Exhibit 4.6
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 October 19, 2010
This warrant (“ Warrant
”) certifies
that (“
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 and 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
October 19, 2010 (the “ Exercise Period ”),
100,000 shares of Common Stock of the Company (“ Common
Stock ”) at the purchase price of $.58 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 as 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.
Section 1.
Exercise of
Warrant . Subject to
the provisions of this Warrant (including, but not limited to, the
approval of all state and federal regulatory authorities that have
jurisdiction over the Company), this Warrant may be exercised
at any time during the Exercise Period by the presentation and
surrender to the Company of this Warrant with (1) the Purchase
Form attached 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 Warrant
Shares being purchased (payment must include all applicable federal
and state taxes). If the Holder purchases less than all of the
Warrant Shares, the Company 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 the Warrant Shares 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 direct, a certificate or
certificates representing the number of Warrant Shares purchased.
The Company may require that the certificate or certificates
contain a legend substantially as follows:
“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
1
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.”
Section 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 upon exercise of this Warrant.
Section 3.
Assignment or Loss of
Warrant . This
Warrant is issued subject to the following terms, conditions, and
limitations:
3.1
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 6 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 be promptly canceled.
3.2
Loss of Warrant
. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction, or
mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant if mutilated, the
Company will execute and deliver a new Warrant of like tenor and
date to the Holder or such Holder’s designee.
Section 4.
Rights of the
Holder . The Holder,
by virtue of this Warrant, is not entitled to any rights of a
stockholder in the Company, either at law or in equity, and the
rights of the Holder are limite
