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EXHIBIT 10.9
NUMBER 9710______
WARRANT
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND
NEITHER THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED, CONVEYED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR
AN EXEMPTION THEREFROM, UNDER SAID ACT AND THE RULES AND REGULATIONS
THEREUNDER.
SEARCH CAPITAL GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
STOCK PURCHASE WARRANT
This is to certify that, for value received, ____________, or
registered assigns, ("Holder") is entitled to purchase, on or before
____________, 2007, at 5:00 p.m., in the Central Time Zone, __________ shares
of $.01 par value Common Stock ("Stock") of Search Capital Group, Inc. (the
"Company"), at $______ per share, upon presentation of this Warrant and payment
of the purchase price at the office of Search Capital Group, Inc.; SUBJECT,
HOWEVER, TO THE STATEMENT OF RIGHTS OF WARRANTHOLDERS PRINTED ON THE REVERSE
HEREOF, and to which the Holder assents by acceptance of this Warrant.
This Warrant is transferable on the same manner and with the same
effect as in the case of a negotiable instrument payable to a specific person,
subject to compliance with applicable securities laws. By accepting this
Warrant, the Holder hereof agrees that, if and when this Warrant is properly
assigned in blank, the Company may treat any bearer as absolute owner for all
purposes, notwithstanding any notice to the contrary.
This Warrant shall be void unless the subscription right herein
granted is exercised on or before 5:00 p.m., ___________, 2007.
Attest: Search Capital Group, Inc.
By:
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Secretary Xxxxxx X. Xxxxx
Chairman, President and CEO
CORPORATE SEAL
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STATEMENT OF RIGHTS OF WARRANT HOLDERS
1. Reservation of stock. Company covenants that, while this
Warrant is exercisable, it will reserve from its authorized and unissued Stock
a sufficient number of shares to provide for the delivery of Stock pursuant to
the exercise of this and all other similar warrants.
2. Stockholder's rights. Until the valid exercise of this
warrant, the Holder hereof shall not be entitled to any rights of a
stockholder; but immediately upon the exercise of this Warrant and upon payment
as provided herein, the Holder hereof shall be deemed a record holder of the
Stock.
3. Divisibility of Warrant. This Warrant may be divided into
Warrants of one share or multiples thereof, upon surrender at the office of the
Company.
4. Fractional Warrants. Upon the exercise of this Warrant, no
fractions of shares shall be issues; but fractional Warrants will be delivered,
entitling the Holder, upon surrender with other fractional Warrants aggregating
one or more full shares, to purchase such full shares.
5. Payment of Taxes. Search shall pay all expenses and any and
all United States federal, state and local taxes and other charges (and all
foreign taxes and other charges imposed by any jurisdiction otherwise than by
reason of a connection between the Holder and such jurisdiction) that may be
payable in connection with the preparation, issuance and delivery of Warrants
and Stock or other Certificates issuable upon exercise hereof, except that
Search shall not be required to pay any tax based upon income and delivery of
Warrants or Certificates for shares of Stock in a name other than that of the
Holder of this Warrant.
6. Transfer. This Warrant is transferable in the same manner and
with the same effect as in the case of a negotiable instrument payable to a
specific person, SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS. Upon
surrender of this Warrant to Company at the Company's office or agency with the
assignment form annexed hereto as Exhibit 1 ("Assignment Form") duly executed,
funds sufficient to pay any transfer tax, and a legal opinion reasonably
satisfactory to Company that such transfer will not violate any applicable
securities laws, Company shall, without charge, promptly execute and deliver a
new Warrant in the name of the assignee named in such Assignment Form and this
Warrant shall promptly be canceled; provided, however, that upon any such
assignment there shall be filed with the Company the address of the registered
owner of Warrants represented by each new Warrant delivered. If and when this
Warrant is assigned in blank, the Company shall treat the bearer as the
absolute owner of the Warrants represented hereby for all purposes and the
Company shall not be affected by any notice to the contrary. A Warrant, if
properly assigned, may be exercised by an assignee without having a new Warrant
issued.
7. Exercise of the Purchase Rights. The purchase rights set
forth in this Warrant are exercisable by the Holder hereof, in whole or in
part, at any time, or from time to time, prior to the expiration of the term
set forth on the face hereof, by tendering to the Company at its office a
notice of exercise in the form annexed hereto as Exhibit 2 ("Notice of
Exercise"), duly completed and executed. Promptly upon receipt of the Notice
of Exercise and the payment of the purchase price in accordance with the terms
set forth below, and in no event later than twenty-one (21) days thereafter,
the Company shall issue to the Holder a certificate for the number of shares
Stock purchased and shall execute the Notice of Exercise indicating the number
of shares which remain subject to future purchase, if any. The Exercise Price
may be paid at the Holder's election either (i) by cash or check, or (ii) by
surrender of Warrants ("Net Issuance") as determined below. If the Holder
elects the Net Issuance method, the Company will issue Stock in accordance with
the following formula:
X = Y(A-B)
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A
Where: X = the number of shares of Stock to be issued to the Holder.
Y = the number of shares of Stock requested to be exercised under
this Warrant.
A = the fair market value of one (1) share of stock.
B = the Exercise Price of one (1) share of stock.
As used herein, current fair market value of Stock shall mean with
respect to each share of Stock:
(i) if traded on a securities exchange, the fair market value
shall be deemed to be the average of the closing prices over a twenty-one (21)
day period ending three days before the day the current fair market value of
the securities is being determined; or
(ii) if actively traded over-the-counter, the fair market value
shall be deemed to be the average of the closing bid and asked prices quoted on
the NASDAQ system (or similar system) over the twenty-one (21) day period
ending three days before the day the current fair market value of the
securities is being determined;
(iii) if at any time the Stock is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
current fair market value of Stock shall be the highest price per share which
was paid by a willing and informed buyer under no compulsion to purchase to a
willing and informed seller under no compulsion to sell as such purchase was
recorded by the "market maker" of the Stock.
8. Adjustment of Shares.
(a) If at any time while this Warrant is outstanding, there shall
be any increase or decrease in the number of issued and outstanding shares of
stock through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
shares, then, and in such event, appropriate adjustment shall be made in the
number of shares and the exercise price per share thereof then subject to this
Warrant, so that the same proportion of the Company's issued and outstanding
shares shall remain subject to purchase at the same aggregate exercise price.
(b) The Board may change the terms of this Warrant with respect to
the exercise price or the number of shares subject to this Warrant, or both,
when, in the Board's sole discretion, such adjustments become appropriate by
reason of any corporate reorganization transaction.
(c) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with a direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of shares then subject to this Warrant.
9. Maintenance of Office or Agency. The Company shall at all
times maintain an office or agency in the United States, where this Warrant may
be presented or surrendered for subdivision, combination, registration of
transfer or exchange and where notices and demands may be served upon the
Company in respect of the Warrants. The registrar and transfer agent for this
Warrant shall perform its duties as such hereunder promptly and in good faith.
Such office or agency shall initially be located at 000 X. Xxxxx Xxxxxx, Xxxxx
000, X.X. 000, Xxxxxx Xxxxx 00000. The Company shall give the Holder prior
written notice of any change in the address of such office or agency.
10. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO THE LAWS THEREOF RELATING TO CHOICE OF LAW.
11. Captions. The captions of the sections and paragraphs of this
Warrant have been inserted for convenience only and shall have not substantive
effect.
12. Notices. Any notice, request, demand, consent, or other
communication pursuant to this Warrant shall be given when received and shall
be given in writing, and delivered in person against receipt therefor, or sent
by certified mail, postage as follows:
(a) If to the Company, at: Search Capital Group, Inc., Plaza of
the Americas, 000 X. Xxxxx Xxxxxx, Xxxxx 000, X.X. 000, Xxxxxx, XX 00000,
Attn.: Warrant Transfer Agent, or at such other address as it shall hereafter
furnish in writing to the Holder, or
(b) If to the Holder, the address of the Holder as it appears on
the Warrant ledger of the Company.
IN WITNESS WHEREOF, Search Capital Group, Inc. has caused this Warrant
to be signed in its name by its President and its corporate seal to be
imprinted hereon and attested by its Secretary or Assistant Secretary.
Dated: As of the day of , 199 .
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ATTEST: SEARCH CAPITAL GROUP, INC.
By:
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Secretary Name: Xxxxxx X. Xxxxx
Title: Chairman, President and CEO
CORPORATE SEAL
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EXHIBIT 1
PURCHASE FORM
(TO BE EXECUTED UPON FULL OR PARTIAL EXERCISE OF WARRANT)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Number 9710__ to purchase ________ shares of $.01
par value Common Stock ("Shares") and herewith tenders payment for such Shares
to the order of Search Capital Group, Inc. (a) in the amount of $__________
____ for __________ shares (b) or the requisite number of Shares as required by
Section 7 of the Statement of Rights of Warrant Holder contained on the reverse
side of the Warrant Number 9710___ for _________ Shares. The undersigned
requests that a Certificate for such Shares be registered in the name of
Xxxxxx, whose address is ______________________________________________. If
said number of Shares is less than all of the Shares purchasable under this
Warrant, the undersigned requests that a new Warrant representing the remaining
balance of the shares be issued to and registered in the name of the
undersigned.
Dated: .
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Signature:
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(Signature must conform in
all respects to name of
Holder as specified on the
face of this Warrant Number
9710___)
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EXHIBIT 2
ASSIGNMENT FORM
(TO BE EXECUTED UPON FULL OR PARTIAL SALE OR ASSIGNMENT OF
WARRANT NUMBER 9710____)
FOR VALUE RECEIVED, _____________________ hereby sells, assigns and
transfers unto:
Name
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(Please type or print in block letters)
Address
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the right to purchase ___________ Shares Search Capital Group, Inc. Stock
represented by Warrant Number 9710____ to which this Assignment Form is
attached as to which such right is exercisable and does hereby irrevocably
constitute and appoint ___________________________________, attorney, to
transfer the same on the books of Search Capital Group, Inc., with the full
power of substitution in the premises.
Dated: .
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Signature:
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(Signature must conform in
all respects to name of
Holder as specified on the
face of this Warrant Number
9710___)
