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EXHIBIT 4.11
SECOND AMENDMENT TO
WARRANT AGREEMENT
This Second Amendment to Warrant Agreement (this "Amendment") is
executed by and between Search Capital Group, Inc., a Delaware Corporation (the
"Company"), and American Securities Transfer, Inc., as Warrant Agent (the
"Warrant Agent").
RECITALS
WHEREAS, the Company and the Warrant Agent have entered into that
certain Warrant Agreement dated as of March 27, 1996, as amended by that
certain First Amendment to Warrant Agreement dated as of July 18, 1996 (as so
amended, the "Warrant Agreement"), which contemplates the issuance of certain
warrants expiring March 14, 2001 (the "Warrants") in the form of the
certificate attached to the Agreement as EXHIBIT A;
WHEREAS, effective November 22, 1996, the Company has effected a
1-for-8 reverse stock split of its Common Stock;
WHEREAS, as a result of the reverse stock split, the number of shares
purchasable pursuant to each Warrant has been reduced to one-eighth of the
previous number, in accordance with the provisions of the Warrant Agreement;
WHEREAS, the form of Warrant certificate attached to the Warrant
Agreement must be revised to reflect the reverse stock split and new
certificates must be prepared and exchanged with the holders of the outstanding
Warrants;
WHEREAS, Section 2(d) of the Warrant Agreement continues to
erroneously reflect that the Company may issue Warrants under the Warrant
Agreement to purchase up to 5,676,178 shares of the Company's Common Stock
rather than 10,000,000 shares as provided in the First Amendment to Warrant
Agreement;
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Form of Warrant Certificate. The form of certificates for the
Warrants shall be revised in the manner set forth on EXHIBIT A attached hereto
and a new form of certificate shall be prepared that is identical to the prior
form of certificate except for the changes set forth on the attached EXHIBIT A.
When such new form of certificate is prepared, it shall be substituted in lieu
of the existing EXHIBIT A to the Warrant Agreement.
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2. Amendment to Warrant Agreement.
(a) Section 2(d) of the Warrant Agreement is hereby
amended to read in its entirety as follows:
"(d) From time to time, through the
Expiration Time, the Transfer Agent shall countersign
and deliver stock certificates in required whole
number denominations representing up to an aggregate
of 10,000,000 shares, subject to adjustment, of
Common Stock upon the exercise of Warrants in
accordance with the terms of this Agreement."
3. Definitions. Capitalized terms used without definition herein
shall have the meanings ascribed to such terms in the Warrant Agreement.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, and all of which when taken together shall constitute one and the
same instrument as if the parties hereto had executed the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto. An electronically
transmitted copy of an executed counterpart of this Amendment shall be deemed
an original.
5. The Warrant Agreement as amended hereby shall continue in full
force and effect and is hereby ratified, confirmed and approved in all
respects.
Executed as of November 22, 1996.
SEARCH CAPITAL GROUP, INC.,
a Delaware corporation
By: /s/ XXXXXX X. IDEI
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Name: Xxxxxx X. Idei
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Title: Senior Executive Vice President
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AMERICAN SECURITIES TRANSFER, INC.,
as Warrant Agent
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President
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EXHIBIT A
NUMBER WARRANT CERTIFICATE WARRANTS
OF
W 00105 SEARCH CAPITAL GROUP, INC. - 1,239,681 -
"EFFECTIVE NOVEMBER 22, 1996, THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO
PURCHASE UPON EXERCISE OF EACH WARRANT REPRESENTED HEREBY IS 1/8TH OF A SHARE."
CUSIP 812207 11 6
SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES that, for value received
DEVELOPMENT SPECIALISTS INC AS ESCROW AGENT PURSUANT
TO AN ESCROW AGREEMENT DTD NOV 25, 1996
or registered assigns thereof (the "Registered Holder") is the holder of the
number of Search Capital Group, Inc. (the "Company") warrants ("Warrants")
specified above. Each Warrant entitles the Registered Holder, but only subject
to the terms and conditions set forth herein and in the Warrant Agreement
referred to below, to purchase from the Company one share of Common Stock, par
value $0.01 per share (the "Common Stock") of the Company on or before the
Expiration Time (as defined herein), upon the presentation and surrender of
this Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the Corporate office of American Securities Transfer, Inc, as
Warrant Agent, or in authorized successor (the "Warrant Agent"), at 000 Xxxxx,
Xxxxxxxx, Xxxxxxxx, 00000 or such other address as the Warrant Agent may
specify in writing to the Registered Holder of the Warrants evidenced hereby,
accompanied by payment of a price (the "Exercise Price") per Warrant in lawful
money of the United States of America in cash or by check or postal,
telegraphic or express money order drawn on commercial bank, trust company or
savings and loan having an office or correspondent in the United States and
made payable to the order of the "Search Capital Escrow Account." A Warrant
shall be exercisable at the Exercise Price indicated below if the Warrant is
exercised during the twelve-month period beginning on March 15th of the years
indicated below.
Twelve Months Beginning Exercise Price
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1996 $2.00
1997 $2.25
1998 $2.50
1999 $2.75
2000 $3.00
After the Expiration Time, the Warrants shall no longer be exercisable.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated March 27, 1996,
by and between the Company and the Warrant Agent.
The term "Expiration Time" shall mean 5:00 pm., New York time, on
March 14, 2001, subject to extension as provided herein. If such date shall
fall on a day that is a Saturday or Sunday or a day on which banking
institutions are legally authorized to close in the City of New York, then such
expiration time shall mean the next following day which in the City of New York
is not a holiday or a day on which banking institutions are legally authorized
to close ("Business Day").
In the event of certain contingencies provided in the Warrant
Agreement, the number of shares of Common Stock subject to purchase upon the
exercise of each Warrant represented hereby is subject to modification or
adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all of the Warrants represented hereby,
this Warrant Certificate shall be cancelled and a new Warrant Certificate
or Warrant Certificate of like tenor, which the Warrant Agent shall
countersign, shall be delivered as directed by the Registered Holder for the
balance of such Warrants.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the Corporate Office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment, and payment of any
tax or other governmental charge imposed in connection therewith, for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.
Any Warrants not exercised prior to the Expiration Time will be
redeemed by the Company at a redemption price of $0.25 per Warrant, subject to
the Company's having funds legally available therefor.
Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.
THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
This warrant Certificate is not valid unless countersigned by the
Warrant Agent.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
11/25/1996
By
/s/ XXXXXX X. XXXXX /s/ XXX X. XXXXXX
President Secretary
[SEAL]
COUNTERSIGNED:
American Securities Transfer, Inc.
X.X. Xxx 000
Xxxxxx, Xxxxxxxx 00000
By /s/ ILLEGIBLE
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TRANSFER AGENT OR REGISTRAR AUTHORIZED SIGNATURE
