Exhibit 4.1
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 ”),
shares of Common Stock of the Company (“ Common Stock
”) at the purchase price of $.50 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:
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.”
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 Holde
