Exhibit 4.3


 


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 June 30, 2009


 


This
Warrant certifies that MBC Global, LLC, or its registered assign (“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 or 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 June 30,
2009  (the “Exercise
Period”), 300,000 shares of Common Stock of the Company (“Common Stock”) at the purchase price of $1.00 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 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.


 


1.                                      Exercise
of Warrant. Subject to the provisions of this Warrant (including, but
not limited to, the approval of all state and/or federal regulatory authorities
as may have jurisdiction over the Company), this Warrant will become
exercisable on July 1, 2004 as to 100,000 shares. The remaining 200,000
shares will become exercisable as to 8,333 shares on the first day of each of
the next 24 months (with all remaining shares vesting on the first day of the
24th month). The Warrant may be exercised by the presentation
and surrender to the Company of this Warrant with (1) the Purchase Form attached
to this Warrant 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 Common Stock being purchased (which payment must include all
federal and state taxes applicable upon exercise of this Warrant). If less than
all of the Warrant shares are purchased, the Company, upon exercise of this
Warrant, 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
this Warrant 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 otherwise direct, a
certificate or certificates representing the number of shares of Common Stock
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.”


 


Before the exercise of
this Warrant, neither the Holder nor any person entitled to receive shares of
Common Stock upon exercise of the Warrant, shall be or have any rights of a
shareholder of the Company.


 


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 of the Warrant Shares upon exercise of this Warrant.


 


3.                                      Exchange,
Assignment or Loss of Warrant. This Warrant is issued subject to the
following terms, conditions, and limitations:


 


(a)                                  Exchange
of Warrant. This Warrant is exchangeable at the reasonable request of
the Holder, upon presentation and surrender of this Warrant to the Company, for
other warrants of different denominations entitling the Holder to purchase in
the aggregate the same number of shares of Common Stock purchasable under this
Warrant.


 


(b)                                  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 9 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 promptly be canceled. This Warrant may be
divided upon presentation of this Warrant at the office of the Company together
with a written notice specifying the names and the denominations in which new
Warrants are to be issued and signed by the Holder of this Warrant.


 


(c)                                  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
the Holder’s designee.


 


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 limited to


 


2

















 


those expressed in this
Warrant and are not enforceable against the Company except to the extent stated
in this Warrant.


 


5.                                      Anti-Dilution
Provisions.


 


(a)                                  Issuance
of Dividends and/or Stock Splits. If, before the expiration of this
Warrant by exercise or by its terms, the Company declares and issues any shares
of its Common Stock as a stock dividend or subdivides the number of outstanding
shares of its Common Stock into a greater number of shares, then the then
applicable Exercise Price will be proportionately reduced and the number of shares
at that time purchasable under this Warrant will be proportionately increased. Conversely,
if the Company reduces the number of outstanding shares of Common Stock by
combining the shares into a smaller number of shares (e.g. reverse stock
split), then the then applicable Exercise Price shall be proportionately
increased and the number of shares of Common Stock at that time purchasable
under this Warrant shall be proportionately decreased. Any dividend paid or
distributed upon the Common Stock in securities convertible into shares of
Common Stock shall be treated as a dividend paid in Common Stock to the extent
that shares of Common Stock are issuable upon the conversion of the convertible
securities.


 


(b)                                  Fractional
Shares. No fractional shares or script representing fractional shares
of Common Stock will be issued upon the exercise of this Warrant. With respect
to any fraction of a share called for upon any exercise of this Warrant, the
Company will pay to the Holder an amount in cash equal to that fraction
multiplied by the market value of a full share of Common Stock on the day of
exercise, as determined in good faith by the Company.


 


(c)                                  Reclassification,
Reorganization or Merger. In case of any reclassification, capital
reorganization, or other change of outstanding shares of Common Stock of the
Company (other than a change in par value, or from par value to no par value,
or from no par value to par value, or as a result of an issuance of Common
Stock by way of dividend or other distribution or of a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization, or other change of outstanding shares
of Common Stock), or in case of any sale or conveyance of all or substantially
all of the assets of the Company to another corporation, the Company will cause
effective provision to be made so that the Holder has the right, by exercising
this Warrant, to purchase the kind and amount of shares of stock and other
securities and property receivable upon that reclassification, capital
reorganization, or other change, consolidation, merger, sale or conveyance as may be
issued or payable with respect to or in exchange for the number of shares of
Common Stock of the Company purchasable upon the exercise of this Warrant had
the recapitalization, capital reorganization, or other change, consolidation,
merger, sale or conveyance not taken place. This provision will include
provision for adjustments, which will be as nearly equivalent as may be
practicable, to the adjustments provided for in this Warrant. The provisions of
this Section 5 apply to successive reclassifications, capital
reorganizations, changes of shares of Common Stock, and to successive
consolidations, mergers, sales or conveyances.


 


6.                                      Officer’s
Certificate. Whenever the Exercise Price is adjusted under the
provisions of Section 5, the Company will file with its Secretary at its
principal office an Officer’s Certificate showing the adjusted Exercise Price,
determined as in this Warrant provided, and stating in reasonable detail the
facts requiring that adjustment. Each Officer’s Certificate will be made
available at all reasonable times for inspection by the Holder. Furthermore,
the Company, after each adjustment, will send a copy of the Officer’s
Certificate to the Holder. The Officer’s Certificate is conclusive as to the
correctness of the adjustment ten days after it is sent to the Holder.


 


3

















 


7.                                      Transfer
to Comply With the Securities Act. This Warrant and the Warrant Shares
or any other security issued or issuable upon exercise of this Warrant may not
be transferred without (i) the opinion of counsel satisfactory to the
Company that the transfer may lawfully be made without registration under
the Federal Securities Act of 1933, as amended (the “Securities
Act”) and applicable state law; or (ii) registration under the
Securities Act. Each certificate representing Warrant Shares or other
securities issued upon exercise of this Warrant may bear a legend
substantially as stated in Section 1 above.


 


8.                                      Representations
and Warranties of Holder. The Holder hereby represents and warrants the
following:


 


(a)                                  As
a sophisticated investor, the Holder has such knowledge and experience in
financial business matters that the Holder is capable of evaluating the merits
and risks of the prospective investment in the Warrant and the shares of Common
Stock purchasable upon exercise of the Warrant.


 


(b)                                 The
Holder recognizes that an investment in the Warrant and the shares of Common
Stock purchasable upon exercise of the Warrant involves a high degree of risk,
that transferability and resale is restricted and that the Holder could sustain
a loss of Holder’s entire investment in the Warrant and the Warrant Shares; and


 


(c)                                  In
connection with the acquisition of the Warrant, the Holder represents and
warrants that the Holder intends to acquire the Warrant for investment purposes
and not with a view to or for resale in connection with any distribution of the
Warrant or the Warrant Shares, and agrees that the Holder will not sell or
assign the Warrant without registration under all applicable securities laws or
appropriate exemption from registration requirements. The Holder understands
and acknowledges that neither the Warrant nor the shares of Common Stock
purchasable upon exercise of the Warrant have been registered under the
Securities Act, nor under applicable state securities laws and therefore will
not be freely transferable. The Holder also understands and acknowledges that
the Company is under no obligation to register this Warrant or the underlying
shares of Common Stock.


 


9.                                      Survival of Representations and Warranties.
The representations and warranties stated in Section 8 above will survive
the exercise of the Warrant.


 


10.                               Applicable Law. This Warrant shall
be governed by and construed in accordance with the laws of the State of
Minnesota without regard to principles of conflicts of laws.


 


IN
WITNESS WHEREOF, this Warrant has been duly executed by the undersigned
effective July 1, 2004.


 


	
   

  	
  SOUTHWEST CASINO
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas E. Fox,
  President

  
	
   

  	
   

  
	
  Accepted and
  agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder

  	
   

  
				



 


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EXHIBIT A


 


PURCHASE FORM


 


To be signed upon exercise of Warrant.


 


The
undersigned, the Holder of the attached Warrant, irrevocably elects to exercise
the purchase right represented by the Warrant for, and to purchase                             
shares of Common Stock of Southwest Casino Corporation (the “Company”) to which the Warrant relates and makes payment of
$                              
($                
per share) in cash or by certified check and requests that a certificate
representing the shares be delivered to the undersigned at the address stated
below:


 


(a)                                  The
shares of common stock purchasable upon exercise of the attached Warrant (the “Securities”) have not been registered under the Securities
Act of 1933, as amended (the “Act”) or
applicable state securities laws and are being issued by the Company under
exemptions from the registration requirements. Neither the Securities and
Exchange Commission nor any state securities division has made an independent
determination that the Securities are exempt from registration. Any
representation to the contrary is a criminal offense.


 


(b)                                 The
Securities are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Act and the applicable
state laws, under registration or exemption therefrom, and upon receipt of the
prior written approval of the Colorado Limited Gaming Control Commission, South
Dakota Commission on Gaming and such other state regulatory authorities as may have
jurisdiction.


 


(c)                                  The
undersigned Holder represents, warrants, and agrees that (i) the Company
has made no representations as to the value of the Securities; (ii) the
Holder has been provided with the opportunity to ask such information of the
Company’s management and to obtain such information regarding the Company, its
business and affairs as the Holder deems necessary or appropriate in
determining to accept the Securities under the terms and conditions of this
Agreement; (iii) the Holder is accepting the Securities for Holder’s own
account, for long-term investment and without the intention of reselling or
redistributing the Securities, (iv) the company has no obligation to
register the Securities; and (v) any 
transfer of the Securities is restricted by applicable state and federal
securities laws and will be further restricted by a restrictive legend placed
on the certificate(s) representing the Securities.


 


	
  Dated:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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