Exhibit 4.3
NEITHER THIS WARRANT NOR THE
SHARES OF COMMON STOCK PURCHASED UPON EXERCISE OF THIS WARRANT
MAY BE TRANSFERRED WITHOUT (I) THE OPINION OF COUNSEL
SATISFACTORY TO SOUTHWEST CASINO CORPORATION THAT SUCH TRANSFER
MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE FEDERAL
SECURITIES ACT OF 1933 AND APPLICABLE STATE LAW; OR (II) SUCH
REGISTRATION. IN ADDITION, THE UNDERLYING SHARES OF COMMON STOCK
ARE SUBJECT TO RESTRICTION AND RIGHTS OF REDEMPTION CONTAINED IN
THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION,
AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
SOUTHWEST CASINO
CORPORATION
WARRANT TO PURCHASE SHARES OF
COMMON STOCK
Void after 4:00 p.m.,
Minneapolis, Minnesota time on June 30, 2009
This Warrant certifies that MBC
Global, LLC, or its registered assign (“ Holder
”), is entitled to purchase, subject to fulfillment of the
terms and conditions in this Warrant (including, to the extent
required, the approval of all state or federal regulatory
authorities having jurisdiction over Southwest Casino Corporation
(the “ Company ”)), from the Company at any time
before 4:00 P.M. Minneapolis time on June 30, 2009
(the “ Exercise Period ”), 300,000 shares of
Common Stock of the Company (“ Common Stock ”)
at the purchase price of $1.00 per share. The number of shares of
Common Stock Holder will receive upon exercise of this Warrant and
the price to be paid for a share of Common Stock may be
adjusted from time to time stated in this Warrant. The shares of
Common Stock deliverable upon exercise of this Warrant are
sometimes referred to as “ Warrant Shares ” and
the purchase price of each share of Common Stock under this Warrant
is sometimes referred to as the “ Exercise Price
.” The term “ Warrant ” as used in
this Warrant includes any warrants issued in exchange for,
substitution for, and replacement of this Warrant or into which
this Warrant may be divided or exchanged.
1.
Exercise of
Warrant . Subject to
the provisions of this Warrant (including, but not limited to, the
approval of all state and/or federal regulatory authorities as
may have jurisdiction over the Company), this Warrant will
become exercisable on July 1, 2004 as to 100,000 shares. The
remaining 200,000 shares will become exercisable as to 8,333 shares
on the first day of each of the next 24 months (with all remaining
shares vesting on the first day of the 24 th month). The
Warrant may be exercised by the presentation and surrender to
the Company of this Warrant with (1) the Purchase
Form attached to this Warrant as Exhibit A duly executed
by the Holder, and (2) payment, in cash, by wire transfer to
an account of the Company, or by certified or official bank check
payable to the order of the Company, of the Exercise Price payable
for the Common Stock being purchased (which payment must include
all federal and state taxes applicable upon exercise of this
Warrant). If less than all of the Warrant shares are purchased, the
Company, upon exercise of this Warrant, will execute and deliver to
the Holder a new Warrant evidencing the right of the Holder to
purchase the balance of the shares purchasable under this Warrant
on the terms provided in this Warrant.
As soon as practicable after the
exercise of this Warrant and payment of the Exercise Price, the
Company will cause to be issued in the name of and delivered to the
Holder, or as the Holder may otherwise direct, a certificate
or certificates representing the number of shares of Common Stock
purchased. The Company may require that the certificate or
certificates contain a legend substantially as follows:
1
“The securities represented by
this certificate (i) have not been registered under the
Securities Act of 1933, as amended, or any state securities laws;
(ii) may not be sold, offered for sale, or transferred in
the absence of either an effective registration under the
Securities Act of 1933, as amended, and under the applicable state
securities laws, or an opinion of counsel for the Company that such
transaction is exempt from registration under the Securities Act of
1933, as amended, and under the applicable state securities laws;
and (iii) a holder of the securities will be required to
comply with all federal and state rules and regulations
regarding gaming operations applicable to the Company and its
subsidiaries and may be required to sell the securities to the
Company or otherwise dispose of the securities if continued
ownership of the securities by the holder may result in a
violation of applicable rules or regulations or the
disapproval, modification, loss or non-renewal of any contract or
license or other consent or approval related to the gaming
operations of the Company or any subsidiary of the
Company.”
Before the exercise of this Warrant,
neither the Holder nor any person entitled to receive shares of
Common Stock upon exercise of the Warrant, shall be or have any
rights of a shareholder of the Company.
2.
Reservation of
Shares . The Company
agrees that at all times until the expiration of this Warrant it
will reserve for issuance and delivery upon exercise of this
Warrant the number of shares of its Common Stock required for
issuance or delivery of the Warrant Shares upon exercise of this
Warrant.
3.
Exchange, Assignment or Loss
of Warrant . This
Warrant is issued subject to the following terms, conditions, and
limitations:
(a)
Exchange of
Warrant . This
Warrant is exchangeable at the reasonable request of the Holder,
upon presentation and surrender of this Warrant to the Company, for
other warrants of different denominations entitling the Holder to
purchase in the aggregate the same number of shares of Common Stock
purchasable under this Warrant.
(b)
Assignment/Transfer of
Warrant . This
Warrant is not assignable or transferable unless accompanied by a
favorable opinion of counsel satisfactory to the Company, as stated
in Section 9 of this Warrant; except that it may be
transferred according to the terms of the will of the Holder, or
the law of intestate succession, upon the death of the Holder. Any
assignment must be made by surrender of this Warrant to the Company
with a Form of Assignment acceptable to the Company and duly
executed and with funds sufficient to pay any transfer tax;
whereupon the Company, without charge, will execute and deliver a
new Warrant in the name of the assignee named in the instrument of
assignment and this Warrant will promptly be canceled. This Warrant
may be divided upon presentation of this Warrant at the office
of the Company together with a written notice specifying the names
and the denominations in which new Warrants are to be issued and
signed by the Holder of this Warrant.
(c)
Loss o
