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WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE AGREEMENT is made as of December 30, 1996 between
FINET HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and
XXXX XXXXX XXXXXX GARCAO (the "Purchaser").
R E C I T A L S:
WHEREAS, the Company has authorized the issuance and sale outside of
the United States of warrants to purchase 2,500,000 Shares of its Common
Stock, exercisable at varying per share prices over a five year term as set
forth herein (the "Warrants") (the Warrants and the Shares of Common Stock
to be issued upon the exercise of the Warrants are hereinafter referred to
as "the Securities"); and
WHEREAS, the Purchaser desires to purchase and the Company desires to
sell the Securities on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of these premises and the mutual
covenants and agreements herein contained and other valuable consideration,
the receipt and adequacy of which the parties hereto acknowledge, the
parties have agreed as follows:
1. Purchase and Sale of Warrants. The Company agrees to sell to the
Purchaser and upon the basis of the representations and warranties, and
subject to the terms and conditions set forth in this Agreement, the
Purchaser agrees to purchase the Warrants, the consideration for such sale
being the Purchaser's material assistance in coordinating the sale of
6,000,000 Shares of the Company's Common Stock outside of the United
States. The Warrants shall be in the form of Exhibit A hereto.
2. Closing Date. Subject to the Company satisfying the conditions
for becoming a Reporting Issuer as that term is defined in Rule 902(l) of
Regulation S of the Securities Act of 1933 (the "Securities Act") by or
before January 15, 1997, the closing date shall be the date the Company
becomes a Reporting Issuer (the "Primary Closing Date"). In such event, on
the Primary Closing Date the certificates representing the Warrants shall
be delivered by the Company to the Purchaser. If the Company does not
satisfy the conditions for becoming a Reporting Issuer by or before January
15, 1997, the closing date in such event will be mutually agreed upon by
the parties (the "Alternative Closing Date") (the Primary and Alternative
Closing Dates are collectively referred to herein as the "Closing Date").
The Purchaser understands that if the Company does not become a Reporting
Issuer by or before the Alternative Closing Date, its ownership of the
Securities may be subject to up to a 12 month Restricted Period as defined
in Rule 902(m) of Regulation S.
3. Number of Shares and Exercise Price. The Warrants expire five
years from the date of this Agreement. The purchase price of shares of
Common Stock issuable upon exercise of the Warrants is as follows:
500,000 shares at $0.50 per share
500,000 shares at $1.00 per share
500,000 shares at $1.50 per share
250,000 shares at $2.00 per share
250,000 shares at $2.50 per share
500,000 shares at $3.00 per share
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4. Representations and Warranties of the Company. The representation
and warranties of the Company set forth in the Common Stock Purchase
Agreement dated November 22, 1996 between the Company and Xxxx Xxxxx Xxxxxx
Garcao are incorporated herein by reference (the Common Stock Purchase
Agreement is attached hereto as Exhibit B). In addition, the Company
represents and warrants to the Purchaser as follows:
(a) The Securities:
(i) are free and clear of any security interests, liens, claims, or other
encumbrances;
(ii) have been duly and validly authorized and issued and are, and on the
Closing Date will be, fully paid and non-assessable;
(iii) will not have been, individually and collectively, issued or sold
in violation of any pre-emptive or other similar rights of the holders of
any securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason
of being such holders.
(b) The Company is not currently a reporting issuer as defined in
Regulation S and will make every reasonable effort to attain that status as
quickly as possible.
(c) The sale of the Securities pursuant to this Agreement will be made in
accordance with the provisions and requirements of Regulation S and
applicable state or foreign law.
(d) No offer to buy the Securities was made to the Company by any person in
the United States.
(e) None of the Company, any affiliate of the Company, or any person acting
on behalf of the Company or any such affiliate has engaged, or will engage,
in any Directed Selling Efforts with respect to the Securities or any
distribution, as that term is used in the definition of Distributor, with
respect to the Securities.
(f) The transactions contemplated by this Agreement:
(v) have not been prearranged with a purchaser who is in the United States
or who is a U.S. Person; and
(vi) are not part of a plan or scheme to evade the registration provisions
of the Act.
(g) Neither the Company, nor any affiliate of the Company, nor any person
acting on their behalf, has undertaken or carried out any activity for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for any of the Securities,
including, but not limited to, general solicitation activities or
advertising.
5. Representations and Warranties of the Purchaser. The
representations and warranties of the Purchaser contained in the Common
Stock Purchase Agreement (Exhibit B hereto) are incorporated by reference
herein. In addition, the Purchaser represents and warrants to, and agrees
with, the Company:
(a) No consent, approval, authorization, or order of any court,
governmental agency or body, or arbitrator having jurisdiction over the
Purchaser is required for execution of this Agreement, including, without
limitation, the purchase of the Securities, or the performance of the
Purchaser's obligations hereunder.
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(b) The Purchaser understands that no federal or state agency has
passed on or made any recommendation or endorsement of the Securities.
(c) The Company has given the Purchaser the opportunity to have
answered all of the Purchaser's questions concerning the Company and its
business and has made available to the Purchaser all information requested
by the Purchaser which is reasonably necessary to verify the accuracy of
other information furnished by the Company. The Purchaser has received and
evaluated all information about the Company and its business which the
Purchaser deems necessary to formulate an investment decision, and does not
desire any further information.
(d) The Purchaser understands that the Securities are being offered
and sold to him in reliance on specific exemptions or non-application from
the registration requirements of federal and state securities laws,
including but not limited to the exemption provided for under Regulation S
("Regulation S") under the United States Securities Act of 1933, as amended
(the "Securities Act"). Except as otherwise defined herein, capitalized
terms used herein and not defined herein shall have the same meanings given
to them in Regulation S. The Purchaser further understands that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments, and understandings of the
Purchaser set forth herein in order to determine the applicability of such
exemptions or non-applications and the suitability of the Purchaser to
acquire the Securities.
(e) The Purchaser is not a U.S. Person (as defined in Regulation S)
and is not an affiliate of the Issuer.
(f) No offer of the Securities was made to the Purchaser in the
United States and at the time the buy order for the Securities was
originated the Purchaser was located outside the United States.
(g) The Purchaser is aware that the Securities have not been
registered under the Securities Act and may be offered or sold only
pursuant to registration under the Securities Act or an available exemption
therefrom. The Purchaser is acquiring the Securities for investment and
without any present intention to engage in a distribution thereof.
(h) The Purchaser is either (i) acquiring the Securities for the
Purchaser's own account; or (ii) for the account of another for which the
Purchaser acts as a fiduciary, in which case the Purchaser will so advise
the Company. If acting as a fiduciary, the Purchaser makes the
representations, warranties, and covenants as set forth herein on its own
behalf and as agent for and on behalf of such other party.
(i) The Purchaser has the knowledge and experience in financial and
business matters to evaluate the merits and risks of the proposed
investment.
(j) The Purchaser is an "Accredited Investor" as that term is
defined under Rule 501 adopted pursuant to the Securities Act. "Accredited
Investors" are defined in Rule 501 to include among others: (1) Various
specified institutional investors (such as banks, savings and loan
associations, licensed brokers or dealers, insurance companies, investment
companies, small business investment companies, employee benefit plans
having assets in excess of $5,000,000, and self-directed plans having
investment decisions made solely by persons that are Accredited Investors);
(2) Any entity with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered; (3) Any person
who had individual income in excess of $200,000 in each of the two most
recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of
reaching the same income level this year; (4) Any person whose individual
net worth (or joint net worth with the person's spouse) at the time of
purchase exceeds $1,000,000; (5) Directors and executive officers of Finet;
(6) Trusts with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person prescribed in Rule 506(b)(2)(ii); and
(7) Any entity in which all the equity owners are deemed accredited.
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(k) The Purchaser: (i) will not, during the period commencing on
the Primary Closing Date and ending on the day 40 days after the Primary
Closing Date, or alternatively, the period commencing on the Alternative
Closing Date and ending 12 months to the day after such date (the
"Restricted Period"), offer or sell the Shares in the United States, to a
U.S. Person or for the account or benefit of a U.S. Person or other than in
accordance with Rule 903 or 904 of Regulation S, pursuant to registration
under the Securities Act, or pursuant to an available exemption from
registration; and
(i) will, after the expiration of the Restricted Period, offer, sell,
pledge, or otherwise transfer the Shares only pursuant to registration
under the Securities Act or an available exemption therefrom and, in any
case, in accordance with applicable state and foreign securities laws.
(l) No Purchaser, or any affiliate or other person acting on behalf
of the Purchaser or any such affiliate has engaged, or will engage, in any
Directed Selling Efforts with respect to the Securities or any
distribution, as that term is used in the definition of Distributor, with
respect to the Securities.
(m) The transactions contemplated by this Agreement: (i) have not
been pre-arranged with a purchaser located in the United States or who is a
U.S. Person; and (ii) are not part of a plan or scheme to evade the
registration provisions of the Securities Act.
(n) The Purchaser has no put options, short positions, or other
similar instruments with respect to any of the Company's securities and has
not entered and does not have the intention of entering, into any such
instruments with respect to the Securities or securities of the same class.
(o) If the Purchaser offers and sells the Securities during the
Restricted Period, then it will do so only (i) in accordance with the
provisions of Regulation S, (ii) pursuant to registration of the Securities
under the Securities Act, or (iii) pursuant to an available exemption from
the registration requirements of the Securities Act.
(p) The Purchaser understands that each certificate evidencing the
Securities will bear a legend reflecting the foregoing.
6. Affirmative Covenants of the Company. The Company covenants and agrees
with the Purchaser as follows:
(a) To refrain from engaging, and to insure that none of its affiliates
will engage, in any Directed Selling Efforts with respect to the Securities
or any distribution, as that term is used in the definition of Distributor,
with respect to the Securities;
(b) To make every reasonable effort to attain the status of Reporting
Issuer as that term is defined in Regulation S;
(c) In the event the Company fails to attain the status of Reporting
Issuer as defined in Regulation S, it covenants that the Purchaser has the
option of purchasing up to the aggregate amount of Common shares offered,
provided that the Restricted Period shall be 12 months instead of 40 days;
(d) The Company will appoint to its Board of Directors a person chosen
by the Purchaser.
(e) To provide an opinion of counsel to the Company in a form
acceptable to the Purchaser.
7. Negative Covenants of the Company. The Company further covenants
and agrees that without the prior written approval of the Purchaser, it
will not:
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(a) Engage in any business other than the business engaged in or
proposed to be engaged in by the Company or any subsidiary on the date
hereof and any businesses or activities substantially similar or related
thereto.
(b) Issue and sell any options to purchase more than an aggregate of
1,000,000 shares of the Company's Common Stock to employees, officers and
directors of, and consultants and franchisees to the Company, pursuant to
any incentive program approved by the Board of Directors of the Company.
(c) Liquidate or dissolve, merge, consolidate or sell substantially all
of its assets.
(d) Declare or pay any dividends; or purchase, redeem or otherwise
acquire for value or make any other distribution with respect to any of the
Company's capital stock, other than the repurchase of shares of capital
stock from terminating or terminated employees at a price no greater than
fair market value.
(e) Invest, directly or indirectly, in any business or enterprise other
than in connection with the operation of its business; provided however,
pending the use of the net proceeds of this offering in its businesses the
Company may invest such net proceeds in short term interest bearing
deposits and securities.
(f) By amendment of its articles of incorporation, through the
acquisition of Monument Mortgage, Inc. and Preference America Mortgage
Network, through the voluntary reorganization or recapitalization, or
through any transfer of its assets, consolidation, merger, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company.
8. Restrictions on Transferability of Securities
(a) Restrictions on Transferability. The Securities shall not
be sold, assigned, transferred or pledged except upon the conditions speci
fied in this Agreement, which conditions are intended to ensure compliance
with the provisions of the Securities Act. The Purchaser will cause any
proposed purchaser, assignee, transferee, or pledgee of the Securities to
agree to take and hold such securities subject to the provisions and upon
the conditions specified in this Agreement.
(b) Restrictive Legends. Until the sale or transfer of the
Securities by the Purchasers shall be subject to an effective registration
under the Securities Act, each Warrant and each share certificate
representing the Common Stock underlying such Warrant, and any other
securities issued in respect of such securities upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event shall
(unless otherwise permitted by the provisions of Section 9 below) be
stamped or otherwise imprinted with the following legends (in addition to
any legend required under applicable state securities laws):
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AND SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE SOLD IN THE
UNITED STATES OR TO U.S. PERSONS. ANY SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION THEREOF IN THE UNITED STATES OR TO U.S. PERSONS MAY BE MADE
ONLY (i) IN A REGISTRATION UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO IT. [ANY
PERSON EXERCISING THIS WARRANT WILL BE REQUIRED TO PROVIDE EITHER (i) A
CERTIFICATION THAT THE WARRANT IS NOT OWNED BY OR BEING EXERCISED BY A U.S.
PERSON OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT THE
SECURITIES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION IS UNDER SAID
ACT IS AVAILABLE.]"
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The Purchaser consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Securities in order to
implement the restrictions on transfer established in this Agreement. As
used hereinafter the term "Restricted Securities" shall mean the securities
of the Company required to bear the legend set forth in this section.
(c) Notice of Proposed Transfers. The holder of each Warrant
and each share certificate representing the Common Stock underlying such
Warrant, and any other Restricted Securities issued in respect of the
Securities as described in Section 8(b), by acceptance thereof agrees to
comply in all respects with the provisions of this Section 8. Prior to any
proposed sale, assignment, transfer or pledge of any Restricted Securities,
unless there is in effect a registration statement under the Securities Act
covering the proposed transfer, the holder thereof shall give written
notice to the issuer thereof of such holder's intention to effect such
transfer, sale, assignment or pledge. Each such notice shall describe the
manner and circumstances of the proposed transfer, sale, assignment or
pledge in sufficient detail, and shall, if reasonably requested by the
issuer, be accompanied, at such holder's expense by either (i) written
opinion of legal counsel who shall be, and whose legal opinion shall be,
reasonably satisfactory to the Company addressed to the Company, to the
effect that the proposed transfer of the Restricted Securities may be
effected without registration under the Securities Act, or (ii) a "no
action" letter from the Securities and Exchange Commission (the
"Commission") to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the
Commission that action be taken with respect thereto, whereupon the holder
of such Restricted Securities shall be entitled to transfer such Restricted
securities in accordance with the terms of the notice delivered by the
holder to the Company.
9. Registration Rights.
Certain Definitions. As used in this Section, the following terms
shall have the following respective meanings:
(i) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
(ii) "Holder" shall mean any Purchaser holding Registrable
Securities and any person holding Registrable Securities to whom the rights
under this Agreement have been transferred in compliance with Section 8
hereof.
(iii) "Registrable Securities" means the Securities of the
Company's Common Stock issuable upon exercise of the Warrant; provided,
however, that Securities of the Company's Common Stock or other securities
shall only be treated as Registrable Securities if and so long as (A) such
securities have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or
(B) all such securities may be sold by the Holder thereof under Rule 144
promulgated under the Securities Act, or a successor rule, within such
period as Purchaser may sell all such securities.
(iv) The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or
ordering of the effectiveness of such registration statement.
(v) "Registration Expenses" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with this
Section 9, including, without limitation, all registration, qualification
and filing fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company and all reasonable fees and disbursements of one
counsel for the selling Holders, blue sky fees and expenses and the expense
of any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company and Selling Expenses (as hereinafter
defined)).
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(vi) "Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and, except as set forth above.
(vii) "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.
(a) Request for Registration. In case the Company shall receive from
the Purchaser a written request that the Company effect any registration,
qualification, or compliance with respect to all or a part of the Common
Shares the Company will: (i) as soon as practicable, use its diligent best
efforts to effect all such registrations, qualifications and compliances
(including, without limitations, the execution of an undertaking to file
post-effective amendments, appropriate qualifications under the applicable
blue sky or other state securities laws and appropriate compliance with
exemptive regulations issued under the Securities Act and any other
governmental requirements or regulations) as may be so requested and as
would permit or facilitate the sale and distribution of all or such portion
of the Purchaser's Shares as are specified in such request, together with
all or such portion of the Shares of any Holder or Holders joining in such
request as are specified in a written request given within thirty days
after receipt of such written notice from the Company; provided that the
Company shall not be obligated to take any action to effect such
registration, qualification or compliance pursuant to this clause (i): (A)
After the Company has effected two such registrations pursuant to this
subparagraph (i) and such registrations have been declared or ordered
effective; or (B) If the amount of securities being offered for sale is
less than 25 percent of the Common Shares.
Subject to the foregoing clauses (A) through (B), the Company shall file a
registration statement covering the Shares so requested to be registered as
soon as practical, but in any event within ninety days, after receipt of
the request or requests of the Purchaser; provided, however, that if the
Company shall furnish to such Purchaser a certificate signed by the
President of the Company stating that in the good faith judgment of the
Board of Directors it would be seriously detrimental to the Company and it
stockholders for such registration statement to be filed at the date filing
would be required and it is therefore essential to defer the filing of such
registration statement, the Company shall have an additional period of not
more than ninety days within which to file such registration statement.
(b) Expenses of Registration. All expenses incurred in connection with any
registration, qualification or compliance pursuant to this Agreement,
including without limitation, all registration, filing, and qualification
fees, printing expenses, fees and disbursements of counsel for the Company,
and expenses of any special audits incidental to or required by such
registration, shall be borne by the Company.
(c) Indemnification.
(i) The Company will indemnify the Purchaser with respect to such
registration, qualification, or compliance effected pursuant to this
paragraph, and each underwriter, if any, and each person who controls any
underwriter of the Shares held by or issuable to the Purchaser, against all
claims, losses, damages, and liabilities (or actions in respect thereto)
arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification,
or compliance, or based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of
any rule or regulation promulgated under the Securities Act applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification, or compliance, and
will reimburse the Purchaser, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss,
damage or liability arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by an
instrument duly executed by such Purchaser or underwriter specifically for
use therein.
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(ii) The Purchaser will, if Shares held by or issuable to such Purchaser
are included in the securities as to which such registration,
qualification, or compliance is being effected, indemnify the Company, each
of its directors and officers who sign such registration statement, each
underwriter, if any, of the Company's securities covered by such a
registration statement, and each person who controls the Company within the
meaning of the Securities Act, against all claims, losses, damages, and
liabilities (or actions in respect thereto) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained
in any such registration statement, prospectus, offering circular, or other
document, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such directors,
officers, persons, or underwriters for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular, or other document in reliance
upon and in conformity with written information furnished to the Company by
an instrument duly executed by such Purchaser specifically for use therein.
(iii) Each party entitled to indemnification under this paragraph (c)
(the Indemnified Party) shall give notice to the party required to provide
indemnification (the Indemnifying Party) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may
participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
paragraph. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation.
(d) Transfer of Registration Rights. The rights to cause the Company to
register the securities granted to the Purchaser by the Company under
Section 9 may be assigned by the Purchaser to a transferee or assignee of
any of the Purchaser's Shares, provided, that the Company is given written
notice by the Purchaser at the time of or within a reasonable time after
said transfer, stating the name and address of said transferee or assignee
and identifying the securities with respect to which such registration
rights are being assigned.
10. Fees and Expenses. The Purchaser and the Company each agrees to pay
its own expenses incident to the performance of its obligations hereunder,
except that the Company agrees to pay the fees, expenses and disbursements
of the Purchaser's counsel.
11. Survival of the Representations, Warranties, etc. The respective
agreements, representations, warranties, indemnities, and other statements
made by or on behalf of the Company and Purchaser, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation made by or on behalf of the other party to this Agreement or
any officer, director, or employee of, or person controlling or under
common control with, such party, and will survive delivery of any payment
of the Shares.
12. Notices. All communications hereunder shall be in writing, and, if
sent to the Purchaser shall be sufficient in all respects if delivered,
sent by registered mail, or by telecopy and confirmed to the Purchaser at:
Xxxx Xxxxx Xxxxxx Garcao
Lote CT-14
Xxxxxx Xx Xxxxxxx
0000 Xxxxxxx, Xxxxxxxx
125
with a copy sent to:
Xxxxx X. Xxxxx, Esq.
Xxxxxxxx & Xxxxxx
Xxx Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
or, if sent to the Company, shall be delivered, sent by registered mail, or
by telecopy and confirmed to the Company at:
Finet Holdings Corporation
000 Xxxxxxxxxx Xxxxxx, #000
Xxx Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy sent to:
Xxxxxxx X. Xxxxx
Xxxxxx, Xxxxxxxxx & Xxxxxx, LLP
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
13. Miscellaneous.
(b) This Agreement may be executed in one or more counterparts and it is
not necessary that signature of all parties appear on the same counterpart,
but such counterparts together shall constitute but one and the same
agreement.
(c) This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and, with respect to Section 9
hereof, the officers, directors, and controlling persons thereof and each
person under common control therewith, and no other person shall have any
right or obligation hereunder.
(d) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of California.
(e) The headings of the sections of this document have been inserted for
convenience of reference only and shall not be deemed to be a part of this
Agreement.
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IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, all as of the day and year first above written.
COMPANY:
FINET HOLDINGS CORPORATION
By:
President
PURCHASER:
Xxxx Xxxxx Xxxxxx Garcao
SIGNATURE PAGE TO WARRANT PURCHASE AGREEMENT
