EXHIBIT 4.3
NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS
___________ - (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME,_____________,2010
TAILWIND FINANCIAL INC.
874023 11 2
WARRANT
THIS CERTIFIES THAT, for value received ________________________________________
is the registered holder of a Warrant or Warrants expiring _____________, 2010
(the "WARRANT") to purchase one fully paid and non-assessable share of Common
Stock, par value $.01 per share ("SHARES"), of Tailwind Financial Inc., a
Delaware corporation (the "COMPANY"), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the later of (i) the Company's acquisition of one or more
assets or operating businesses through a merger, capital stock exchange, asset
or stock acquisition, exchangeable share transaction or other similar business
combination, and (ii) ___________________________, 2007, such number of Shares
of the Company at the price of [$6.00/$7.20] per share, upon surrender of this
Warrant Certificate accompanied by the annexed duly executed subscription form
and payment of the Warrant Price at the office or agency of American Stock
Transfer & Trust Company (the "WARRANT AGENT") (such payment to be made by check
payable to the Warrant Agent), but only subject to the conditions set forth
herein and in the warrant agreement between the Company and American Stock
Transfer & Trust Company (the "WARRANT AGREEMENT"). The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof,
may, subject to certain conditions, be adjusted. The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.
No fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up to
the nearest whole number the number of Shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or his assignee a new Warrant Certificate covering the number of Shares
for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of
a stockholder of the Company.
The Company reserves the right to call the Warrant at any time prior to its
exercise, with a notice of call in writing to the holders of record of the
Warrant, giving thirty (30) days' prior written notice of such call at any time
after the Warrant becomes exercisable if the last sale price of the Shares has
been at least $11.50 per share (the "TRIGGER PRICE") on any twenty (20) trading
days within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of such call is given. The Warrant may not be
called unless the Warrant and the Shares are covered by an effective
registration statement from the beginning of the measurement
period through the date fixed for redemption. The call price of the Warrants is
to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and have no further value except for the $.01 call
price. The Trigger Price is subject to adjustments as provided in the Warrant
Agreement.
By :
--------------------------------- -------------------------------------
President Assistant Secretary
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SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise _________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of
________________________________________________________________________________
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to ____________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
________________________________________________________________________________
______________________ of the Warrants and, if such number of Warrants shall not
be all the Warrants evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below:
Dated:
------------------------- --------------------------------------
(SIGNATURE)
--------------------------------------
(ADDRESS)
--------------------------------------
--------------------------------------
(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, _____________ hereby sell, assign, and transfer unto
________________________________________________________________________________
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
____________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitute and appoint _________________________ Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.
Dated:
--------------------- -----------------------
(SIGNATURE)
THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
3
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY
OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE,
PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.
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