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Exhibit 4.9
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT NO SALE,
PLEDGE OR OTHER TRANSFER OF THIS WARRANT OR ANY OF SAID SHARES MAY BE MADE
WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAW, UNLESS THE HOLDER SHALL DELIVER TO THE ISSUER AN OPINION (IN FORM
SATISFACTORY TO THE ISSUER) OF COUNSEL SATISFACTORY TO THE ISSUER THAT NO
SUCH REGISTRATION IS REQUIRED.
FORM OF
ASSET ALLIANCE CORPORATION
REDEEMABLE COMMON STOCK PURCHASE WARRANT
Warrant No.______ _______ Shares
This certifies that, for value received,
or his assigns, are entitled, subject to the terms and conditions hereinafter
set forth, at or before 5:00 p.m., New York time, on July 30, 2001, but not
thereafter, to purchase up to ________shares (the "Shares") of Common Stock, par
value $.01 per share ("Common Stock"), of Asset Alliance Corporation, a Delaware
corporation (the "Company"). The purchase price payable upon the exercise of
this Warrant shall initially be $_______ per share, said amount being subject to
adjustment as described herein (the "Warrant Price").
Upon delivery of this Warrant with the Purchase Form attached hereto duly
executed, together with payment of the Warrant Price for the shares of Common
Stock thereby purchased, at the principal office of the Company or at such other
address as the Company may designate by notice in writing to the registered
holder hereof (the "Holder"), the Holder shall be entitled to receive a
certificate or certificates for the Shares so purchased. All Shares issued upon
the exercise of this Warrant will, upon issuance, be fully paid and
nonassessable and free from all taxes, liens and charges with respect thereto.
This Warrant is one of a duly authorized issue of Redeemable Common Stock
Purchase Warrants (the "Redeemable Warrants") to purchase up to a maximum
aggregate of ____________ shares of Common Stock.
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The Redeemable Warrants are each subject to the following terms and conditions:
SECTION 1. TRANSFERABILITY AND FORM OF WARRANT
1.1. Registration. The Redeemable Warrants are numbered and registered on
the books of the Company. The Company shall be entitled to treat the Holder as
the sole owner of this Warrant for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in this Warrant on the
part of any other person, and shall not be liable for any registration of
transfer of this Warrant which is to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with actual knowledge that a fiduciary or
nominee is committing a breach of trust in requesting such registration of
transfer.
1.2. Transfer. This Warrant shall be transferable only on the books of the
Company maintained at its principal office in New York, New York, or wherever
its principal office may then be located, upon delivery of this Warrant either
duly endorsed by the Holder or by the Holder's duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, the original
letter of attorney, duly approved, or an official copy thereof, duly certified,
shall be deposited and remain with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be required
to be deposited and remain with the Company in its discretion. Upon any
registration of transfer, the Company shall execute and deliver a new Warrant to
the person entitled thereto.
SECTION 2. EXCHANGE OF WARRANT CERTIFICATE
This Warrant certificate may be exchanged for another certificate or
certificates entitling the Holder to purchase a like aggregate number of Shares
as this certificate then entitles the Holder to purchase. Any Holder of this
Warrant desiring to exchange this Warrant certificate shall make such request in
writing delivered to the Company, and shall surrender this certificate, properly
endorsed, to the Company. Thereupon, the Company shall execute and deliver to
the person entitled thereto a new Warrant certificate or certificates, as the
case may be, as so requested.
SECTION 3. TERM OF WARRANT; EXERCISE OF WARRANT
Subject to the terms of this Warrant, the Holder shall have the right, at
any time during the period commencing at 9:00 a.m., New York time, on the date
hereof, until 5:00 p.m., New York time, on June 30, 2001, (the "Termination
Date"), to purchase from the Company the number of fully paid and nonassessable
Shares to which the Holder may at the time be entitled to purchase pursuant to
this Warrant, upon surrender, to the Company at this principal office, of this
Warrant certificate, together with the Purchase Form attached hereto duly
completed and signed, and upon payment to the Company of the Warrant Price for
the number of Shares in respect of which this Warrant is then being exercised.
Payment of the aggregate Warrant Price shall be made in cash or by certified or
cashier's check.
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Upon surrender of this Warrant and payment of the Warrant Price as
aforesaid, the Company shall issue and cause to be delivered with all reasonable
dispatch, to or upon the written order of the Holder and (subject to the
restrictive legend on the first page of this Warrant) in such name or names as
the Holder may designate, a certificate or certificates for the number of full
Shares so purchased upon the exercise of this Warrant, together with cash, as
provided in Section 9 hereof, in respect of any fractional Shares otherwise
issuable upon such surrender. Such certificate or certificates shall be deemed
to have been issued and any person so designated to be named therein shall be
deemed to have become a holder of record of such Shares as of the date of the
surrender of this Warrant and payment of the Warrant Price as aforesaid;
provided that if, at the date of surrender of this Warrant and payment of such
Warrant Price, the transfer books for the Shares or other class of stock
purchasable upon the exercise of this Warrant shall be closed, the certificates
for the Shares in respect of which this Warrant is then exercised shall be
issuable as of the date on which such books shall next be opened (whether before
or after the Termination Date) and until such date the Company shall be under no
duty to deliver any certificate for such Shares; and provided further that the
transfer books of record, unless otherwise required by law, shall not be closed
at any one time for a period longer than twenty days. The rights of purchase
represented by this Warrant shall be exercisable, at the election of the Holder,
either in full or from time to time in part and, in the event that this Warrant
is exercised in respect of fewer than all of the Shares at any time prior to the
date of expiration of this Warrant, a new Warrant certificate to purchase the
remaining Shares will be issued.
SECTION 4. PAYMENT OF TAXES
The Company will pay all documentary stamp taxes, if any, attributable to
the initial issuance of Shares upon the exercise of this Warrant; provided that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in such issuance.
SECTION 5. MUTILATED OR MISSING WARRANT
In case the certificate evidencing this Warrant shall be mutilated, lost,
stolen or destroyed, the Company may, in its discretion, issue and deliver in
exchange and substitution for and upon cancellation of this certificate if it is
mutilated, or in lieu of and substitution for this certificate if it is lost,
stolen or destroyed, a new Warrant certificate of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of this Warrant and indemnity, if
requested, also satisfactory to the Company. Applicants for such substitute
Warrant certificate shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Company may prescribe.
SECTION 6. RESERVATION OF SHARES
There have been reserved, and the Company shall at all times keep
reserved, out of its authorized Common Stock a number of shares of Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
this Warrant.
Any transfer agent for the Common Stock or for any other shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and
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directed at all times to reserve such number of authorized shares as shall be
requisite for such purpose. The Company will keep a photocopy of this Warrant on
file with any transfer agent for the Common Stock or for any shares of the
Company's capital stock issuable upon the exercise of the rights of purchase
represented by this Warrant.
SECTION 7. PURCHASE OR REDEMPTION BY THE COMPANY
7.1. Purchase of Warrant. The Company shall have the right, except as
limited by law, other agreements or herein, to purchase or otherwise acquire
this Warrant at such times, in such manner and for such consideration as it may
deem appropriate.
7.2. Redemption of Warrant by the Company. The Company shall have the
right, except as limited by law, other agreements or herein, to redeem this
Warrant, in whole or from time to time in part, on thirty days notice at $.05
per Share at any time after June 30, 1997, if the average closing bid price of
the Common Stock (or closing price if then traded on a national securities
exchange) for any thirty consecutive trading days has equalled or exceeded
$10.00. Notice of any such redemption will be mailed by the Company to the
Holder. Unless, prior to the expiration of such thirty-day notice period, the
Holder exercises his right to purchase the Shares covered by this Warrant, the
Holder will forfeit his right to do so, and will be entitled only to the
redemption price of this Warrant if redeemed.
SECTION 8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES
8.1 Adjustments. The Warrant Price and the number and kind of securities
purchasable upon the exercise of this Warrant shall be subject to adjustment
from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) pay a dividend in shares of Common Stock
or make a distribution in shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder of this Warrant shall be entitled
to receive the kind and number of Shares or other securities of the Company
which he would have owned or have been entitled to receive after the happening
of any of such event or any record date with respect thereto. An adjustment made
pursuant to this paragraph (a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event.
(b) In case the Company shall issue rights, options or warrants to all or
substantially all holders of its shares of Common Stock, without any charge to
such holders, entitling them to subscribe for or purchase shares of Common Stock
at a price per share which is lower at the record date mentioned below than the
Current Market Price per share of
Common Stock (as defined in paragraph (d) below), the number of Shares
thereafter purchasable upon the exercise of this Warrant shall be determined by
multiplying the number of Shares theretofore
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purchasable upon exercise of this Warrant by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights, options or warrants plus the number of shares
which the aggregate offering price of the total number of shares of Common Stock
so offered would purchase at such Current Market Price. Such adjustment shall be
made whenever such rights, options or warrants are issued, and shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all or substantially all
holders of its shares of Common Stock evidences of its indebtedness or assets
(excluding cash dividends or distributions out of earnings) or rights, options
or warrants or convertible securities containing the right to subscribe for or
purchase shares of Common Stock (excluding those referred to in paragraph (b)
above), then in each such case the number of Shares thereafter purchasable upon
the exercise of this Warrant shall be determined by multiplying the number of
Shares theretofore purchasable upon exercise of this Warrant by a fraction, of
which the numerator shall be the then Current Market Price per share of Common
Stock (as defined in paragraph (d) below) on the date of such distribution, and
of which the denominator shall be such Current Market Price per share of Common
Stock, less the then fair value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive) of the portion of the assets
or evidences of indebtedness so distributed or of such subscription rights,
options or warrants, or of such convertible securities applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made, and shall become effective on the date of distribution retroactive to the
record date for the determination of shareholders entitled to receive such
distribution.
(d) For the purposes of this Warrant, the Current Market Price per share
of Common Stock of the Company at any date shall be deemed to be (i) if the
shares of Common Stock are traded in the over-the-counter market and not on any
national securities exchange and not in the NASDAQ National Market System, the
average of the mean between the bid and asked price per share, as reported by
The National Quotation Bureau, Incorporated, or an equivalent generally accepted
reporting service, for the twenty (20) consecutive trading days immediately
preceding the date for which the determination of Current Market Price is to be
made, or, (ii) if the shares of Common Stock are traded on a national securities
exchange or in the NASDAQ National Market System, the average daily per share
closing price on the principal national securities exchange on which they are so
listed or in the NASDAQ National Market System, as the case may be, for the
twenty (20) consecutive trading days immediately preceding the date for which
the determination of Current Market Price is to be made. The closing price
referred to in clause (ii) above shall be the last reported sales price or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices, in either case on the principal national
securities exchange on which the shares of Common Stock are then listed or in
the NASDAQ National Market System.
(e) No adjustment in the number of shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of at
least 1 percent in the number of Shares
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purchasable upon the exercise of this Warrant; provided that any adjustments
which by reason of this paragraph (e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
(f) Whenever the number of Shares purchasable upon the exercise of this
Warrant is adjusted as herein provided, the Warrant Price per Share payable upon
exercise of this Warrant shall be adjusted by multiplying such Warrant Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of Shares purchasable upon the exercise of this Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.
(g) In case the Company shall sell and issue shares of Common Stock, or
rights, options, warrants or convertible securities containing the right to
subscribe for or purchase shares of Common Stock, at a price per share of Common
Stock (determined in the case of such rights, options, warrants or convertible
securities, by dividing (i) the total amount received or receivable by the
Company in consideration of the sale and issuance of such rights, options,
warrants or convertible securities, plus the total consideration payable to the
Company upon exercise or conversion thereof, by (ii) the total number of shares
of Common Stock covered by such rights, options, warrants or convertible
securities) lower than the Current Market Price (as defined in paragraph (d)
above) in effect immediately prior to such sale and issuance, then the Warrant
Price shall be reduced to a price (calculated to the nearest cent) determined by
dividing (i) an amount equal to the sum of (1) the number of shares of Common
Stock outstanding immediately prior to such sale and issuance multiplied by the
then existing Warrant Price, plus (2) the consideration received by the Company
upon such sale and issuance, by (ii) the total number of shares of Common Stock
outstanding immediately after such sale and issuance; provided that adjustments
pursuant to this paragraph (g) shall only be made if such sale or issuance is to
an officer, director or other affiliate of the Company, or any relative of any
of the above, and if no adjustment for such sale or issuance is made pursuant to
paragraph (c) above. The number of Shares purchasable upon the exercise of each
Warrant shall be determined by multiplying the number of Shares issuable upon
exercise immediately prior to such adjustment by a fraction, of which the
numerator is the Warrant Price in effect immediately prior to such adjustment
and the denominator is the Warrant Price as so adjusted. For the purposes of
such adjustments, the shares of Common Stock which the holders of any such
rights, options, warrants or convertible securities shall be entitled to
subscribe for or purchase shall be deemed to be issued and outstanding as of the
date of such sale and issuance, and the consideration received by the Company
therefor shall be deemed to be the consideration received by the Company for
such rights, options, warrants or convertible securities, plus the consideration
or premiums stated in such rights, options, warrants, or convertible securities
to be paid for the shares of Common Stock covered thereby. In case the Company
shall sell and issue shares of Common Stock, or rights, options, warrants, or
convertible securities containing the right to subscribe for or purchase shares
of Common Stock, for a consideration consisting, in whole or in part, of
property other than cash or its equivalent, then in determining the "price per
share of Common Stock" and the "consideration received by the Company" for
purposes of the first sentence of this paragraph (g), the Board of Directors
shall
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determine, in its discretion, the fair value of said property and such
determination, if made in good faith, shall be binding upon the Holder of this
Warrant. There shall be no adjustment of the Warrant Price pursuant to this
paragraph (g) if the amount of such adjustment would be less than $.05 per
Share; provided that any adjustment which by reason of this provision is not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.
(h) When the number of Shares purchasable upon the exercise of this
Warrant or the Warrant Price is adjusted as herein provided, the Company shall
promptly mail to the Holder by first class mail, postage prepaid, notice of such
adjustment or adjustments together with a certificate of a firm of independent
public accountants selected by the Board of Directors of the Company (who may be
the regular accountants employed by the Company) setting forth the number of
Shares purchasable upon the exercise of this Warrant and the Warrant Price of
such Shares after such adjustment, a brief statement of the facts requiring such
adjustment and the computation by which such adjustment was made. Such
certificate shall be conclusive evidence of the correctness of such adjustment.
The Company shall be entitled to rely on such certificate and shall be under no
duty or responsibility with respect to any such certificate, except to exhibit
the same, from time to time, to the Holder during reasonable business hours.
(i) For the purpose of this subsection 8.1, the term "shares of Common
Stock" shall mean (i) the class of stock designated as the Common Stock of the
Company on the date of this Warrant, or (ii) any other class of stock resulting
from successive changes or reclassifications of such shares consisting solely of
changes in par value, or from par value to no par value, or from no par value to
par value. In the event that at any time, as a result of an adjustment made
pursuant to this subsection 8.1, the Holder shall become entitled to purchase
any shares of the Company other than shares of Common Stock, thereafter the
number of such other shares so purchasable upon exercise of this Warrant, and
the Warrant Price of such shares, shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Shares contained in paragraphs (a) through (h),
inclusive, above, and the provisions of Section 3 and subsections 8.2 through
8.4, inclusive, with respect to the shares shall apply on like terms to any such
other shares.
(j) Upon the expiration of any rights, options, warrants or conversion
privileges, if any thereof shall not have been exercised, the number of shares
purchasable upon exercise of this Warrant and the Warrant Price, to the extent
this Warrant shall not then have been exercised, shall, upon such expiration, be
readjusted and shall thereafter be such as they would have been had it been
originally adjusted (or had the original adjustment not been required, as the
case may be) on the basis of (1) the only shares of Common Stock so issued were
the shares of Common Stock, if any, actually issued or sold upon the exercise of
such rights, options, warrants or conversion rights and (2) such shares of
Common Stock, if any, were issued or sold for the consideration actually
received by the Company for the issuance, sale or grant of all of such rights,
options, warrants or conversion rights, whether or not exercised; provided that
no such readjustment shall have the effect of increasing the Warrant Price by an
amount in excess of the amount of the adjustment initially made in respect of
the issuance, sale or grant of such rights, options, warrants or convertible
rights.
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8.2. No Adjustment for Dividends. Except as provided in subsection 8.1, no
adjustment in respect of any dividends shall be made during the term of this
Warrants or upon the exercise of this Warrant.
8.3. No Adjustment in Certain Cases. No adjustments shall be made pursuant
to this Section 8, in connection with the issuance of (a) up to 1,750,000 shares
of Common Stock being offered and sold in units with the Redeemable Warrants,
(b) any securities upon exercise of any of the Redeemable Warrants, (c) any
securities upon the conversion of the Company's Series A Convertible Redeemable
Preferred Stock (or exercise of the warrants issuable upon conversion thereof),
(d) up to 2,500,000 shares in the aggregate to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, (e) up to 350,000 shares of Common Stock (subject to adjustment in
certain events) issuable at an initial price of $5.00 per share (subject to
adjustment in certain events) upon exercise of redeemable common stock purchase
warrants being issued to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (f) such number
of shares of Common Stock (as adjusted for all stock dividends, stock splits,
subdivisions and combinations) as are issued to employees, officers, directors,
consultants or members of the Board of Advisors of the Company, or other persons
performing services for the Company, pursuant to any stock option plan, stock
purchase plan or management incentive plan, agreement or arrangement approved by
the Board, and/or upon exercise of redeemable common stock purchase warrants
(issued to any such persons as approved by the Board) substantially identical
(except as to exercise price) to the redeemable common stock purchase warrants
referred to in clause (e) above, and (g) any shares of Common Stock (or
securities convertible into shares of Common Stock) as consideration for the
acquisition by the Company of interests in any entity engaged primarily in the
business of investment management or related services.
8.4. Preservation of Purchase Rights upon Reclassification, Consolidation,
etc. In case of any consolidation of the Company with or merger of the Company
into another corporation or in case of any sale or conveyance to another
corporation of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute an agreement with the Holder that
the Holder shall have the right thereafter upon payment of the Warrant Price in
effect immediately prior to such action to purchase upon exercise of this
Warrant the kind and amount of Shares and other securities and property which he
would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had this Warrant been exercised
immediately prior to such action. Such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 8. The Company shall mail an executed copy of any
such agreement by first class mail, postage prepaid, to the Holder. The
provisions of this subsection 8.4 shall similarly apply to successive
consolidations, mergers, sales, or conveyances.
SECTION 9. FRACTIONAL INTERESTS
The Company shall not be required to issue fractional Shares on the
exercise of this Warrant. If more than one of the Redeemable Warrants shall be
presented for exercise in full at the same time by the same Holder, the number
of full Shares which shall be issuable
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upon the exercise thereof shall be computed on the basis of the aggregate number
of Shares represented by this Warrant and the other Redeemable Warrants so
presented. If any fraction of a Share would, except for the provisions of this
Section 9, be issuable on the exercise of this Warrant (or specified portion
thereof), the Company shall pay an amount in cash equal to the Current Market
Price per Share (as defined in paragraph 8.1(d) above) multiplied by such
fraction.
SECTION 10. NO RIGHT AS STOCKHOLDERS; NOTICES TO HOLDER
Nothing contained in this Warrant shall be construed as conferring upon
the Holder or the Holder's transferees the right to vote or to receive dividends
or to consent or to receive notice as stockholders in respect of any meeting of
stockholders for the election of directors of the Company or any other matter,
or any rights whatsoever as stockholders of the Company. If, however, at any
time prior to the expiration of this Warrant and prior to its exercise, any of
the following events shall occur:
(a) any action which would require an adjustment pursuant
to subsections 8.1 or 8.4, or
(b) a dissolution, liquidation, or winding up of the Company
(other than in connection with a consolidation, merger, or sale of
all or substantially all of its property, assets, and business as an
entirety) shall be proposed;
the Company shall in each such case give notice in writing of such event to the
Holders as provided in Section 11 hereof. Failure to publish or mail such notice
or any defect therein or in the publication or mailing thereof shall not affect
the validity of any action taken in connection with such dividend, distribution,
or subscription rights. or proposed dissolution, liquidation or winding up.
SECTION 11. NOTICES
(a) Any notice to the Company pursuant to this Warrant shall be in writing
and shall be deemed to have been duly given if delivered or mailed certified
mail, return receipt requested, to the Company at ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Executive Vice President. The Company may
from time to time change the address to which such notices are to be delivered
or mailed hereunder by notice to the Holder in accordance with paragraph (b)
below.
(b) Any notice pursuant to this Warrant by the Company to the Holder shall
be in writing and shall be deemed to have been duly given if mailed, postage
prepaid, to the Holder at the Holder's address on the books of the Company.
SECTION 12. SUPPLEMENTS AND AMENDMENTS
The Company may from time to time supplement or amend this Warrant,
without the approval of the Holder, in order to cure any ambiguity or to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions
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herein, or to make any other provisions in regard to matters or questions
arising hereunder which the Company may deem necessary or desirable and which
shall not be inconsistent with the provisions of this Warrant and which shall
not adversely affect the interest of the Holder.
SECTION 13. SUCCESSORS
All the covenants and provisions of this Warrant by or for the benefit of
the Company or the Holder shall bind and inure to the benefit of their
respective successors and assigns hereunder.
SECTION 14. MERGER OR CONSOLIDATION OF THE COMPANY
The Company will not merge or consolidate with or into any other entity
unless the entity resulting from such merger or consolidation (if not the
Company) shall expressly assume the due and punctual performance and observance
of each and every covenant and condition of this Warrant to be performed and
observed by the Company.
SECTION 15. APPLICABLE LAW
This Warrant shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said state.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and its corporate seal to be affixed thereto.
Date: December 30, 1996
ASSET ALLIANCE CORPORATION
ATTEST:
By: ____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_____________________________ President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
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ASSET ALLIANCE CORPORATION
REDEEMABLE COMMON STOCK PURCHASE WARRANT
PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ______________ shares (the "Shares") provided for therein, and
requests that certificates for the Shares be issued in the name of:
_____________________________
(Please Print or Type Name, Address and Social Security Number)
_____________________________
_____________________________
_____________________________
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant Certificate for the balance of the unpurchased Shares be
registered in the name of the undersigned Warrantholder as below indicated and
delivered to the address stated below:
(Please Print)
Dated: _________________
Name of Warrantholder: _________________________________________
Address: ________________________________
________________________________
Signature: ______________________________
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Note: The above signature must correspond with the name as written upon
the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed: ____________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
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