EXHIBIT 10.4
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF
COUNSEL SATISFACTORY TO PAWNBROKER.COM, INC. THAT SUCH SALE, TRANSFER OR OTHER
DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION.
PAWNBROKER.COM, INC.
WARRANT
TO PURCHASE
SHARES OF COMMON STOCK
For value received, First Cash Financial Services, Inc. ("First Cash"), a
Delaware corporation, successors or assigns ("Holder"), is entitled to purchase
from Pawnbroker.com, Inc., a Delaware corporation (the "Company"), up to five
hundred thousand (500,000) fully paid and nonassessable shares of the Company's
common stock, $0.0001 par value per share or such greater or lesser number of
such shares as may be determined by application of the anti-dilution provisions
of this warrant, at the price of $2.00 per share, subject to adjustments as
noted below (the "Purchase Price").
This warrant may be exercised by Holder at any time or from time to time
prior to the close of business on October 11, ----.
This warrant is subject to the following terms and conditions:
1. Exercise.
(a) The rights represented by this warrant may be exercised by the Holder,
in whole or in part, by written election, in the form set forth below,
by the surrender of this warrant (properly endorsed if required) at
the principal office of the Company, by payment to the Company by
cash, certified check or bank draft of the Purchase Price for the
shares to be purchased and by delivery of the warrant exercise form
attached hereto to the Company demonstrating that the sale of the
shares to be purchased is exempt from registration under the
Securities Act of 1933, as amended, and any state securities law; or
(b) surrender of the Warrants at the principal office of the Company
together with notice of election, in which event the Company shall
issue Holder a number of shares of Common Stock computed using the
following formula:
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X = Y (A-B)
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A
where: X = the number of shares of Common Stock to be issued to
Holder (not to exceed the number of shares set forth on the
cover page of this Warrant, as adjusted pursuant to the
provisions of Section 3);
Y = the number of shares of Common Stock for which the
Warrant is being exercised;
A = the Current Market Price of one share of Common Stock
(as defined in below); and B = the Purchase Price.
For the purpose of any computation under subsection (b) of this
Section 1, the Current Market Price per share of Common Stock on any
date shall be deemed to be the Closing Price for the last trading day
immediately preceding such date. The Closing Price for each day shall
be the last reported sales price regular way or, in case no such
reported sale takes place on such day, the average of the closing bid
and asked prices regular way, in either case on the New York Stock
Exchange, or if the Common Stock is not listed or admitted to trading
on the New York Stock Exchange, on the principal national securities
exchange in the United States on which the Common Stock is listed or
admitted to trading, or if the Common Stock is not listed or admitted
to trading on any such national securities exchange, the average of
the highest reported bid and lowest reported asked price as furnished
by the National Association of Securities Dealers, Inc. through it's
automated quotation system ("NASDAQ") of a similar organization if
NASDAQ is no longer reporting such information. If on any such date
the Common Stock is not quoted by any such organization, the fair
value of Common Stock on such date, as determined by the board of
directors of the Company, whose determination shall be conclusive,
shall be used and described in a notice mailed to the Holder.
(c) The shares so purchased shall be deemed to be issued as of the close
of business on the date on which this warrant has been exercised by
payment to the Company of the Purchase Price. Certificates for the
shares of stock so purchased, bearing an appropriate restrictive
legend, shall be delivered to the Holder within 15 days after the
rights represented by this warrant shall have been so exercised, and,
unless this warrant has expired, a new warrant representing the number
of shares, if any, with respect to which this warrant has not been
exercised shall also be delivered to the Holder hereof within such
time. No fractional shares shall be issued upon the exercise of this
warrant.
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2. Shares. All shares that may be issued upon the exercise of the rights
represented by this warrant shall, upon issuance, be duly authorized and issued,
fully paid and nonassessable shares. During the period within which the rights
represented by this warrant may be exercised, the Company shall at all times
have authorized and reserved for the purpose of issue or transfer upon exercise
of the subscription rights evidenced by this warrant a sufficient number of
shares of its common stock to provide for the exercise of the rights represented
by this warrant.
3. Adjustments. The Purchase Price shall be subject to adjustment from time to
time as hereinafter provided in this Section 3:
(a) If the Company at any time divides the outstanding shares of its
common stock into a greater number of shares (whether pursuant to a
stock split, stock dividend or otherwise), and conversely, if the
outstanding shares of its common stock are combined into a smaller
number of shares, the Purchase Price in effect immediately prior to
such division or combination shall be proportionately adjusted to
reflect the reduction or increase in the value of each such common
share.
(b) If any capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of
the Company's common stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for such common
stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, the Holder shall have the right to
purchase and receive upon the basis and upon the terms and conditions
specified in this warrant and in lieu of the shares of the common
stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such
shares of stock, other securities or assets as would have been issued
or delivered to the Holder if Holder had exercised this warrant and
had received such shares of common stock immediately prior to such
reorganization, reclassification, consolidation, merger or sale. The
Company shall not effect any such consolidation, merger or sale unless
prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument
executed and mailed to the Holder at the last address of the Holder
appearing on the books of the Company the obligation to deliver to the
Holder such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Holder may be entitled to purchase.
(c) In case the Company shall issue shares of Common Stock or rights,
options, warrants to subscribe for or purchase shares of Common Stock,
or convertible or exchangeable securities containing the right to
subscribe for, or to convert into or purchase shares of Common Stock,
including any current outstanding equity lines or other securities
instruments providing for the future issuance of securities at prices
to be determined in the future, which for purposes of this subsection
(c)
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shall exclude shares of Common Stock, rights, options, warrants, or
convertible or exchangeable securities issued or issuable pursuant to
the Company's stock option, stock purchase, stock bonus and/or thrift
and retirement plans in existence on the date hereof, which shall have
been adopted or approved by the stockholders of the Company,
determined, in the case of such rights options, warrants, or
convertible or exchangeable securities, by dividing (x) the total
amount received or receivable by the Company in consideration of the
sale and issuance of such rights, options, warrants, or convertible or
exchangeable securities, plus the minimum aggregate consideration
payable to the Company upon exercise, conversion, or exchange thereof,
by (y) the maximum number of shares of Common Stock covered by such
rights, options, warrants, or convertible or exchangeable securities
(the "New Issue Price"), lower than the Purchase Price, then the
Purchase Price shall be adjusted on the date of such issuance to the
New Issue Price; provided, however, that in the event the New Issue
Price is less than $1.00 per share, the Purchase Price will be
adjusted to $1.00 per share (such price to be adjusted pursuant to the
other provisions set forth in this Section 3). In case the Company
shall issue shares of Common Stock or rights, option, warrants, or
convertible or exchangeable 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 the New Issue Price and the "consideration received
by the Company" for the purpose of the first sentence of this
subsection (c), shall be as determined by the board of directors of
the Company, whose determination shall be conclusive, and shall be
described in a notice mailed to the Holder.
(d) If the Company takes any other action, or if any other event occurs,
which does not come within the scope of the provisions of Section
3(a), 3(b) or 3(c), but which should result in an adjustment in the
Purchase Price and/or the number of shares subject to this warrant in
order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the
Company.
(e) Upon each adjustment of the Purchase Price, the Holder shall
thereafter be entitled to purchase, at the Purchase Price resulting
from such adjustment, the number of shares obtained by multiplying the
Purchase Price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Purchase Price
resulting from such adjustment.
(f) Upon any adjustment of the Purchase Price, the Company shall give
written notice thereof to the Holder stating the Purchase Price
resulting from such adjustment and the increase or decrease, if any,
in the number of shares purchasable at such price upon the exercise of
this warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
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4. No Rights as Shareholder. This warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.
5. Transfer. This warrant and all rights hereunder are transferable, in whole or
in part, at the principal office of the Company by the holder hereof in person
or by duly authorized attorney, upon surrender of this warrant properly
endorsed. The bearer of this warrant, when endorsed, may be treated by the
Company and all other persons dealing with this warrant as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented by this warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer on
such books, the Company may treat the registered owner hereof as the owner for
all purposes.
6. Notices. All demands and notices to be given hereunder shall be delivered or
sent by first class mail, postage prepaid; in the case of the Company, addressed
to its corporate headquarters, 85 Keystone, Suite A, Reno, Nevada, 89503, Attn.
Chief Financial Officer, until a new address shall have been substituted by like
notice; and in the case of Holder, addressed to Holder at the address written
below, until a new address shall have been substituted by like notice.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed and
delivered by a duly authorized officer.
Dated: October 11, 2000
Pawnbroker.com, Inc.
By
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Grieg Park, Chief Financial Officer
First Cash Financial Services, Inc.
690 East Lamar, Suite 400
Arlington, Texas, 76011
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WARRANT EXERCISE
(To be signed only upon exercise of this warrant)
The undersigned (the "Subscriber") Holder of the foregoing warrant, hereby
irrevocably elects to exercise the purchase right represented by such warrant
for, and to purchase thereunder, __________ shares of common stock of
Pawnbroker.com, Inc. (the "Company"), to which such warrant relates and herewith
makes payment of $__________ therefor in cash, certified check or bank draft and
requests that the certificates for such shares be issued in the name of, and be
delivered to ____________________, whose address is set forth below the
signature of the undersigned.
The Subscriber covenants, represents and warrants to the Company that:
(a) Subscriber has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Securities and it is able to bear the economic risk of
loss of its entire investment;
(b) the Company has provided to Subscriber the opportunity to ask
questions and receive answers concerning the terms and conditions of the
offering and Subscriber has had access to such information concerning the
Company as Subscriber has considered necessary or appropriate in connection
with Subscriber's investment decision to acquire the Securities;
(c) Subscriber is acquiring the Securities for Subscriber's own
account, for investment purposes only and not with a view to any resale,
distribution or other disposition of the Securities in violation of the
United States securities laws;
(d) unless otherwise notified by the Company in writing, Subscriber
understands that the Securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act") or the securities laws of any state of the United States and that the
sale contemplated hereby is being made in reliance on an exemption from
such registration requirements;
(e) Subscriber is an "accredited investor" as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act.
(f) if Subscriber decides to offer, sell or otherwise transfer any of
the Securities, Subscriber will not offer, sell or otherwise transfer any
of such Securities directly or indirectly, unless:
(i) the sale is to the Company;
(ii) the sale is made pursuant to the exemption from the
registration requirements under the Securities Act provided
by Rule 144 thereunder and in accordance with any applicable
state securities or "Blue Sky" laws; or
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(iii) the Securities are sold in a transaction that does not
require registration under the Securities Act or any
applicable state laws and regulations governing the offer
and sale of securities, and Subscriber has prior to such
sale furnished to the Company an opinion of counsel
reasonably satisfactory to the Company;
(g) the certificates representing the Securities will bear a legend
stating that such shares have not been registered under the Securities Act
or the securities laws of any state of the United States and may not be
offered for sale or sold unless registered under the Securities Act and the
securities laws of all applicable states of the United States or an
exemption from such registration requirements is available; and
(h) Subscriber consents to the Company making an appropriate notation
on its records or giving instructions to any transfer agent of the Company
in order to implement the restrictions on transfer set forth and described
herein.
Dated this ______ day of __________________, 20 ____.
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(Name of Subscriber - please print)
By: -----------------------------------------
(Authorized Signature)
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(Official Capacity or Title -
please print)
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(Please print name of individual
whose signature appears above if
different than the name of the
Subscriber printed above)
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Social Security or other Tax Identification No.
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WARRANT ASSIGNMENT
(To be signed only upon transfer of this warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________ the right represented by the foregoing warrant to purchase
the shares of common stock of Pawnbroker.com, Inc. and appoints
____________________ attorney to transfer such right on the books of
Pawnbroker.com, Inc., with full power of substitution in the premises.
Dated:
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Signature
Social Security or other Tax Identification No.
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Please print present name and complete address:
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