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EXHIBIT 4.16
THIS WARRANT AND THE COMMON STOCK ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF
AMERICA (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE
REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS
AVAILABLE.
Void after 5:00 p.m. Atlanta time, on January 31, 2008.
Warrant to Purchase 333,334 Shares of Common Stock.
REDEEMABLE WARRANT TO PURCHASE COMMON STOCK
OF
CREDIT DEPOT CORPORATION
This is to Certify That, FOR VALUE RECEIVED, Xxxxx X. Xxxxxx
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from Credit Depot Corporation, a Delaware corporation (the "Company"), THREE
HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-FOUR (333,334) fully paid,
validly issued, nonassessable shares of Common Stock, par value $ .001 per
share, of the Company ("Common Stock") at a price of $1.24 per share at any time
or from time to time during the period from February 1, 1998, until 5:00 p.m.,
Atlanta time on Jnaury 31, 2008.
SECTION 1. EXERCISE OF WARRANT.
(a) This Warrant may be exercised in whole or in part at any time or
from time to time on or after February 1, 1998 and until January 31, 2008, (the
"Exercise Period") provided, however, that if either such day is a day on which
banking institutions in the State of Georgia are authorized by law to close,
then on the next succeeding day which shall not be such a day. This Warrant may
be exercised by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such form. As soon
as practicable after each such exercise of the warrants, but not later than
seven (7) days from the date of such exercise, the Company shall issue and
deliver to the Holder a certificate or certificate for the Warrant Shares
issuable upon such exercise, registered in the name of the
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Holder or its designee. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be physically delivered to the Holder.
(b) At any time during the exercise period, the Holder may, at its
option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into
the number of Warrant Shares determined in accordance with this Section 1(a), by
surrendering this warrant at the principal office of the Company, accompanied by
a notice stating such Holder's intent to effect such exchange, the number of
Warrant Shares to be exchanged and the date on which the Holder requests that
such Warrant Exchange occur (the "Notice of Exchange") The Warrant Exchange
shall take place on the date specified in the Notice of Exchange or, if later,
the date the Notice of Exchange is received by the Company (the "Exchange
Date"). Certificates for the shares issuable upon such Warrant Exchange and, if
applicable, a new warrant of like tenor evidencing the balance of the shares
remaining subject to this Warrant, shall be issued as of the Exchange Date and
delivered to the Holder within ten (10) business days following the Exchange
Date. In connection with any Warrant Exchange, this Warrant shall represent the
right to subscribe for and acquire the Number of Warrant Shares (rounded to the
next highest integer) equal to (i) the number of Warrant Shares specified by the
Holder in its notice of Exchange (the "Total Number") less (ii) the number of
Warrant Shares equal to the quotient obtained by dividing (A) the product of the
Total Number and the existing Exercise Price by (B) the current market value of
a share of Common Stock. Current market value shall have the meaning set forth
in Section 3 below, except that for the purposes hereof, the date of exercise,
as used in such Section 3, shall mean the Exchange Date.
SECTION 2. RESERVATION OF SHARES.
The Company shall at all times reserve for issuance and/or delivery
upon exercise of this Warrant such number of shares of its Common Stock as shall
be required for issuance and delivery upon exercise of the Warrants.
SECTION 3. FRACTIONAL SHARES.
(a) No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. With respect to any fraction of a
share called for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the current market value
of a share, determined as follows:
(b) If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on the Nasdaq Stock Market
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system, the current market value shall be the last reported sale price of the
Common Stock on such exchange or system on the last business day prior to the
date of exercise of this Warrant or if no such sale is made on such day, the
average closing bid and asked prices for such day on such exchange or system; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges, but is traded on the Nasdaq SmallCap Market, the Current
Market Value shall be the average of the closing bid and asked prices for such
day on such market and, if the Common Stock is not so traded, then the Current
Market Value shall be the mean of the last reported bid and asked prices
reported by the National Quotation Bureau, Inc. on the last business day prior
to the date of the exercise of this Warrant; or
(d) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount, not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior to the date of the
exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
SECTION 4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at the office
of its stock transfer agent, if any, for other warrants of different
denominations entitling the holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder. Upon surrender of this
Warrant to the Company at its principal office with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled. The term "Warrant" as used herein includes any Warrants into which
this Warrant may be divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
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SECTION 5. RIGHTS AND LIABILITIES OF THE HOLDER.
The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein. No provision of this
Warrant, in the absence of affirmative action by the Holder to purchase the
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of the Holder for the Exercise
Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
SECTION 6. REGISTRATION RIGHTS.
The Holder shall have the right to have the Warrant Shares registered
under the Act, subject to customary terms and conditions. The Company agrees to
use its best efforts to include the Warrant Shares in the first registration
statement filed by the Company after January 1, 1998.
SECTION 7. GOVERNING LAW.
This Warrant shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia.
CREDIT DEPOT CORPORATION
By: /s/ Xxxxx X. XxXxx
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Xxxxx X XxXxx, President
[SEAL]
Dated: As of January 31, 1998
Attest:
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Secretary
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