EXHIBIT 10(L)
THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
RESOURCE CAPITAL GROUP, INC.
COMMON STOCK PURCHASE WARRANT
In consideration of good and valuable consideration, the receipt of
which is hereby acknowledged by RESOURCE CAPITAL GROUP, INC. (the "Company"),
hereby grants to XXXXXX XXXXXXX, III or his registered assigns (the "Holder")
the right to purchase at any time from the date hereof until 5:00 P.M., New York
City time, on January 26, 2004 (the "Expiration Date"), 4,132 fully paid and
nonassessable shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock").
This Warrant is exercisable at the Exercise Price (as hereinafter
defined) par share of Common Stock issuable hereunder, payable in cash or by
certified or official bank check. Upon surrender of this Warrant with the
annexed Subscription Form duly executed, together with payment of the Exercise
Price for the shares of Common Stock purchased, at the Company's principal
executive offices presently located at Xxxxx 000, 000 Xxxxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxx 00000, the registered holder of this Warrant shall be entitled to
receive a certificate or certificates for the shares of Common Stock so
purchased.
1. Exercise of Warrant.
The purchase rights represented by this Warrant are exercisable at the
option of the Holder hereof, in whole or in part (but not as to
fractional shares of Common Stock), during the period in which this
Warrant may be exercised as set forth above. In the case of the
purchase of less than all the shares of Common Stock purchasable under
this Warrant, the Company shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new Warrant of like tenor for
the balance of the shares of Common Stock purchasable hereunder.
2. Issuance of Stock Certificate.
The issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the holder hereof
including, without limitation, any tax that may be payable in respect thereof,
and such certificates shall (subject to the provisions of Section 3 hereof) be
issued in the name of, or in such names as may be directed by, the holder
hereof; provided, however, that the Company shall not be required to pay any
income tax to which the holder hereof may be subject in connection with the
issuance of this Warrant or of shares of Common Stock upon the exercise of this
Warrant; and provided further, that the Company shall not be required to pay any
tax that may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate in a name other than that of the holder and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.
3. Restrictions on Transfer.
3.1 Restrictions on Transfer. The holder of this Warrant, by
acceptance hereof, agrees that, absent an effective registration statement under
the Securities Act of 1933, as amended (the "Act"), covering the disposition of
the Warrant or Common Stock issued or issuable upon exercise hereof (the
"Warrant Shares"), such holder will not sell or transfer any or all of such
Warrant or Warrant Shares, as the case may be, without first providing the
Company with an opinion of counsel (which may be counsel for the Company)
reasonably acceptable to it to the effect that such sale or transfer will be
exempt from the registration and prospectus delivery requirements of the Act.
Such holder consents to the Company making a notation on its records giving
instructions to any transfer agent of the Warrant or Warrant Shares in order to
implement such restrictions on transferability.
3.2 Transfer Restrictions Legend. Each certificate representing
Warrant Shares, unless at the time of exercise such Warrant Shares are
registered under the Act, shall bear a legend in substantially the following
form on the face thereof:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER
THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION
FROM REGISTRATIONS IS AVAILABLE.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a distribution under a registration statement covering the securities
represented thereby) shall also bear such legend unless, in the opinion of
counsel to the Company, the securities represented
thereby may be transferred as contemplated by such holder without violation of
the registration requirements of the Act.
4. Exercise Price and Redemption.
4.1 Initial and Adjusted Exercise Prices. The initial exercise
price shall be $1.00 per share of Common Stock from the date hereof through
January 26, 2004. The adjusted exercise price shall be the price that shall
result from time to time from any and all adjustments of the initial exercise
price in accordance with the provisions of Section 6 hereof.
4.2 Exercise Price. The term "Exercise Price" herein shall mean
the initial exercise price or the adjusted exercise price depending upon the
context.
5. Adjustments of Exercise Price and Number of Shares.
5.1 Subdivision and Combination of Common Stock. In case the
Company shall at any time subdivide (by any stock split, stock dividend or
otherwise) or combine (by any reverse stock split or otherwise) the outstanding
shares of Common Stock, the Exercise Price shall forthwith be proportionately
decreased in the case of subdivision or increased in the case of combination.
5.2 Adjustment in Number of Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 5, the aggregate
number of shares of Common Stock issuable upon the exercise of this Warrant (and
of all the Warrants) shall be obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of shares of Common
Stock issuable upon exercise of this Warrant (and of all the Warrants)
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
5.3 Reclassification, Consolidation, Merger, etc. In case of any
consolidation or merger of the Company with or into another entity, or the sale
of all or substantially all of its assets to another entity shall be effected,
or in case of any capital reorganization or reclassification of the Common Stock
of the Company, then, as a condition of such consolidation, merger or sale,
reorganization or reclassification of the Common Stock of the Company, lawful
and adequate provision shall be made whereby the Warrant holder shall thereafter
have the right to receive upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock of the Company
immediately theretofore receivable upon the exercise of the Warrants, such
shares of stock, or of securities, interests or assets (other than cash) as may
be issued or payable with respect to or in exchange for a number of outstanding
shares of Common Stock equal to the number of shares of Common Stock immediately
theretofore so receivable by the Warrant holder had such consolidation, merger,
sale, reorganization or reclassification not taken place, and in any such case
appropriate provision shall be made with respect to the rights and
interests of the Warrant holder to the end that the provisions hereof (including
without limitation provisions for adjustment of the Exercise Price) shall
thereafter be applicable, as nearly as may be in relation to any shares of
stock, securities, interests or assets thereafter deliverable upon the exercise
of such Warrant rights.
5.4 No Adjustment of Exercise Price in Certain Cases. No
adjustment of the Exercise Price shall be made:
(b) Upon the issuance or sale of this Warrant or, of any
Warrant Shares;
(b) If the amount of said adjustment shall be less than
one cent ($.01) per share, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be
carried forward and shall be made at the time of and together with the
next subsequent adjustment that, together with any adjustment so
carried forward, shall amount to at least one cent ($.01) per share.
6. Exchange and Replacement of Warrant.
Subject to Section 3 hereof, this Warrant is exchangeable without
expense, upon the surrender hereof by the registered holder at the principal
executive office of the Company, for a new Warrant or Warrants of like tenor and
date representing in the aggregate the right to purchase the same number of
shares as are purchasable hereunder in such denominations as shall be designated
by the registered holder hereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and, in case of
loss, theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant.
7. Elimination of Fractional Interests.
The Company shall not be required upon the exercise of this Warrant to
issue stock certificates representing fractions of shares of Common Stock, but
shall instead pay in cash, in lieu of any fractional share of Common Stock to
which such holder would be entitled if such fractional share were issuable, in
an amount equal to the book value of a share of Common Stock as of the date of
the Company's most recent financial statement filed with the Securities and
Exchange Commission, or quarterly statement, as the case may be, if the Company
is no longer reporting to the Securities and Exchange Commission.
8. Reservation of Shares.
The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuance upon
exercise of this Warrant, such number of shares of Common Stock as shall be
issuable upon the exercise hereof. The Company covenants and agrees that, upon
exercise of this Warrant and payment of the Exercise Price therefore, all shares
of Common Stock issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable.
9. Notices to Holders.
Nothing contained in this warrant shall be construed as conferring upon
the holder hereof the right to vote or to consent or to receive notice as a
stockholder in respect of any meetings of stockholders for the election of
directors or any other matter/or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this warrant and prior to its exercise, any of the following events shall occur:
(a) The Company shall take a record of the holders of its
shares of Common Stock for the purpose of effecting a transaction
described in Section 5.1;
(b) A dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a
sale of all or substantially all of its property, assets and business
as an entirety shall be proposed to be voted upon by the stockholders
of the Company; or
(c) A merger or consolidation of the Company with or into
any other company shall be proposed to be voted upon by the
stockholders of the Company;
then, in any one or more of said events, the Company shall give written notice
of such event to the holder of this warrant at least fifteen (15) days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend or distribution
resulting from such event, or entitled to vote on such proposed transaction,
dissolution, liquidation, winding up, sale, merger or consolidation. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be. Failure to give such notice or any defect therein shall not affect
the validity of any action taken in connection with any such proposed
transaction, dissolution, liquidation, winding up, sale, merger or
consolidation.
10. Notices.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered,
or mailed by registered or certified mail, return receipt requested:
(a) If to the registered holder of this Warrant, to the
address of such holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth on the
first page of this Warrant; or at such other address as the registered
holder or the Company may hereafter have advised the other.
11. Successors.
All the covenants, agreements, representations and warranties contained
in this Warrant shall bind the parties hereto and their respective heirs,
executors, administrators, distributees, successors and assigns.
12. Headings.
The Section headings in this Warrant have been inserted for purposes of
convenience only and shall have no substantive effect.
15. Law Governing.
This Warrant is delivered in the State of Delaware and shall be
construed and enforced in accordance with, and governed by, the laws of the
State of Delaware regardless of the jurisdiction of creation or domicile of the
Company or its successors or of the holder at any time hereof.
WITNESS the signature of the duly authorized officer of the Company.
RESOURCE CAPITAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx III
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Title: President
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SUBSCRIPTION FORM
(To Be Executed By The Registered Holder
In Order To Exercise The Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase _____ Shares of Common Stock of RESOURCE CAPITAL GROUP, INC. covered by
this Warrant according to the conditions hereof and herewith makes payment of
the Exercise Price of such shares in full.
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Signature
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Address
Dated: , 19
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