151
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF 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.
FINET HOLDINGS CORPORATION
COMMON STOCK PURCHASE WARRANT
This Warrant Expires March 15, 2002
Warrant No.____ Shares: 600,000
THIS CERTIFIES that, subject to the terms and conditions herein set forth,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Holder") is entitled to purchase from FINET
HOLDINGS CORPORATION, a Delaware corporation (the "Company"), at any time
or from time to time during the Exercise Period (as hereinafter defined)
the number of shares of fully paid and non-assessable shares of Common
Stock of the Company (the "Shares") as provided herein upon surrender
hereof at the principal office of the Company, and, at the election of the
holder hereof upon payment of the purchase price at said office in cash or
by cashier's check or by the wire transfer of funds in a dollar amount
equal to the purchase price of the Shares for which the consideration is
being given.
1. Purchase Price. Subject to adjustment as hereinafter provided, the
purchase price of one share of Common Stock (or such securities as may be
substituted for one share of Common Stock pursuant to the provisions
hereinafter set forth) (the "Warrant Price") shall be the following:
200,000 shares at $1.50 per share
200,000 shares at $2.00 per share
200,000 shares at $2.50 per share
2. Adjustment of Warrant Price and Number of Shares. The number and kind
of securities issuable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the happening of certain events as
follows:
(a) Adjustment for Dividends in Stock. In case at any time or from
time to time on or after the date that the Company completes its voluntary
reorganization/recapitalization plan as set forth in the Private Placement
Memorandum dated October 1, 1996, the holders of the Common Stock of the
Company (or any shares of stock or other securities at the time receivable
upon the exercise of this Warrant) shall have received, or, on or after the
record date fixed for the determination of eligible stockholders, shall
have become entitled to receive, without payment therefor, other or
additional stock of the Company by way of dividend (other than as provided
for in Paragraph 2(b) below), then and in each such case, the holder of
this Warrant shall, upon the exercise hereof be entitled to receive, in
addition to the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of
such other or additional stock of the Company which such holder would hold
on the date of such exercise had it been the holder of record of such
Common Stock on the date hereof and had thereafter, during the period from
the date hereof to and including the date of such exercise, retained such
shares and/or all other additional stock receivable by it as aforesaid
during such period, given effect to all adjustments called for during such
period by this Paragraph 2.
152
(b) Adjustment for Changes in Common Stock. In the event of changes
in the outstanding Common Stock of the Company by reason of split-ups,
recapitalizations, reclassifications, mergers, consolidations, combinations
or exchanges of shares, separations, reorganizations, liquidations, or the
like, occurring after the Company completes its voluntary
reorganzation/recapitalization plan as set forth in the Private Placement
Memorandum dated October 1, 1996, the number and class of shares available
under the Warrant in the aggregate and the Warrant Price shall be
correspondingly adjusted by the Board of Directors of the Company. The
adjustment shall be such as will give the holder of the Warrant on exercise
for the same aggregate Warrant Price the total number, class, and kind of
shares as he would have owned had the Warrant been exercised prior to the
event and had he continued to hold such shares until after the event
requiring adjustment.
3. No Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay
cash equal to the product of such fraction multiplied by the fair market
value of one share of Common Stock on the date of exercise, as determined
by the fair market value of one share of the Company's Common Stock on the
date of exercise as determined in good faith by the Company's Board of
Directors.
4. No Stockholder Rights. This Warrant shall not entitle its holder to
any of the rights of a stockholder of the Company prior to exercise thereof
5. Reservation of Stock. The Company covenants that during the period
this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the
issuance of Common Stock upon the exercise of this Warrant. The Company
agrees that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates
to execute and issue. the necessary certificates for shares of Common Stock
upon the exercise of this Warrant.
6. Exercise of Warrant. This Warrant may be exercised by the registered
holder or its registered assigns, in whole or in part and in minimum units
of 10,000 shares, by the surrender of this Warrant at the principal office
of the Company, together with the form of subscription hereof duly
executed, accompanied by payment in full of the amount of the Warrant Price
in the form described m this Warrant. Upon partial exercise hereof a new
warrant or warrants containing the same date and provisions as this Warrant
shall be issued by the Company to the registered holder for the number of
shares of Common Stock with respect to which this Warrant shall not have
been exercised. A Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares
of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business
on such date. As promptly as practicable on or after such date, the Company
shall issue and deliver to the person or persons entitled to receive the
same, a certificate or certificates for the number of full shares of Common
Stock issuable upon such exercise, together with cash in lieu of any
fraction of a share as provided above.
7 Certificate of Adjustment. Whenever the Warrant Price is adjusted as
herein provided, the Company shall promptly deliver to the record holder of
this Warrant a certificate of an officer of the Company setting forth the
relevant Warrant Price or number of shares after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.
8. Compliance With Securities Act. The holder of this Warrant, by
acceptance hereof agrees that this Warrant and the shares of Common Stock
to be issued upon exercise hereof (or shares of any security into which
such Common Stock may be converted) are being acquired for investment and
that the holder will not offer, sell, or otherwise dispose of this Warrant
and any shares of Common Stock to be issued upon exercise hereof (or shares
of any security into which such Common Stock may be converted) except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Securities Act"). Upon exercise of this Warrant, the
holder hereof shall, if requested by the
153
Company, confirm in writing its investment purpose and acceptance of the
restrictions on transfer of the shares of Common Stock.
9. Subdivision of Warrant. At the request of the holder of this Warrant
in connection with a transfer or exercise of a portion of the Warrant, upon
surrender of such Warrant for such purpose to the Company, the Company at
its expense (except for any transfer tax payable) will issue and exchange
therefor warrants of like tenor and date representing in the aggregate the
right to purchase such number of shares of such Common Stock as shall be
designated by such holder at the time of such surrender; provided, however,
that the Company's obligations to subdivide securities under this section
shall be subject to and conditioned upon the compliance of any such
subdivision with applicable state securities laws and with the Securities
Act.
-
10. Loss Theft Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will make and deliver a new Warrant of like tenor and dates as
of such cancellation, in lieu of this Warrant.
11. Miscellaneous. This Warrant shall be governed by the laws of the State
of California. The headings in this Warrant are for purposes of convenience
and reference only, and shall not be deemed to constitute a part hereof.
Neither this Warrant nor any term hereof may be changed, waived,
discharged, or terminated orally but only by an instrument in writing
signed by the Company and the registered holder hereof All notices and
other communications from the Company to the holder of this Warrant shall
be by telecopy or expedited courier service to the address furnished to the
Company in writing by the last holder of this Warrant who shall have
furnished an address to the Company in writing.
12. Exercise Period. The Exercise Period shall mean the period commencing
on the date hereof and ending on March 18, 2002.
ISSUED this 18th day of March, 1997.
FINET HOLDINGS CORPORATION
By:____________________________
President
ATTEST:
_______________________
154
FORM OF ASSIGNMENT
FINET HOLDINGS CORPORATION
FOR VALUE RECEIVED the undersigned registered owner of this warrant hereby
sells, assigns, and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock set forth bellow.
Name of Assignee Address Number of Shares
and does hereby irrevocably constitute and appoint
_______________________________ Attorney to make such transfer on the books
of FINET HOLDINGS CORPORATION maintained for the purpose, with full power
of substitution in the premises.
Dated:_______________________
_____________________________
Name of Warrant Holder
_____________________________
Signature:
______________________________
Witness:
155
SUBSCRIPTION FORM
FINET HOLDINGS CORPORATION
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for and purchases ________________ of the number of shares of
Common Stock of FINET HOLDINGS CORPORATION purchasable with this Warrant,
and herewith makes payment therefor, all at the price and on the terms and
conditions specified in this Warrant.
Dated:____________________
_________________________
(Signature of Registered Owner)
__________________________
(Street Address)
________________________
(City) (State) (Zip Code)
