XXXXX FINANCIAL GROUP, INC.
CLASS A WARRANT TO PURCHASE COMMON STOCK
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR UNDER ANY APPLICABLE STATE LAW, AND NO
INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID
SECURITIES OR (B) THE COMPANY ISSUING THIS WARRANT RECEIVES AN OPINION
OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY
LEGAL COUNSEL FOR THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION. NEITHER THE OFFERING OF THE
SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY AN
ADMINISTRATOR UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE
LAW.
No. ___________________ CLASS A WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF
XXXXX FINANCIAL GROUP, INC.
a Georgia corporation
CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
XXXXX FINANCIAL GROUP. INC.
FOR VALUE RECEIVED, XXXXX FINANCIAL GROUP, INC. , a Georgia
corporation (the "Company"), hereby grants to
________________________________ ____________(the "Holder"), the
right, subject to the terms of this Warrant, to purchase, on or before
5:00 PM Eastern Time on January 31, 2003 (the "Expiration Date"), at
an exercise price of two dollars ( $2.00 ) per share,(the "Exercise
Price"), ______________(_________________ ) fully paid and
nonassessable shares of Common Stock, par value $.01 per share of the
Company, subject to adjustment under this Warrant. The shares of
Common Stock of the Company obtainable upon exercise of this Warrant
are referred to herein as the "Shares."
Section 1. Definitions. As used in this Warrant, unless the context
-----------
otherwise requires:
1.1 "Exercise Price" means the price at which each Share
may be purchased upon exercise of this Warrant, as stated
above in the first sentence of this Warrant.
1.2 "Shares" means shares of Common Stock of the Company,
described and designated ]in the Certificate of Incorporation
and resolutions adopted by the Board of Directors of the
Company.
1.3 "Expiration Date" means January 31, 2003.
1.4 "Securities Act" means the Securities Act of 1933, as
amended from time to time, and all rules and regulations
promulgated thereunder, or any act, rules or regulations
which replace the Securities Act or any such rules and
regulations.
Exhibit 4.3 - Pg. 1
Section 2. Duration and Exercise of Warrant,
--------------------------------
2.1 Exercise Period. Subject to the provisions hereof,
this Warrant may be exercised only on or before the Expiration Date,
After the Expiration Date this Warrant shall become void, and all
rights to purchase Shares hereunder shall thereupon cease.
2.2 Method of Exercise. This Warrant may be exercised by
the Holder, in whole or in part, by (i) surrendering this Warrant to
the Secretary of the Company, (ii) tendering to the Company payment
in full in cash in the form of a certified check of the Holder
payable to the order of the Company in the amount of the Exercise
Price for the Shares and (iii ) executing and delivering to the
Secretary of the Company the attached Exercise Form. Upon exercise,
the Holder shall be deemed to be the holder of record of the Shares
for which exercise is made, even though the transfer or registrar
books of the Company may then be closed or certificates representing
such Shares may not then be actually delivered to the Holder. The
number of Shares acquired by exercise of this Warrant shall equal
the amount of cash described above divided by the Exercise Price
described above.
2.3 Certificates. As soon as practicable after the
exercise, certificates for Shares shall be delivered to the Holder.
2.4 Securities Act Compliance. Unless the transfer of the
Shares shall have been registered under the Securities Act, as a
condition of the delivery of certificates for the Shares, the Company
may require the Holder to deliver to the Company in writing, its own
representations, regarding the Holder's sophistication, Investment
intent, acquisition for account and such other matters as are
reasonable and customary for purchasers of securities in an
unregistered private offering. The Company may place conspicuously
upon each certificate representing the Shares a legend substantially
in the following form, the terms of which are hereby agreed to in
advance by the Holder:
'THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE
STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A)
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES OR (B) THIS CORPORATION RECEIVES AN
OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES
CONCURRED IN BY LEGAL COUNSEL FOR XXXXX FINANCIAL GROUP, INC.,
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER
APPLICABLE SECURITIES LAWS. NEITHER THE OFFERING OF THE
SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY AN
ADMINISTRATOR UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE
STATE LAW'
2.5 Taxes. The Company shall not be required to pay any
tax which mav be payable in respect of any transfer of this Warrant or
in respect of the issuance or transfer of the Shares.
Section 3. Validity and Reservation of Shares. The Company covenants
----------------------------------
that the Shares issued upon exercise of this Warrant, pursuant to the
terms and conditions herein, will be validly issued, fully paid,
nonassessable and free of preemptive rights. The Company agrees that,
upon exercise of the Warrant, the Company will have authorized for
issuance a sufficient number of Shares to provide for exercise in full
of this Warrant.
Exhibit 4.3 - Pg. 2
Section 4. Fractional Shares. No fractional Shares shall be issued
-----------------
upon the exercise of this Warrant.
Section 5. Redemption. The Company may redeem this Warrant upon
----------
thirty (30) days notice at one cent $0.01 per Warrant Share when the
closing bid price of the Company's Common Stock on any market on which
the Common Stock is then traded equals or exceeds three dollars ($3.00)
for twenty (20) consecutive trading days ending not more than three (3)
days prior to the mailing of the notice of redemption. The Holder
shall have the right to exercise this Warrant until the close of
business on the date fixed for redemption. If the Company redeems any
Warrants, then it must redeem all of the Warrants remaining unexercised
at the end of the redemption period.
Section 6. Adjustments to Exercise Price and Shares. The Exercise
----------------------------------------
Price and the number of Shares of Common Stock that may be issued upon
the exercise of the Warrant will be adjusted upon the occurrence of a
stock dividend, stock split, combination or reclassification of the
Common Stock. Additionally, an adjustment may be made in the case of a
reclassification or exchange of Common Stock, consolidation or merger
other than a consolidation or merger in which the Company is the
surviving corporation, or sale of all or substantially all of its
assets, to the end that Holders may acquire the kind and number of
shares of stock or other securities or property receivable in such event
by a holder of the number of shares of Common Stock that might otherwise
have been purchased upon the exercise of the Warrant.
Section 7. Modification. The Company and the Warrant agent may make such
------------
modifications to the Warrants as the Company shall consider necessary and
desirable that do not adversely affect the interests of the Warrant
holders. The Company may, in its sole discretion, lower the Exercise
Price for a period of no less than thirty (30 ) days on not less than
thirty (30 ) days prior written notice to the Warrant Holders and the
representative. Modification of the number of Shares that may be acquired
upon the exercise of any Warrant, the Exercise Price, other than as
provided in the preceding sentence, and the Expiration Date with respect
to any Warrant requires the consent of Holders of at least two-thirds of
the outstanding Warrant Shares.
Section 8. Limited Rights of Holder. The Holder shall not, solely by
------------------------
virtue of being the Holder of this Warrant, have any of the rights of a
holder of Shares of the Company, either at law or equity, until such
Warrant shall have been exercised and the Holder shall be deemed to be
the holder of record of Shares as provided in this Warrant, at which time
the person or entity in whose name the certificate for Shares being
purchased is to be issued shall be deemed the holder of record of such
Shares for all purposes.
Section 9. Loss of Warrant. Upon receipt by the Company of satisfactory
---------------
evidence of the loss, theft, destruction or mutilation of this Warrant
and either (in the case of loss, theft or destruction) reasonable
indemnification and a bond satisfactory to the Company if requested by
the Company or (in the case of mutilation) the surrender of this Warrant
for cancellation, the Company will execute and deliver to the Holder,
without charge, a new Warrant of like denomination.
Section 10. Transfer Restriction. This Warrant and the underlying Shares
--------------------
may not be assigned, sold, transferred, hypothecated or otherwise
disposed of except pursuant to the requirements of Rule 144 of the
Securities Act, as applicable, or in compliance with the provisions of
the legend set forth in Section 2.4 of this Warrant.
Exhibit 4.3 - Pg. 3
Section 11. Miscellaneous.
-------------
11.1 Successors and Assigns. All the covenants and provisions
of this Warrant which are by or for the benefit of the Company shall
bind and inure to the benefit of its successors and assigns hereunder.
11.2 Notice. Notice or demand pursuant to this Warrant
shall be deemed given, made or served, if in writing and delivered
personally or by facsimile, or on the third business day after it is
deposited in the mail, postage prepaid and certified, addressed to the
party to which it is to be given at the address that such party, by
notice to the other in the aforesaid manner, may designate from time
to time.
11.3 Applicable Law. The validity, interpretation and
performance of this Warrant shall be governed by the laws of the State
of Georgia.
11.4 Headings. The Article headings herein are for convenience
only and are not part of this Warrant and shall not affect the
interpretation thereof
Dated ______ ____, 2001
XXXXX FINANCIAL GROUP, INC.
a Georgia corporation
By Xxxxxxx X. Xxxxx, III, President
Exhibit 4.3 - Pg. 4
