XXXXX FINANCIAL GROUP, INC.
CLASS B WARRANT TO PURCHASE COMMON STOCK
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR UNDER ANY APPLICABLE STATE LAW, AND NO
INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID
SECURITIES OR (B) THE COMPANY ISSUING THIS WARRANT RECEIVES AN OPINION
OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY
LEGAL COUNSEL FOR THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION. NEITHER THE OFFERING OF THE
SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY AN
ADMINISTRATOR UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE
LAW.
No. ___________________ CLASS A WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF
XXXXX FINANCIAL GROUP, INC.
a Georgia corporation
CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
XXXXX FINANCIAL GROUP. INC.
FOR VALUE RECEIVED, XXXXX FINANCIAL GROUP, INC. , a Georgia
corporation (the "Company"), hereby grants to _______________________
_________ ____________(the "Holder"), the right, subject to the terms
of this Warrant, to purchase, on or before 5:00 PM Eastern Time on
July 31, 2004 (the "Expiration Date"), at an exercise price of two
dollars ( $3.00 ) per share,(the "Exercise Price"), ______________
(_________________ ) fully paid and nonassessable shares of Common
Stock, par value $.01 per share of the Company, subject to adjustment
under this Warrant. The shares of Common Stock of the Company
obtainable upon exercise of this Warrant are referred to herein as
the "Shares."
Section 1. Definitions. As used in this Warrant, unless the
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context otherwise requires:
1.1 "Exercise Price" means the price at which each Share
may be purchased upon exercise of this Warrant, as stated
above in the first sentence of this Warrant.
1.2 "Shares" means shares of Common Stock of the Company,
described and designated ]in the Certificate of Incorporation
and resolutions adopted by the Board of Directors of the
Company.
1.3 "Expiration Date" mean July 31, 2004.
1.4 "Securities Act" means the Securities Act of 1933, as
amended from time to time, and all rules and regulations
promulgated thereunder, or any act, rules or regulations
which replace the Securities Act or any such rules and
regulations.
Exhibit 4.4 - Pg. 1
Section 2. Duration and Exercise of Warrant,
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2.1 Exercise Period. Subject to the provisions hereof,
this Warrant may be exercised only on or before the Expiration Date,
After the Expiration Date this Warrant shall become void, and all
rights to purchase Shares hereunder shall thereupon cease.
2.2 Method of Exercise. This Warrant may be exercised by
the Holder, in whole or in part, by (i) surrendering this Warrant to
the Secretary of the Company, (ii) tendering to the Company payment
in full in cash in the form of a certified check of the Holder payable
to the order of the Company in the amount of the Exercise Price for the
Shares and (iii) executing and delivering to the Secretary of the Company
the attached Exercise Form. Upon exercise, the Holder shall be deemed to
be the holder of record of the Shares for which exercise is made, even
though the transfer or registrar books of the Company may then be closed
or certificates representing such Shares may not then be actually
delivered to the Holder. The number of Shares acquired by exercise of
this Warrant shall equal the amount of cash described above divided by
the Exercise Price described above.
2.3 Certificates. As soon as practicable after the exercise,
certificates for Shares shall be delivered to the Holder.
2.4 Securities Act Compliance. Unless the transfer of the
Shares shall have been registered under the Securities Act, as a
condition of the delivery of certificates for the Shares, the Company
may require the Holder to deliver to the Company in writing, its own
representations, regarding the Holder's sophistication, Investment
intent, acquisition for account and such other matters as are
reasonable and customary for purchasers of securities in an
unregistered private offering. The Company may place conspicuously
upon each certificate representing the Shares a legend substantially
in the following form, the terms of which are hereby agreed to in
advance by the Holder:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE
STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A)
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES OR (B) THIS CORPORATION RECEIVES AN
OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES
CONCURRED IN BY LEGAL COUNSEL FOR XXXXX FINANCIAL GROUP, INC.,
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER
APPLICABLE SECURITIES LAWS. NEITHER THE OFFERING OF THE
SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY AN
ADMINISTRATOR UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE
STATE LAW'
2.5 Taxes. The Company shall not be required to pay any
tax which mav be payable in respect of any transfer of this Warrant or
in respect of the issuance or transfer of the Shares.
Section 3. Validity and Reservation of Shares. The Company
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covenants that the Shares issued upon exercise of this Warrant,
pursuant to the terms and conditions herein, will be validly issued,
fully paid, nonassessable and free of preemptive rights. The Company
agrees that, upon exercise of the Warrant, the Company will have
authorized for issuance a sufficient number of Shares to provide for
exercise in full of this Warrant.
Exhibit 4.4 - Pg. 2
Section 4. Fractional Shares. No fractional Shares shall be
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issued upon the exercise of this Warrant.
Section 5. Redemption. The Company may redeem this Warrant upon
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thirty (30) days notice at one cent $0.01 per Warrant Share when the
closing bid price of the Company's Common Stock on any market on
which the Common Stock is then traded equals or exceeds three dollars
($4.50) for twenty (20) consecutive trading days ending not more
than three (3) days prior to the mailing of the notice of redemption.
The Holder shall have the right to exercise this Warrant until the
close of business on the date fixed for redemption. If the Company
redeems any Warrants, then it must redeem all of the Warrants
remaining unexercised at the end of the redemption period.
Section 6. Adjustments to Exercise Price and Shares. The
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Exercise Price and the number of Shares of Common Stock that may be
issued upon the exercise of the Warrant will be adjusted upon the
occurrence of a stock dividend, stock split, combination or
reclassification of the Common Stock. Additionally, an adjustment may
be made in the case of a reclassification or exchange of Common Stock,
consolidation or merger other than a consolidation or merger in which
the Company is the surviving corporation, or sale of all or
substantially all of its assets, to the end that Holders may acquire
the kind and number of shares of stock or other securities or property
receivable in such event by a holder of the number of shares of Common
Stock that might otherwise have been purchased upon the exercise of
the Warrant.
Section 7. Modification. The Company and the Warrant agent
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may make such modifications to the Warrants as the Company shall
consider necessary and desirable that do not adversely affect the
interests of the Warrant holders. The Company may, in its sole
discretion, lower the Exercise Price for a period of no less than
thirty (30 ) days on not less than thirty (30 ) days prior written
notice to the Warrant Holders and the representative. Modification of
the number of Shares that may be acquired upon the exercise of any
Warrant, the Exercise Price, other than as provided in the preceding
sentence, and the Expiration Date with respect to any Warrant requires
the consent of Holders of at least two-thirds of the outstanding
Warrant Shares.
Section 8. Limited Rights of Holder. The Holder shall not,
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solely by virtue of being the Holder of this Warrant, have any of
the rights of a holder of Shares of the Company, either at law or
equity, until such Warrant shall have been exercised and the Holder
shall be deemed to be the holder of record of Shares as provided in
this Warrant, at which time the person or entity in whose name the
certificate for Shares being purchased is to be issued shall be
deemed the holder of record of such Shares for all purposes.
Section 9. Loss of Warrant. Upon receipt by the Company of
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satisfactory evidence of the loss, theft, destruction or mutilation
of this Warrant and either (in the case of loss, theft or
destruction) reasonable indemnification and a bond satisfactory to
the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the
Company will execute and deliver to the Holder, without charge, a
new Warrant of like denomination.
Section 10. Transfer Restriction. This Warrant and the underlying
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Shares may not be assigned, sold, transferred, hypothecated or
otherwise disposed of except pursuant to the requirements of Rule
144 of the Securities Act, as applicable, or in compliance with the
provisions of the legend set forth in Section 2.4 of this Warrant.
Exhibit 4.4 - Pg. 3
Section 11. Miscellaneous.
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11.1 Successors and Assigns. All the covenants and
provisions of this Warrant which are by or for the benefit of the
Company shall bind and inure to the benefit of its successors and
assigns hereunder.
11.2 Notice. Notice or demand pursuant to this Warrant
shall be deemed given, made or served, if in writing and delivered
personally or by facsimile, or on the third business day after it is
deposited in the mail, postage prepaid and certified, addressed to the
party to which it is to be given at the address that such party, by
notice to the other in the aforesaid manner, may designate from time
to time.
11.3 Applicable Law. The validity, interpretation and
performance of this Warrant shall be governed by the laws of the State
of Georgia.
11.4 Headings. The Article headings herein are for
convenience only and are not part of this Warrant and shall not affect
the interpretation thereof
Dated ______ ____, 2001
XXXXX FINANCIAL GROUP, INC.
a Georgia corporation
By Xxxxxxx X. Xxxxx, III, President
Exhibit 4.4 - Pg. 4
