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EXHIBIT 1.2
REPRESENTATIVE'S WARRANT AGREEMENT
Representative's WARRANT AGREEMENT (the "Representative's Warrant
Agreement" or "Agreement"), dated as of January 15, 1998, between PAWNMART,
INC. (the "Company"), and FIRST LONDON SECURITIES CORPORATION (the
"Representative").
W I T N E S S E T H:
WHEREAS, the Representative has agreed, pursuant to that certain
underwriting agreement dated as of the date hereof by and between the Company
and the Representative (the "Underwriting Agreement"), to act as the
representative of the Underwriters in connection with the Company's proposed
public offering (the "Public Offering") of 1,200,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), at $5.00 per share
(the "Common Stock IPO Price") and 1,200,000 Series A Redeemable Common Stock
Purchase Warrants (the "Series A Warrants") and 1,200,000 Series B Redeemable
Common Stock Purchase Warrants (the "Series B Warrants") at $.125 and $.0625,
respectively (the "Warrant IPO Price"); and
WHEREAS, the Company proposes to issue to the Representative and/or
persons related to the Representative as those persons are defined in Rule 2710
of the NASD Conduct Rules (the "Holder"), 120,000 warrants ("Common Stock
Representative's Warrants") to purchase 120,000 shares of Common Stock (the
"Shares") and 120,000 warrants ("Series A Warrant Representative's Warrants")
exercisable to purchase 120,000 Series A Warrants (the "Series A Underlying
Warrants") and 120,000 warrants (the "Series B Warrant Representative
Warrants") exercisable to purchase 120,000 Series B Warrants (the "Series B
Underlying Warrants"). The Series A Underlying Warrant and Series B Underlying
Warrants are exercisable to purchase in the aggregate 240,000 shares of Common
Stock (the "Underlying Warrant Shares"). The "Common Stock Representative's
Warrants," the "Series A Warrant Representative's Warrants" and the "Series B
Warrant Representatives Warrants" are collectively referred to as the
"Warrants." The "Shares," the "Series A Underlying Warrants," the "Series B
Underlying Warrant and the "Underlying Warrant Shares" are collectively
referred to as the "Warrant Securities;" and
WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Underwriting
Agreement) by the Company to the holders ("Holders") in consideration for, and
as part of the compensation in connection with, the Representative acting as
representative pursuant to the Underwriting Agreement.
NOW, THEREFORE, in consideration of the premises, the payment by the
Representative to the Company of ONE HUNDRED DOLLARS AND NO CENTS ($100.00),
the agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
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1. Grant and Period.
The Public Offering has been registered under a Registration Statement
on Form SB-2 (File No. 333-38597) (the "Registration Statement") and declared
effective by the Securities and Exchange Commission (the "SEC" or "Commission")
on _______________, 1998 (the "Effective Date"). This Agreement, relating to
the purchase of the Warrants, is entered into pursuant to the Underwriting
Agreement between the Company and the Representative, as representative of the
Underwriters, in connection with the Public Offering.
Pursuant to the Warrants, the Holders are hereby granted the right to
purchase from the Company, at any time during the four year period commencing
December 31, 1998 (one year from the Effective Date) (the "Purchase Date") and
expiring at 5:00 New York time on _______________, 2003, (four years after the
Purchase Date) (the "Expiration Time"), up to 120,000 Shares at an initial
exercise price (subject to adjustment as provided in Article 8) of $6.00 per
share (120% of the Common Stock IPO Price) (the "Share Exercise Price"), up to
240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an
initial exercise price (subject to adjustment as provided in Article 8) of $.15
per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an
initial exercise price (subject to adjustment as provided in Article 8) of
$.075 per Warrant (120% of the Warrant IPO Price) (collectively, the
"Underlying Warrant Exercise Price"), subject to the terms and conditions of
this Agreement. Each Underlying Warrant is exercisable to purchase one
Underlying Warrant Share at (subject to adjustment as provided in Article 8) at
the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") during
the four year period commencing on the Purchase Date and ending on the
Expiration Time.
Except as specifically otherwise provided herein, the Shares, the
Underlying Warrants and the Underlying Warrant Shares constituting the Warrant
Securities shall bear the same terms and conditions as such securities
described under the caption "Description of Securities" in the Registration
Statement, and as designated in the Company's Certificate of Incorporation and
any amendments thereto, and the Underlying Warrants shall be governed by the
terms of the Warrant Agreement executed in connection with the Public Offering
(the "Warrant Agreement"), except as provided herein, and the Holders shall
have registration rights under the Securities Act of 1933, as amended (the
"Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant
Shares, as more fully described in paragraph Article 7 of this Representative's
Warrant Agreement. In the event of any extension of the expiration date or
reduction of the exercise price of the Public Warrants, the same such changes
to the Underlying Warrants shall be simultaneously effected, except that the
Underlying Warrants shall expire no later than five years from the Effective
Date.
2. Warrant Certificates.
The warrant certificates (the "Warrant Certificate") delivered and to
be delivered pursuant to this Agreement shall be in the form set forth in the
form of Warrant Certificate, attached hereto and made a part hereof, with such
appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.
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3. Exercise of Warrant.
3.1 Full Exercise.
(a) A Holder may effect a cash exercise of any of the Common Stock
Representative's Warrants or the Warrant Representative's Warrants and the
Underlying Warrants by surrendering the Warrant Certificate, together with a
Subscription in the form of Exhibit 1 attached thereto, duly executed by such
Holder to the Company, at any time prior to the Expiration Time, at the
Company's principal office, accompanied by payment in cash or by certified or
official bank check payable to the order of the Company in the amount of the
aggregate purchase price of such Warrant Securities, subject to any adjustments
provided for in this Agreement. The aggregate purchase price hereunder for
each Holder shall be equal to the exercise price for such Warrant Securities as
set forth in Article 6 multiplied by the number of Underlying Warrants,
Underlying Warrant Shares or Shares, as applicable, that are the subject of
each Holder's Warrant (as adjusted as hereinafter provided).
(b) In lieu of the payment of the Share Exercise Price or the
Underlying Warrant Share Exercise Price, as the case may be, in the manner
required by Section 3.1(a), the Holder shall have the right to pay such
exercise price for the shares of Common Stock being so purchased by the
surrender to the Company of any exercisable but unexercised portion of such
Holder's Common Stock Representative's Warrants or Underlying Warrants, as the
case may be, having a then Value (as defined below) equal to such exercise
price multiplied by the number of shares of Common Stock being purchased upon
such exercise ("Cashless Exercise Right"). The sum of (i) the number of shares
of Common Stock being purchased upon exercise of the non-surrendered portion of
the Common Stock Representative's Warrants or the Underlying Warrants, as the
case may be, pursuant to this Cashless Exercise Right and (ii) the number of
shares of Common Stock underlying the portion of the warrants being so
surrendered, shall not in any event be greater than the total number of shares
of Common Stock purchasable upon the complete exercise of the warrants being so
surrendered, if the Share Exercise Price or the Underlying Warrant Share
Exercise Price, as the case may be, were paid in cash. The Value of the
portion of the Common Stock Representative's Warrants or Underlying Warrants,
as the case may be, being surrendered shall equal the remainder derived from
subtracting (1) the Share Exercise Price or the Underlying Share Exercise
Price, as the case may be, multiplied by the number of shares of Common Stock
underlying the portion of the warrants being so surrendered from (2) the Market
Value (as defined below) of a share of Common Stock multiplied by the number of
shares of Common Stock underlying the portion of the warrants being so
surrendered. The Market Value shall be determined on a per share basis as of
the close of the business day preceding the exercise, which determination shall
be made as follows: (x) if the Common Stock is listed for trading on a national
or regional stock exchange or is included on the Nasdaq National Market or
SmallCap Market, the average closing sale price quoted on such exchange or the
Nasdaq National Market or SmallCap Market that is published in The Wall Street
Journal for the ten trading days immediately preceding the date of exercise, or
if no trade of the Common Stock shall have been reported during such period,
the last sale price so quoted for the next day prior thereto on which a trade
in the Common Stock was so reported; or (y) if the Common Stock is not so
listed, admitted to trading or included, the average of the closing highest
reported bid and lowest reported
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ask price as quoted on the National Association of Securities Dealer's OTC
Bulletin Board or in the "pink sheets" published by the National Daily
Quotation Bureau for the first day immediately preceding the date of exercise
on which the Common Stock is traded. The Cashless Exercise Right may be
exercised by the Holder by delivering the Warrant Certificate to the Company
together with a Subscription in the form of Exhibit 2 attached thereto, duly
executed by such Holder, in which case no payment of cash will be required.
3.2 Partial Exercise.
The Warrant Securities referred to in Section 3.1 above also may be
exercised from time to time in part by surrendering the Warrant Certificate in
the manner specified in Section 3.1, except that with respect to a cash
exercise, the purchase price payable with respect to such exercise shall be
equal to the number of Warrant Securities being purchased hereunder multiplied
by the exercise price for such Warrant Security, subject to any adjustments
provided for in this Agreement. Upon any such partial exercise, the Company,
at its expense, will forthwith issue to the Holder hereof a new Warrant
Certificate or Warrants of like tenor calling in the aggregate for the number
of securities (as constituted as of the date hereof) for which the Warrant
Certificate shall not have been exercised, issued in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct.
4. Issuance of Certificates.
Upon the exercise of the Warrants or the Underlying Warrants, the
issuance of certificates for the shares of Common Stock or other securities, as
applicable, shall be made forthwith (and in any event within three business
days thereafter) without charge to the Holder thereof including, without
limitation, any tax which may be payable in respect of the issuance thereof,
and such certificates shall (subject to the provisions of Articles 5 and 7) be
issued in the name of, or in such names as may be directed by, the Holder
thereof; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates 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.
The Warrant Certificates and the certificates representing the shares
of Common Stock or other securities, as applicable, shall be executed on behalf
of the Company by the manual or facsimile signature of the then present
Chairman or Vice Chairman of the Board of Directors or Chairman or Vice
Chairman of the Company under its corporate seal reproduced thereon, attested
to by the manual or facsimile signature of the then present Secretary or
Assistant Secretary of the Company. Warrant Certificates shall be dated the
date of execution by the Company upon initial issuance, division, exchange,
substitution or transfer.
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5. Restriction On Transfer of Warrants.
The Holder of a Warrant Certificate, by acceptance thereof, covenants
and agrees that the Warrants may not be sold, transferred, assigned,
hypothecated or otherwise disposed of, in whole or in part, except (a) to
officers of the Representative or to officers and partners of the other
Underwriters or Selected Dealers participating in the Public Offering; (b) by
will; or (c) by operation of law.
6. Exercise Price.
6.1 Initial and Adjusted Exercise Prices.
The initial Share Exercise Price of each Common Stock Representative's
Warrant shall be $6.00 per share (120% of the Common Stock IPO Price) . The
initial Underlying Warrant Exercise Price of each Warrant Representative's
Warrant shall be $.153 and $.075 per Series A Warrants and Series B Warrants,
respectively, that make up the Underlying Warrants (120% of the Warrant IPO
Price). The initial Underlying Warrant Share Exercise Price of each Underlying
Warrant shall be the Warrant IPO Price. The adjusted exercise price of any
Warrant Security shall be the price which shall result from time to time from
any and all adjustments of the initial exercise price in accordance with the
provisions of Article 8. The Warrant Representative's Warrants and the
Underlying Warrants are exercisable during the four year period commencing on
the Purchase Date.
6.2 Exercise Price.
The term "exercise price" herein shall mean the initial exercise price
or the adjusted exercise price, depending upon the context.
7. Registration Rights.
7.1 Registration Under the Securities Act of 1933.
The Shares, the Underlying Warrants and the Underlying Warrants Shares
(collectively the "Registrable Securities") have been registered under the
Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in
whole, of the Warrants, certificates representing the Shares, the Underlying
Warrants or the Underlying Warrants Shares, as the case may be, shall bear the
following legend in the event there is no current registration statement
effective with the Commission at such time as to such securities:
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The securities represented by this certificate may not be offered or
sold except pursuant to (i) an effective registration statement under
the Securities Act of 1933, as amended (the "Act"), (ii) to the extent
applicable, Rule 144 under the Act (or any similar rule under such Act
relating to the disposition of securities), or (iii) an opinion of
counsel, if such opinion shall be reasonably satisfactory to counsel
to the issuer, that an exemption from registration under such Act and
applicable state securities laws is available.
7.2 Piggyback Registration.
If, at any time commencing after the Effective Date of the Public
Offering and expiring seven (7) years thereafter, the Company prepares and
files a post-effective amendment to the Registration Statement, or a new
registration statement, under the Act, or files a Notification on Form 1-A or
otherwise registers securities under the Act, or files a similar disclosure
document with the Commission (collectively the "Registration Documents") as to
any of its securities under the Act (other than under a registration statement
pursuant to Form S-8 or Form S-4 or small business issue equivalent), it will
give written notice by registered mail, at least 30 days prior to the filing of
each such Registration Document, to the Representative and to all other Holders
of the Registrable Securities of its intention to do so. If the Representative
or other Holders of the Registrable Securities notify the Company within 20
days after receipt of any such notice of its or their desire to include any
such Registrable Securities in such proposed Registration Documents, the
Company shall afford the Representative and such Holders of such Registrable
Securities the opportunity to have any Registrable Securities registered under
such Registration Documents or any other available Registration Document.
Notwithstanding the provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 7.2 (irrespective of whether a written request for inclusion of
any such securities shall have been made) to elect not to file any such
proposed registration statement, or to withdraw the same after the filing but
prior to the effective date thereof.
7.3 Demand Registration.
(a) At any time commencing one year after the Effective Date of
the Public Offering, and expiring four years thereafter, the Holders of
Registrable Securities representing more than 50% of such securities at that
time outstanding shall have the right (which is in addition to the registration
rights under Section 7.2), exercisable by written notice to the Company, to
have the Company prepare and file with the Commission at the sole expense of
the Company, on one occasion, a registration statement and/or such other
documents, including a prospectus, and/or any other appropriate disclosure
document as may be reasonably necessary in the opinion of both counsel for the
Company and counsel for the Representative and Holders, in order to comply with
the provisions of the Act, so as to permit a public offering and sale of their
respective Registrable Securities for nine consecutive months (or such longer
period of time as permitted by the Act) by such Holders and any
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other Holders of any of the Registrable Securities who notify the Company
within ten days after being given notice from the Company of such request (a
"Demand Registration"). A Demand Registration shall not be counted as a Demand
Registration hereunder until such Demand Registration has been declared
effective by the SEC and maintained continuously effective for a period of at
least nine months, subject to reasonable "black-out" periods in which event
such nine months shall be extended by a number of days equal to the duration
and the "black-out" periods, or such shorter period when all Registrable
Securities included therein have been sold in accordance with such Demand
Registration, provided that a Demand Registration shall be counted as a Demand
Registration hereunder if the Company ceases its efforts in respect of such
Demand Registration at the request of the majority Holders making the demand
for a reason other than a material and adverse change in the business, assets,
prospects or condition (financial or otherwise) of the Company and its
subsidiaries taken as a whole.
(b) The Company covenants and agrees to give written notice of any
registration request under this Section 7.3 by the majority of the Holders to
all other registered Holders of any of the Registrable Securities within ten
days from the date of the receipt of any such registration request.
(c) In addition to the registration rights under Section 7.2 and
subsection (a) of this Section 7.3, at any time commencing one year after the
Effective Date of the Public Offering, and expiring four years thereafter, the
Holders of any Registrable Securities representing more than 50% of such
securities shall have the right, exercisable by written request to the Company,
to have the Company prepare and file, on one occasion, with the Commission a
registration statement or any other appropriate disclosure document so as to
permit a public offering and sale for nine consecutive months (or such longer
period of time as permitted by the Act) by any such Holder of Registrable
Securities; provided, however, that the provisions of Section 7.4(b) shall not
apply to any such registration request and registration and all costs incident
thereto shall be at the expense of the Holder or Holders participating in the
offering pro-rata.
(d) Any written request by the Holders made pursuant to this
Section 7.3 shall:
(i) Specify the number of Registrable Securities which
the Holders intend to offer and sell and the minimum price at which
the Holders intend to offer and sell such securities;
(ii) State the intention of the Holders to offer such
securities for sale;
(iii) Describe the intended method of distribution of such
securities; and
(iv) Contain an undertaking on the part of the Holders to
provide all such information and materials concerning the Holders and
take all such action as may be reasonably required to permit the
Company to comply with all applicable requirements of the Commission
and to obtain acceleration of the effective date of the registration
statement.
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(e) In the event the Company receives from the Holders of any
Registrable Securities representing more than 50% of such securities at that
time outstanding, a request that the Company effect a registration on Form S-3
with respect to the Registrable Securities and if Form S-3 is available for
such offering, the Company shall, as soon as practicable, effect such
registration as would permit or facilitate the sale and distribution of the
Registrable Securities as are specified in the request. All expenses incurred
in connection with a registration requested pursuant to this Subsection (e)
shall be borne by the Company. Registrations effected pursuant to this
Subsection (e) shall not be counted as registrations pursuant to Sections 7.3
(a) and 7.3 (c).
7.4 Covenants of the Company With Respect to Registration.
In connection with any registration under Section 7.2 or 7.3, the
Company covenants and agrees as follows:
(a) The Company shall use its best efforts to file a registration
statement within 45 days of receipt of any demand pursuant to Section 7.3, and
shall use its best efforts to have any such registration statement declared
effective at the earliest practicable time. The Company will promptly notify
each seller of such Registrable Securities, and confirm such advice in writing,
(i) when such registration statement becomes effective, (ii) when any
post-effective amendment to such registration statement becomes effective, and
(iii) of any request by the SEC for any amendment or supplement to such
registration statement or any prospectus relating thereto or for additional
information.
The Company shall furnish to each seller of such Registrable
Securities such number of copies of such registration statement and of each
such amendment and supplement thereto (in each case including each preliminary
prospectus and summary prospectus) in conformity with the requirements of the
Act, and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities by such seller.
(b) The Company shall pay all costs (excluding transfer taxes, if
any, and fees and reasonable expenses of Holder's counsel (such costs of
counsel not to exceed $10,000)), fees and expenses in connection with all
registration statements filed pursuant to Sections 7.2 and 7.3(a) including,
without limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses. If the Company shall fail to comply with the
provisions of Section 7.3(a), the Company shall, in addition to any other
equitable or other relief available to the Holder, be liable for any or all
special and consequential damages sustained by the Holder requesting
registration of their Registrable Securities.
(c) The Company shall prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be reasonably necessary to keep such
registration statement effective for at least nine months, and to comply with
the provisions of the Act with respect to the disposition of all securities
covered by such registration statement during such period in accordance with
the intended methods of disposition by the seller or sellers of Registrable
Securities set forth in such registration statement. If at any time the SEC
should
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institute or threaten to institute any proceedings for the purpose of issuing a
stop order suspending the effectiveness of any such registration statement, the
Company will promptly notify each seller of such Registrable Securities and
will use all reasonable efforts to prevent the issuance of any such stop order
or to obtain the withdrawal thereof as soon as possible. The Company will use
its good faith reasonable efforts and take all reasonably necessary action
which may be required in qualifying or registering the Registrable Securities
included in a registration statement for offering and sale under the securities
or blue sky laws of such states as reasonably are required by the seller of
such Registrable Securities, provided that the Company shall not be obligated
to execute or file any general consent to service of process or to qualify as a
foreign corporation to do business under the laws of any such jurisdiction.
The Company shall use its good faith reasonable efforts to cause such
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities of the
United States or any state thereof as may be reasonably necessary to enable the
seller or sellers thereof to consummate the disposition of such Registrable
Securities.
(d) The Company shall indemnify the Holder of the Registrable
Securities to be sold pursuant to any registration statement and each person,
if any, who controls such Holders within the meaning of Section 15 of the Act
or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), against all loss, claim, damage, expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act,
the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant to
which the Company has agreed to indemnify the Representative as contained in
the Underwriting Agreement.
(e) If requested by the Company prior to the filing of any
registration statement covering the Registrable Securities, each of the Holders
of the Registrable Securities to be sold pursuant to a registration statement,
and their successors and assigns, shall severally, and not jointly, indemnify
the Company, its officers and directors and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage or expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from written information
furnished by such Holder, or their successors or assigns, for specific
inclusion in such registration statement to the same extent and with the same
effect as the provisions contained in the Underwriting Agreement pursuant to
which the Representative have agreed to indemnify the Company, except that the
maximum amount which may be recovered from each Holder pursuant to this
paragraph or otherwise shall be limited to the amount of net proceeds received
by the Holder from the sale of the Registrable Securities.
(f) Nothing contained in this Agreement shall be construed as
requiring the Holders to exercise their Warrants or Underlying Warrants prior
to the filing of any registration statement or the effectiveness thereof.
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(g) The Company shall not permit the inclusion of any securities
other than the Registrable Securities to be included in any registration
statement filed pursuant to Section 7.3 without the prior written consent of
the Holders of the Registrable Securities representing a majority of such
securities.
(h) The Company shall furnish to each Holder participating in the
offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter, of (i) an opinion of counsel to the Company, dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the Underwriting Agreement), and (ii) a "cold comfort" letter
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date
of the closing under the Underwriting Agreement) signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants' letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities.
(i) The Company shall deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD"). Such investigation shall
include access to books, records and properties and opportunities to discuss
the business of the Company with its officers and independent auditors, all to
such reasonable extent and at such reasonable times and as often as any such
Holder shall reasonably request.
(j) With respect to a registration statement filed pursuant to
Section 7.3, the Company, if requested, shall enter into an Underwriting
Agreement with the managing underwriter, reasonably satisfactory to the
Company, selected for such underwriting by Holders holding a majority of the
Registrable Securities requested to be included in such underwriting. Such
agreement shall be satisfactory in form and substance to the Company, each
Holder and such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The
Holders, if required by the underwriter to be parties to any underwriting
agreement relating to an underwritten sale of their Registrable Securities,
may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall
also be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution.
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(k) Notwithstanding the provisions of Section 7.2 or Section 7.3
of this Agreement, the Company shall not be required to effect or cause the
registration of Registrable Securities pursuant to Section 7.2 or Section 7.3
if and to the extent that, within 30 days after its receipt of a request to
register such Registrable Securities (i) counsel for the Company delivers an
opinion to the Holders requesting registration of such Registrable Securities,
in form and substance satisfactory to counsel to such Holder, to the effect
that the entire number of Registrable Securities proposed to be sold by such
Holders may otherwise be sold, in the manner proposed by such Holder, without
registration under the Securities Act, or (ii) the SEC shall have issued a
no-action position, in form and substance reasonably satisfactory to counsel
for the Holder requesting registration of such Registrable Securities, to the
effect that the entire number of Registrable Securities proposed to be sold by
such Holder may be sold by it, in the manner proposed by such Holder, without
registration under the Securities Act.
(l) After completion of the Public Offering, the Company shall
not, directly or indirectly, enter into any merger, business combination or
consolidation in which (i) the Company shall not be the surviving corporation
and (ii) the stockholders of the Company are to receive, in whole or in part,
capital stock or other securities of the surviving corporation, unless the
surviving corporation shall, prior to such merger, business combination or
consolidation, agree in writing to assume the obligations of the Company under
this Agreement, and for that purpose references hereunder to "Registrable
Securities" shall be deemed to include the securities which the Holders would
be entitled to receive in exchange for Registrable Securities under any such
merger, business combination or consolidation, provided that to the extent such
securities to be received are convertible into shares of Common Stock of the
issuer thereof, then any such shares of Common Stock as are issued or issuable
upon conversion of said convertible securities shall also be included within
the definition of "Registrable Securities".
8. Adjustments to Exercise Price and Number of Securities.
8.1 Adjustment for Dividends, Subdivisions, Combinations or
Reclassification.
In case the Company shall (a) pay a dividend or make a distribution in
shares of its capital stock (whether shares of Common Stock or of capital stock
of any other class), (b) subdivide its outstanding shares of Common Stock into
a greater number of shares, (c) combine its outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of its shares
of Common Stock any shares of capital stock of the Company; then, and in each
such case, the Share Exercise Price, the Underlying Warrant Exercise Price and
the number of Warrants in effect immediately prior to such action shall be
adjusted so that the Holder thereafter upon the exercise hereof shall be
entitled to receive the number and kind of shares of the Company which such
Holder would have owned immediately following such action had this warrant been
exercised immediately prior thereto. An adjustment made pursuant to this
Section shall become effective immediately after the record date in the case of
a dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.
If, as a result of an adjustment made pursuant to this Section, the Holder
shall become entitled to receive shares of two
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or more classes of capital stock of the Company, the Board of Directors of the
Company (whose determination shall be conclusive) shall determine the
allocation of the adjusted Share Exercise Price and Underlying Warrant Exercise
Price between or among shares of such class of capital stock.
Immediately upon any adjustment of the exercise price of any Warrant
pursuant to this Section, the Company shall send written notice thereof to the
Holder of Warrant Certificates (by first class mail, postage prepaid), which
notice shall state the exercise price of such Warrant resulting from such
adjustment, and any increase or decrease in the number of Warrant Securities to
be acquired upon exercise of the Warrants, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.
8.2 Adjustment For Reorganization, Merger or Consolidation.
In case of any reorganization of the Company or consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Warrant agreement providing that the Holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
Warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the
number of shares of Common Stock of the Company for which such Warrant might
have been exercised immediately prior to such reorganization, consolidation,
merger, conveyance, sale or transfer. Such supplemental Warrant agreement
shall provide for adjustments which shall be identical to the adjustments
provided in Section 8.1 and such registration rights and other rights as
provided in this Agreement. The Company shall not effect any such
consolidation, merger, or similar transaction as contemplated by this Section
8.2, unless prior to or simultaneously with the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing, receiving, or leasing
such assets or other appropriate corporation or entity shall assume, by written
instrument executed and delivered to the Holders, the obligation to deliver to
the Holders, such shares of stock, securities, or assets as, in accordance with
the foregoing provisions, such holders may be entitled to purchase, and to
perform the other obligations of the Company under this Agreement. The above
provision of this Subsection shall similarly apply to successive consolidations
or successively whenever any event listed above shall occur.
8.3 Dividends and Other Distributions.
In the event that the Company shall at any time prior to the exercise
of all of the Warrants and Underlying Warrants distribute to its stockholders
any assets, property, rights, evidences of indebtedness, securities (other than
a distribution made as a cash dividend payable out of earnings or out of any
earned surplus legally available for dividends under the laws of the
jurisdictions of incorporation of the Company), whether issued by the Company
or by another, the Holders of the unexercised Warrants shall thereafter be
entitled, in addition to the shares of Common Stock or other
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securities and property receivable upon the exercise thereof, to receive, upon
the exercise of such Warrants, the same property, assets, rights, evidences of
indebtedness, securities or any other thing of value that they would have been
entitled to receive at the time of such distribution as if the Warrants had
been exercised immediately prior to such distribution. At the time of any such
distribution, the Company shall make appropriate reserves to ensure the timely
performance of the provisions of this subsection or an adjustment to the
exercise price of such Warrants, which shall be effective as of the day
following the record date for such distribution.
8.4 Adjustment in Number of Securities.
Upon each adjustment of the exercise price of Warrants pursuant to the
provisions of this Article 8, the number of securities issuable upon the
exercise of each Warrant and Underlying Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the exercise price in
effect immediately prior to such adjustment by the number of securities
issuable upon exercise of the Warrants and the Underlying Warrants immediately
prior to such adjustment and dividing the product so obtained by the adjusted
exercise price.
8.5 No Adjustment of Exercise Price in Certain Cases.
No adjustment of the exercise price of any Warrant shall be made if
the amount of said adjustment would be less than $.05 per security; provided,
however, that in any 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 which, together with any
adjustment so carried forward, shall amount to at least $.05 per security.
8.6 Accountant's Certificate of Adjustment.
In each case of an adjustment or readjustment of the Share Exercise
Price, Underlying Warrant Exercise Price or the number of any securities
issuable upon exercise of the Warrants or the Underlying Warrants, the Company,
at its expense, shall cause independent certified public accountants of
recognized standing selected by the Company (who may be the independent
certified public accountants then auditing the books of the Company) to compute
such adjustment or readjustment in accordance herewith and prepare a
certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to any Holder of the
Warrants or the Underlying Warrants, as the case may be, at the Holder's
address as shown on the Company's books. The certificate shall set forth such
adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based including, but not limited to, a statement
of (i) the Share Exercise Price or the Underlying Warrant Share Exercise Price
at the time in effect, and (ii) the number of additional securities and the
type and amount, if any, of other property which at the time would be received
upon exercise of the Warrants or Underlying Warrants, as the case may be.
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8.7 Adjustment of Underlying Warrant Exercise Price.
With respect to any of the Underlying Warrants whether or not the
Underlying Warrants have been exercised (or are exercisable) and whether or not
the Underlying Warrants are issued and outstanding, the Underlying Warrant
Share Exercise Price and the number of Underlying Warrant Shares shall be
automatically adjusted in accordance with the Warrant Agreement between the
Company and the Company's transfer agent, upon occurrence of any of the events
relating to adjustments described therein. Thereafter, the Underlying Warrants
shall be exercisable at such adjusted Underlying Warrant Share Exercise Price
for such adjusted number of Underlying Warrant Shares or other securities,
properties or rights.
9. Exchange and Replacement of Warrant Certificates.
Each Warrant Certificate is exchangeable without expense, upon the
surrender thereof by the registered Holder at the principal executive office of
the Company, for a new Warrant Certificate of like tenor and date representing
in the aggregate the right to purchase the same number of securities in such
denominations as shall be designated by the Holder thereof 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 any Warrant Certificate, and,
in case of loss, theft or destruction, 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 the Warrants, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.
10. Elimination of Fractional Interest.
The Company shall not be required to issue certificates representing
fractions of shares of Common Stock upon the exercise of the Warrants or
Underlying Warrants, nor shall it be required to issue script or pay cash in
lieu of fractional interests, it being the intent of the parties that all
fractional interests may be eliminated, at the Company's option, by rounding
any fraction up to the nearest whole number of shares of Common Stock or other
securities, properties or rights, or in lieu thereof paying cash equal to such
fractional interest multiplied by the current value of a share of Common Stock.
11. Reservation and Listing.
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 the
exercise of the Warrants and the Underlying Warrants, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon
exercise of the Warrants or the Underlying Warrants, and payment of the
exercise price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid,
non-assessable and not subject to the preemptive rights of any stockholder. As
long
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as the Warrants and Underlying Warrants shall be outstanding, the Company shall
use its best efforts to cause all shares of Common Stock issuable upon the
exercise of the Warrants and the Underlying Warrants to be listed and quoted
(subject to official notice of issuance) on all securities exchanges and
systems on which the Common Stock and/or the Public Warrants may then be listed
and/or quoted, including Nasdaq.
12. Notices to Warrant Holders.
Nothing contained in this Agreement shall be construed as conferring
upon the Holders of the Warrants or the Underlying Warrants 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 the Warrants and the Underlying Warrants
and their 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 entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
(b) The Company shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor; or
(c) 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;
then, in any one or more of said events, the Company shall give written notice
of such event at least 15 days prior to the date fixed as a record date of the
date of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, convertible or exchangeable securities
or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notices 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 the declaration or payment of any such dividend, or
the issuance of any convertible or exchangeable securities, or subscription
rights, options or warrants, or any proposed dissolution, liquidation, winding
up or sale.
13. Underlying Warrants.
The form of the certificate representing the Underlying Warrants (and
the form of election to purchase shares of Common Stock upon the exercise of
the Underlying Warrants and the form of assignment printed on the reverse
thereof) shall be substantially as set forth in the exhibits to the
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Warrant Agreement. Subject to the terms of this Agreement, one Underlying
Warrant shall evidence the right to initially purchase one fully paid and
nonassessable share of Common Stock at the Warrant IPO Price during the four
year period commencing on the Purchase Date and ending at the Effective Time,
at which time the Underlying Warrants Share shall expire. The Underlying
Warrant Share Exercise Price and the number of Underlying Warrant Shares
issuable upon the exercise of the Underlying Warrants are subject to
adjustment, whether or not the Warrants have been exercised and the Underlying
Warrants have been issued, in the manner and upon the occurrence of the events
set forth in the Warrant Agreement, which is hereby incorporated herein by
reference and made a part hereof as if set forth in its entirety herein.
Subject to the provisions of this Agreement and upon issuance of the Underlying
Warrants, each registered holder of such Underlying Warrant shall have the
right to purchase from the Company (and the Company shall issue to such
registered holders) up to the number of fully paid and nonassessable shares of
Common Stock (subject to adjustment as provided in the Warrant Agreement) set
forth in such Warrant Certificate, free and clear of all preemptive rights of
stockholders, provided that such registered Holder complies with the terms
governing exercise of the Underlying Warrant set forth in the Warrant
Agreement, and pays the applicable Underlying Warrant Share Exercise Price,
determined in accordance with the terms of the Warrant Agreement. Upon
exercise of the Underlying Warrants, the Company shall forthwith issue to the
registered holder of any such Underlying Warrant in his name or in such name as
may be directed by him, certificates for the number of shares of Common Stock
so purchased. Except as otherwise provided herein and in this Agreement, the
Underlying Warrants shall be governed in all respects by the terms of the
Warrant Agreement. The Underlying Warrants shall be transferable in the manner
provided in the Warrant Agreement, and upon any such transfer, a new Underlying
Warrant certificate shall be issued promptly to the transferee. The Company
covenants to send to each Holder, irrespective of whether or not the Warrants
have been exercised, any and all notices required by the Warrant Agreement to
be sent to holders of Underlying Warrants.
14. Notices.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly given when personally
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of any of the Registrable
Securities, 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 below or to such
other address as the Company may designate by notice to the Holders.
PawnMart, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
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With a copy to: Jordaan & ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Jakes Jordaan
15. Entire Agreement: Modification.
This Agreement (and the Underwriting Agreement and Warrant Agreement
to the extent applicable) contain the entire understanding between the parties
hereto with respect to the subject matter hereof, and the terms and provisions
of this Agreement may not be modified, waived or amended except in a writing
executed by the Company and the Holders of at least a majority of Registrable
Securities (based on underlying numbers of shares of Common Stock). Notice of
any modification, waiver or amendment shall be promptly provided to any Holder
not consenting to such modification, waiver or amendment.
16. Successors.
All the covenants and provisions of this Agreement shall be binding
upon and inure to the benefit of the Company, the Holders and their respective
successors and assigns hereunder.
17. Termination.
This Agreement shall terminate at 5:00 New York time on
_______________, 2003. Notwithstanding the foregoing, the indemnification
provisions of Section 7 shall survive such termination.
18. Governing Law; Submission to Jurisdiction.
This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Texas and for all
purposes shall be construed in accordance with the laws of said State without
giving effect to the rules of said State governing the conflicts of laws. The
Company, the Representative and the Holders hereby agree that any action,
proceeding or claim arising out of, or relating in any way to, this Agreement
shall be brought and enforced in a federal or state court of competent
jurisdiction with venue only in the State District court in Dallas, County,
Texas or the United States District Court for the Northern District of Texas,
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company, the Representative and the Holders hereby irrevocably
waive any objection to such exclusive jurisdiction or inconvenient forum. Any
such process or summons to be served upon any of the Company, the
Representative and the Holders (at the option of the party bringing such
action, proceeding or claim) may be served by transmitting a copy thereof, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 14 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the party
so served in any action, proceeding or claim.
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19. Severability.
If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.
20. Captions.
The caption headings of the Sections of this Agreement are for
convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive
effect.
21. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the Representative and any other
registered Holder of the Warrant Certificates or Registrable Securities any
legal or equitable right, remedy or claim under this Agreement; and this
Agreement shall be for the sole and exclusive benefit of the Company and the
Representative and any other Holder of the Warrant Certificates or Registrable
Securities.
22. Counterparts.
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and
such counterparts shall together constitute but one and the same instrument.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
PAWNMART, INC.
By:
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive
Officer
Attest:
------------------------------
, Secretary
FIRST LONDON SECURITIES CORPORATION
By:
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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EXHIBIT A
20
WARRANT CERTIFICATE
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M, NEW YORK TIME ON DECEMBER 31, 2002
NO. W-______ Series A Underlying
---------- Warrants
Common Stock Series B Warrant
---------- Representative's ---------- Representatives
Warrants Warrants
Series A Warrant Series B Underlying
---------- Representative's ---------- Warrants
Warrants
This Warrant Certificate certifies that ___________________________, or
registered assigns, is the registered holder (the "Holder") of
______________________________ Common Stock Representative's Warrant, __________
Series A Warrant Representative's Warrants, __________ Series A Underlying
Warrants, __________ Series B Warrant Representative's Warrants and __________
Series B Underlying Warrants of Pawn Mart, Inc. (the "Company"). Each Common
Stock Representative's Warrant permits the Holder to purchase initially, at any
time from _______________, 1999 (the "Purchase Date") until 5:00 p.m. New York
Time on _______________, 2003 (the "Expiration Time"), one share of the
Company's Common Stock at the initial exercise price, subject to adjustment in
certain events (the "Share Exercise Price"), of $6.00 per share (120% of the
Common Stock IPO Price). Each Series A Warrant Representative's Warrant permits
the Holder to purchase initially, at any time from the Purchase Date until the
Expiration Time, one Series A Underlying Warrant at the initial exercise price,
subject to adjustment in certain events, of $.15 per Series A Underlying Warrant
(120% of the Warrant IPO Price). Each Series B Warrant Representative Warrant
permits the Holder to purchase initially, at any time from the Purchase Date
21
until the Expiration Time, one Series B Underlying Warrant at the initial
exercise price, subject to adjustments in certain events, of $.075 per Series B
Underlying Warrant (120% of the Warrant IPO Purchase Price). Each Series A
Underlying Warrant permits the Holder thereof to purchase, at any time from the
Purchase Date until the Expiration Time, one share of the Company's Common
Stock at the initial exercise price, subject to adjustment in certain events,
of $6.00 per share. Each Series B Underlying Warrant permits the Holder
thereof to purchase, at any time from the Purchase Date until the Exercise
Time, one share of the Company Common Stock at the initial exercise price,
subject to adjustment in certain event, of $8.00 per share.
Any exercise of Common Stock Representative's Warrants, Warrant
Representative's Warrants, Series A Underlying Warrants or Series B Underlying
Warrants shall be effected by surrender of this Warrant Certificate and payment
of the exercise price thereof at an office or agency of the Company, but
subject to the conditions set forth herein and in the Representative's Warrant
Agreement dated as of _______________, 1998, between the Company and First
London Securities Corporation (the "Representative's Warrant Agreement").
Payment of the exercise price shall be made by certified check or official bank
check in New York Clearing House funds payable to the order of the Company in
the event there is no cashless exercise pursuant to Section 3.1(b) of the
Representative's Warrant Agreement. The Common Stock Representative's
Warrants, the Warrant Representative's Warrants, and the Series A Underlying
Warrants and Series B Underlying Warrants are collectively referred to as
"Warrants".
No Warrant may be exercised after the Expiration Time, at which time
all Warrants evidenced hereby, unless exercised prior thereto, hereby shall
thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Representative's Warrant
Agreement, which Representative's Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation or rights, obligations, duties and
immunities thereunder of the Company and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder) of the Warrants.
The Representative's Warrant Agreement provides that upon the
occurrence of certain events, the exercise price, the type and the number of
the Company's securities issuable thereupon may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the holder,
issue a new Warrant Certificate evidencing the adjustment in the exercise price
and the number or type of securities, as the case may be, issuable upon the
exercise of the Warrants; provided, however, that the failure of the Company to
issue such new Warrant Certificates shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Representative's
Warrant Agreement.
Upon due presentment for registration or transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferees in exchange
2
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for this Warrant Certificate, subject to the limitations provided herein and in
the Representative's Warrant Agreement, without any charge except for any tax
or other governmental charge imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the Holder, and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
All terms used in this Warrant Certificate which are defined in the
Representative's Warrant Agreement shall have the meanings assigned to them in
the Representative's Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of _______________, 1998
800 TRAVEL SYSTEMS, INC.
By:
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive
Officer
Attest:
------------------------------
, Secretary
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23
EXHIBIT 1
FORM OF SUBSCRIPTION (CASH EXERCISE)
(To be signed only upon exercise of Warrant)
TO: PawnMart, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The undersigned, the Holder of Warrant Certificate number ____ (the
"Warrant"), representing ______________ Common Stock Representative's Warrants,
__________ Warrant Representative's Warrants, _______________ Series A
Underlying Warrants and __________ Series B Underlying of PawnMart, Inc. (the
"Company"), which Warrant Certificate is being delivered herewith, hereby
irrevocably elects to exercise the purchase right provided by the Warrant
Certificate for, and to purchase thereunder, _____________ Shares,
_____________ Series A Underlying Warrants, __________ Series B Underlying
Warrants, and herewith makes payment of $____________ therefor, and requests
that the certificates for such securities be issued in the name of, and
delivered to, ____________ _____________________________ whose address is
____________________________________, all in accordance with the
Representative's Warrant Agreement and the Warrant Certificate.
Dated:
-------------------------
---------------------------------------
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant Certificate)
---------------------------------------
---------------------------------------
(Address)
4
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EXHIBIT 2
FORM OF SUBSCRIPTION (CASHLESS EXERCISE)
TO: PawnMart, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The undersigned, the Holder of Warrant Certificate number ____ (the
"Warrant"), representing ___________ Common Stock Representative's Warrants
_________________ Series A Underlying Warrants and __________ Series B
Underlying Warrants of PawnMart, Inc. (the "Company"), which Warrant is being
delivered herewith, hereby irrevocably elects the cashless exercise of the
purchase right provided by the Representative's Warrant Agreement and the
Warrant Certificate for, and to purchase thereunder, shares of the Company
Common Stock in accordance with the formula provided at Article 3 of the
Representative's Warrant Agreement. The undersigned requests that the
certificates for such shares be issued in the name of, and delivered to,
_______________________________________________________________________________
whose address is, _____________________________________________________________
all in accordance with the Warrant Certificate.
Dated:-------------------------
---------------------------------------
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant Certificate)
---------------------------------------
---------------------------------------
(Address)
5
25
(FORM OF ASSIGNMENT)
(To be exercised by the registered holder if such
holder desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED ____________________________________________________________
hereby sells, assigns and transfers unto
(Print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, and full power of substitution.
Dated: Signature:
-------------------------
---------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
fact of the Warrant Certificate)
---------------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)
6
