EXHIBIT 3
WARRANT
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF ANY JURISDICTION, AND MUST BE HELD INDEFINITELY UNLESS THEY
ARE TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND IN COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS, OR AFTER RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO FORTUNE FINANCIAL, INC., TO THE
EFFECT THAT REGISTRATION IS NOT REQUIRED AND THE TRANSFER DOES
NOT VIOLATE ANY APPLICABLE SECURITIES LAW.
WARRANT TO PURCHASE COMMON STOCK OF
FORTUNE FINANCIAL, INC.
FORTUNE FINANCIAL, INC., a Florida corporation (hereinafter called the
"Company"), for value received hereby certifies that Hawkeye, Inc., a Florida
corporation or assigns ("Purchaser") has the right at any time, and from time to
time, prior to December 23, 2003, as set forth in and subject to Section 2.1
hereof, to purchase 495,868 fully paid and non-assessable shares of Common
Stock, $.025 par value, of the Company (hereinafter called "Common Stock") at
the price set forth herein, all as provided herein and upon compliance with and
subject to the conditions set forth herein.
ARTICLE I
TRANSFER
Section 1.1. TRANSFER BOOKS. The Company shall maintain books for
the transfer and registration of this Warrant.
Section 1.2. TRANSFER. The Company, from time to time, shall register
the transfer of this Warrant in the books to be maintained by the Company for
that purpose upon surrender at the principal office of the Company of this
Warrant properly endorsed or accompanied by appropriate instruments of transfer
and written instructions for transfer. Upon any such transfer, a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company. The Company may require the
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payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any such transfer.
Section 1.3. TRANSFER RESTRICTIONS. This Warrant, and except as set
forth in any registration rights agreement between the Company and Purchaser,
the Common Stock underlying this Warrant, will not be registered under the
Securities Act of 1933, as amended (the "1933 Act"), or any securities act of
any state or other jurisdiction, and is being issued in reliance on registration
exemptions under such statutes for private offerings. This Warrant or any of the
underlying shares of Common Stock may not be sold or otherwise transferred
except in accordance with the 1933 Act and all other applicable securities laws,
and prior to any transfer (other than pursuant to an effective registration
statement under the 1933 Act and otherwise in compliance with applicable law)
the holder must furnish to the Company a written opinion of counsel, in form and
substance satisfactory to the Company, to the effect that registration under the
1933 Act is not required and that all requisite action has been taken under all
applicable securities laws in connection with the proposed transfer.
ARTICLE II
NUMBER OF SHARES; WARRANT PRICE; DURATION;
AND EXERCISE OF WARRANT
Section 2.1. NUMBER OF SHARES; WARRANT PRICE; AND DURATION. This
Warrant was issued pursuant to a Securities Purchase Agreement of even date
herewith between the Company and Purchaser (the "Loan Agreement") and
contemporaneously with the issuance of a Promissory Note in the amount of
$1,200,000 (the "Note") issued pursuant to the Loan Agreement. This Warrant
entitles the registered holder thereof, subject to the provisions hereof, to
purchase from the Company at any time and from time to time (after receipt of
approval of the Company's shareholders if required by NASD rules) prior to
December 31, 2003, 495,868 shares of Common Stock, subject to adjustment as
provided in Article III hereof, for a price per share of Common Stock equal to
$2.42 per share, less the Book Value Adjustment as hereinafter defined, and as
further adjusted hereby from time to time, payable in full at the time of
purchase. The Book Value Adjustment means the amount per outstanding share of
Common Stock by which the book value of the Company's outstanding Common Stock
is increased or reduced as a result of (a) the financial impact of any
reinsurance arbitration proceeding pending on the date of this Warrant and (b)
any increase or decrease in the Company's loss reserves for periods ending on or
before September 30, 2000; in each case determined by the Company's independent
public accountants on or before the completion of their audit of the Company's
financial statements for the year ending December 31, 2001. The term "Warrant
Price" as used herein refers to the foregoing price per share as adjusted hereby
and in effect from time to time.
Section 2.2. EXERCISE.
(A) This Warrant may be exercised, in whole or in part, by
surrendering this Warrant, at the principal office of the Company, with the
Election to Exercise form set forth at the end hereof duly executed, and by
paying in full, the Warrant Price for each
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share of Common Stock as to which this Warrant is exercised and any
applicable taxes, other than taxes that the Company is required to pay
hereunder. Such payment may be (i) in cash or by cashier's or bank check,
(ii) by surrender of the Note with an outstanding amount (principal and
interest) equal to the exercise price or (iii) if the Common Stock is at the
time traded on a national securities exchange or a Nasdaq market, by making a
cashless exercise. Upon exercise by surrender of a Note, if the Purchaser
does not elect to convert any portion of the outstanding interest, then the
Company shall pay the accrued interest under such Note surrendered in cash
within five (5) business days of such surrender and if the Purchaser
surrenders only a portion of any Note, then the Company shall reissue a
substitute Note for the amount not surrendered. Upon a cashless exercise, the
Purchaser shall receive shares of Common Stock on a net basis such that,
without the payment of any funds, the Purchaser shall surrender this Warrant
in exchange for the number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock as to which this Warrant is being
exercised, multiplied by (ii) a fraction, the numerator of which is the
aggregate Market Price of such Common Stock less the aggregate then
applicable exercise price, and the denominator of which is such aggregate
Market Price. In respect of such calculation, the term Market Price shall
mean at any applicable date (i) the last reported sale price of the Common
Stock, or, (ii) in case no such reported sale takes place on such day, the
average of the last reported sales prices for the last three (3) trading
days, in either case, as officially reported on the Nasdaq market or on such
other principal national securities exchange on which the Common Stock is
then listed or admitted to trading.
(B) As soon as practicable after the exercise or partial
exercise of this Warrant, the Company shall cause to be issued to or upon the
order of the holder of this Warrant a certificate or certificates for the number
of full shares of Common Stock to which he is entitled, registered in such name
or names as may be directed by him, and, if applicable, a substitute Warrant for
the number of shares not exercised.
(C) Anything contained herein to the contrary notwithstanding,
the Company shall not be required to issue any fraction of a share in connection
with the exercise of this Warrant, but in any case where the holder hereof
would, except for the provisions of this Section 2.2, be entitled under the
terms of this Warrant to receive a fraction of a share upon the exercise hereof,
the Company shall, upon the exercise of this Warrant and receipt of the Warrant
Price, issue a certificate for the largest number of full shares of Common Stock
then called for hereby and pay a sum in cash equal to the market value of such
fraction of a share.
(D) All shares of Common Stock issued upon the exercise of
this Warrant shall be validly issued, fully paid and non-assessable, and the
Company shall pay all taxes in respect of the issue thereof. The Company shall
not be required, however, to pay any tax imposed in connection with any transfer
involved in the issuance of a certificate for shares of Common Stock or any
other securities in any name other than that of the holder of this Warrant; and
in such case the Company shall not be required to issue or deliver any such
certificate until such tax shall have been paid.
(E) Each person in whose name any such certificate for shares
of Common Stock is issued shall for all purposes be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the purchase
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price and any applicable taxes was made, irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the stock transfer books are
open.
ARTICLE III
ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE
AND WARRANT PRICE
Section 3.1 SPECIAL DEFINITIONS. For purposes of this Article III,
the following definitions shall apply:
(A) "Option" shall mean any right, option or warrant to
subscribe for, purchase or otherwise acquire shares
of Common Stock or Convertible Securities.
(B) "Original Issue Date" shall mean the date on which this
Warrant is first issued.
(C) "Convertible Securities" shall mean any evidences of
indebtedness, shares or other securities directly or
indirectly convertible into or exchangeable for Common
Stock.
(D) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to Section
3.2 hereof, deemed to be issued) by the Company after
the Original Issue Date other than the shares of Common
Stock issued upon the exercise of any of the issued
options or other convertible securities described in
the Loan Agreement ("Permitted Options").
(E) "Rights to Acquire Common Stock" (or "Rights") shall
mean all rights whenever issued by the Company to
acquire Common Stock by exercise of a warrant, option
or similar call or conversion of any existing
instruments, in either case for consideration fixed, in
amount or by formula, as of the date of issuance other
than Permitted Options.
Section 3.2 ISSUE OF SECURITIES DEEMED ISSUE OF ADDITIONAL SHARES OF
COMMON STOCK. If the Company at any time or from time to time after the Original
Issue Date shall issue any Options or Convertible Securities or other Rights to
Acquire Common Stock, then the maximum number of shares of Common Stock (as set
forth in the instrument relating thereto without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options, Rights or, in the case of Convertible Securities, the
conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue, provided
that Additional Shares of Common Stock shall not be deemed to have been issued
unless the consideration per share (determined pursuant to Section 3.4 hereof)
of such Additional Shares of Common Stock would be less than the Warrant Price
on the date of
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and immediately prior to such issue, or such record date, as the case may be,
and provided further that in any such case in which Additional Shares of
Common Stock are deemed to be issued:
(A) No further adjustment in the number of shares of Common
Stock issuable upon exercise of the Warrant shall be
made upon the subsequent issue of shares of Common
Stock upon the exercise of such Rights or conversion or
exchange of such Convertible Securities;
(B) Upon the expiration or termination of any unexercised
Option or Right prior to exercise of this Warrant, the
number of shares of Common Stock issuable upon exercise
of the Warrant shall be readjusted, and the Additional
Shares of Common Stock deemed issued as the result of
the original issue of such Option or Right shall not be
deemed issued for the purposes of any subsequent
adjustment of the number of shares of Common Stock
issuable upon exercise of the Warrant; and
(C) In the event of any change in the number of shares of
Common Stock issuable upon the exercise, conversion or
exchange of any Option, Right or Convertible Security,
including, but not limited to, a change resulting from
the anti-dilution provisions thereof, the number of
shares of Common Stock issuable upon exercise of the
Warrant shall forthwith be readjusted (but not
downwards) to such number of shares of Common Stock
issuable upon exercise of the Warrant as would have
obtained had the adjustment that was made upon the
issuance of such Option, Right or Convertible Security
not exercised or converted prior to such change been
made upon the basis of such change, but no further
adjustment shall be made for the actual issuance of
Common Stock upon the exercise or conversion of any
such Option, Right or Convertible Security.
Section 3.3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES ISSUABLE
UPON EXERCISE. Except in the case of shares issued as a stock dividend described
in Section 3.6, issued upon a stock split or combination as described in Section
3.5, if the Company shall at any time after the Original Issue Date issue
Additional Shares of Common Stock (including Additional Shares of Common Stock
deemed to be issued pursuant to Section 3.2 hereof) without consideration or for
a consideration per share less than the Warrant Price on the date of and
immediately prior to such issue, then and in such event, the Warrant Price of
each Warrant shall be decreased, concurrently with such issue to an amount equal
to the consideration per share received by the Company for the Additional Shares
of Common Stock so issued or deemed issued. If the Warrant Price shall be so
reduced or if the Warrant Price is reduced as a result of a Book Value
Adjustment, then the number of shares of Common Stock issuable upon exercise of
this Warrant shall be increased as of such reduction to the product obtained by
multiplying the number of shares of Common Stock originally issuable upon
exercise of this Warrant by a fraction:
- the numerator of which shall be the original Warrant Price, and
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- the denominator of which shall be the Warrant Price in effect
immediately after the time of such issuance.
Section 3.4. DETERMINATION OF CONSIDERATION. For purposes of this
Article III, the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows:
(A) Cash and Property: Such consideration shall:
(1) insofar as it consists of cash, be computed at the
aggregate of cash received by the Company;
(2) insofar as it consists of property other than cash,
be computed at the fair market value thereof at the
time of such issue, as determined in good faith by
the Company's Board of Directors; and
(3) in the event Additional Shares of Common Stock are
issued together with other shares or securities or
other assets of the Company for consideration which
covers both, be the proportion of such consideration
so received, computed as provided in clauses (1) and
(2) above, as determined in good faith by the
Company's Board of Directors.
(B) Options, Rights and Convertible Securities: The
consideration per share received by the Company for
Additional Shares of Common Stock deemed to have been
issued pursuant to Section 3.2 hereof relating to
Options, Rights and Convertible Securities, shall be
determined by dividing
- the total amount, if any, received or receivable by
the Company as consideration for the issue of such
Options, Rights or Convertible Securities, plus the
minimum aggregate amount of additional consideration
(as set forth in the instruments relating thereto,
without regard to any provision contained therein
for a subsequent adjustment of such consideration)
payable to the Company upon the exercise of such
Options, Rights or the conversion or exchange of
such Convertible Securities, by
- the maximum number of shares of Common Stock as set
forth in the instruments relating thereto (without
regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon
the exercise of such Options or Rights or the
conversion or exchange of such Convertible Securities.
Section 3.5. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Company shall at any time or from time to time after the Original Issue Date
effect a subdivision of the
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outstanding Common Stock, the number of shares of Common Stock issuable upon
exercise of the Warrant immediately before that subdivision shall be
proportionately increased. If the Company shall at any time or from time to
time after the Original Issue Date combine the outstanding shares of Common
Stock, the number of shares of Common Stock issuable upon exercise of the
Warrant immediately before the combination shall be proportionately
decreased. In the event of any such subdivision or combination, the Warrant
Price shall be adjusted to equal: (i) the Warrant Price immediately prior to
the occurrence of any such event, (ii) multiplied by a fraction, (A) the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and (B) the denominator of which is the number
of shares of Common Stock outstanding immediately after the adjustment. Any
adjustment under this paragraph shall become effective at the close of
business on the date the subdivision or combination becomes effective.
Section 3.6. ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the
event the Company at any time or from time to time after the Original Issue Date
shall make or issue a dividend or other distribution payable in Additional
Shares of Common Stock, then and in each such event (i) the Warrant Price shall
be adjusted to equal: (i) the Warrant Price immediately prior to the occurrence
of any such event, (ii) multiplied by a fraction, (A) the numerator of which is
the number of shares of Common Stock outstanding immediately before such event
and (B) the denominator of which is the number of shares of Common Stock
outstanding immediately after the adjustment, and (ii) the number of shares of
Common Stock issuable upon exercise of the Warrant shall be increased as of the
time of such issuance, to the product obtained by multiplying the number of
shares of Common Stock originally issuable upon exercise of the Warrant by a
fraction:
- the numerator of which shall be the original Warrant
Price, and
- the denominator of which shall be the Warrant Price in
effect immediately after the time of such adjustment.
Section 3.7. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the
event the Company at any time or from time to time after the Original Issue Date
shall make or issue a dividend or other distribution payable in securities of
the Company other than shares of Common Stock, then and in each such event
provision shall be made so that the Warrantholder shall receive upon exercise
hereof in addition to the number of shares of Common Stock receivable thereupon,
the amount of securities of the Company that he would have received had this
Warrant been exercised on the date of such event and had thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period
given application to all adjustments called for during such period, under this
Article III.
Section 3.8. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR
SUBSTITUTION. If the Common Stock issuable upon the exercise of this Warrant
shall be changed into the same or a different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation, share exchange
or sale of assets provided for below), then and in each such event the holder of
this Warrant shall have the right thereafter to exercise this Warrant for the
kind and amount of shares of stock and other securities and property receivable
upon such
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reorganization, reclassification, or other change, by holders of the number
of shares of Common Stock into which this Warrant might have been converted
immediately prior to such reorganization, reclassification, or change, all
subject to further adjustment as provided herein.
Section 3.9. ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of
any consolidation, merger or share exchange of the Company with or into another
corporation or the sale of all or substantially all of the assets of the Company
to another corporation, then this Warrant shall thereafter be convertible into
the kind and amount of shares of stock or other securities or property to which
a holder of the number of shares of Common Stock of the Company deliverable upon
exercise of this Warrant would have been entitled upon such consolidation,
merger or sale; and, in such case, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions in this Article III to the end that the provisions set forth in
this Article III (including provisions with respect to changes in and other
adjustments of the number of shares of Common Stock issuable upon exercise of
the Warrant) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the exercise of this Warrant.
Section 3.10. NO IMPAIRMENT. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, share exchange, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Article III and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment.
Section 3.11. CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of
each adjustment or readjustment of the number of shares of Common Stock issuable
upon exercise of this Warrant pursuant to this Article III, the Company and the
Warrantholder shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and shall jointly prepare a certificate setting
forth such adjustment and showing in detail the facts upon which such adjustment
or readjustment is based and shall file a copy of such certificate with its
corporate records. The Company shall, upon the written request at any time of
the holder of this Warrant, furnish or cause to be furnished to such holder a
similar certificate setting forth (1) such adjustments and readjustments, (2)
the Warrant Price then in effect, and (3) the number of shares of Common Stock
and the amount, if any, of other property which then would be received upon the
exercise of this Warrant. Despite such adjustment or readjustment, the form of
this Warrant need not be changed in order for the adjustments or readjustments
to be valued in accordance with the provisions hereof, which shall control.
Section 3.12. NOTICE OF RECORD DATE. In the event:
(A) that the Company declares a dividend (or any other
distribution) on its Common Stock;
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(B) that the Company subdivides or combines its
outstanding shares of Common Stock;
(C) of any reclassification of the Common Stock of the
Company (other than a subdivision or combination of
its outstanding shares of Common Stock or a stock
dividend or stock distribution thereon), or of any
consolidation, merger or share exchange of the Company
into or with another corporation, or of the sale of
all or substantially all of the assets of the Company;
or
(D) of the involuntary or voluntary dissolution,
liquidation or winding up of the Company;
then the Company shall cause to be filed at its principal office and shall cause
to be mailed to the holders of this Warrant at its last address as shown on the
records of the Company, at least 20 days prior to the record date specified in
(A) below or 20 days before the date specified in (B) below, a notice stating
(A) the record date of such dividend, distribution,
subdivision or combination, or, if a record is not to
be taken, the date as to which the holders of Common
Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be
determined, or
(B) the date on which such reclassification,
consolidation, merger, share exchange, sale,
dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is
expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such
reclassification, consolidation, merger, sale,
dissolution or winding up.
ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF THIS WARRANT
Section 4.1. NO RIGHTS AS SHAREHOLDER. This Warrant does not entitle
the holder hereof to any of the rights of a shareholder of the Company.
Section 4.2. LOST WARRANT, ETC.. If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, upon receipt of a proper affidavit (and
surrender of any mutilated Warrant Certificate) and bond of indemnity in form
and amount and with corporate surety satisfactory to the Company in each
instance protecting the Company, issue a new Warrant of like tenor and date. Any
such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant Certificate shall be at any time enforceable by anyone.
Section 4.3. AUTHORIZED SHARES. The Company shall at all times have
authorized for issuance upon exercise of this Warrant a number of shares of
Common Stock sufficient to permit the exercise in full of this Warrant.
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ARTICLE V
MISCELLANEOUS
Section 5.1. TAXES AND CHARGES. The Company will from time to time
promptly pay all taxes and charges that may be imposed upon the Company in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of this Warrant, but the Company shall not be obligated to pay any transfer
taxes in respect of this Warrant or such shares.
Section 5.2. ASSIGNS. All the covenants and provisions of this Warrant
by or for the benefit of the Company or the holder of this Warrant shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 5.3. NOTICES. All notices, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given, when
delivered personally or three days after having been sent by certified mail
return receipt requested, postage prepaid, or upon transmission by telex,
telecopy, facsimile or similar electronic medium to the parties at the addresses
set forth in the Agreement (or at such other address for a party as shall be
specified by like notice).
Section 5.4. GOVERNING LAW. The validity, interpretation and
performance of this Warrant shall be governed by the laws of the State of
Florida.
Section 5.5. THIRD PARTIES. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the holders of this Warrant any right, remedy or
claim hereunder or by reason of any covenant, condition, stipulation, promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements in this Warrant shall be for the sole and exclusive benefit of the
parties hereto and their successors and of the holders of this Warrant.
Section 5.6. WARRANTHOLDERS. The Company may deem and treat the person
in whose name this Warrant is registered as the absolute owner for all purposes
whatever (notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Company) and the Company shall not be affected by
any notice to the contrary. The terms "Warrantholder" and holder of this Warrant
and all other similar terms used herein shall mean such person in whose name
this Warrant is registered on the books of the Company.
Section 5.7. HEADINGS. The Article and Section headings herein are
for convenience only and are not a part of this Warrant and shall not affect
the interpretation thereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its President and attested by its Secretary.
Dated: November 15, 2000 FORTUNE FINANCIAL, INC., a Florida corporation
By: /s/ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
President
Attest:
-------------------------------------
Secretary
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ELECTION TO EXERCISE
TO FORTUNE FINANCIAL, INC.:
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by this Warrant for, and to purchase thereunder,
________ shares of Common Stock, as provided for therein, [and tenders herewith
payment of the purchase price in full in the form of [cash or a check or notes
in the amount of $________.]
[Pursuant to the terms of the attached Warrant, the undersigned hereby
elects to make a Cashless Exercise as provided for in Section 2.2 of such
Warrant with respect to _____ shares of Common Stock.] Please issue a
certificate or certificates for such shares of Common Stock [and a replacement
Warrant for any portion not exercised] in the name of, and pay any cash for any
fractional shares to:
Name
-------------------------
INSERT SOCIAL SECURITY OR (Please Print Name and Address)
OTHER IDENTIFYING NUMBER
Signature
-------------------------- ----------------------
Address
----------------------
-------------------------------
NOTE: The above signature should
correspond exactly with
the name on the face of
this Warrant or with the
name of assignee appearing
in the assignment form
below.
ASSIGNMENT
For value received, _____________________ hereby sells, assigns and
transfers unto _________________________________ the within Warrant, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ______________________________ attorney, to transfer
said Warrant on the books of the within-named Company, with full power of
substitution in the premises.
Dated:
--------------------------
NOTE: The above signature should
correspond exactly with the
name on the face of this
Warrant
1