Exhibit 4.6


 


NEITHER THIS WARRANT NOR
THE SHARES OF COMMON STOCK PURCHASED UPON EXERCISE OF THIS WARRANT MAY BE
TRANSFERRED WITHOUT (I) THE OPINION OF COUNSEL SATISFACTORY TO SOUTHWEST CASINO
CORPORATION THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION
UNDER THE FEDERAL SECURITIES ACT OF 1933 AND APPLICABLE STATE LAW; OR (II) SUCH
REGISTRATION. IN ADDITION, THE UNDERLYING SHARES OF COMMON STOCK ARE SUBJECT TO
RESTRICTION AND RIGHTS OF REDEMPTION CONTAINED IN THE COMPANY’S AMENDED AND
RESTATED ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME.


 


SOUTHWEST CASINO CORPORATION


WARRANT TO PURCHASE SHARES OF COMMON STOCK


 


Void after 4:00 p.m.,
Minneapolis, Minnesota time on October 19, 2010


 


This warrant (“Warrant”) certifies that                                         (“Holder”), is entitled to purchase, subject to fulfillment of
the terms and conditions in this Warrant (including, to the extent required,
the approval of all state and federal regulatory authorities having jurisdiction
over Southwest Casino Corporation (the “Company”)),
from the Company at any time before 4:00 p.m. Minneapolis time on October 19,
2010 (the “Exercise Period”), 100,000 shares
of Common Stock of the Company (“Common Stock”)
at the purchase price of $.58 per share. The number of shares of Common Stock
Holder will receive upon exercise of this Warrant and the price to be paid for
a share of Common Stock may be adjusted from time to time as stated in
this Warrant. The shares of Common Stock deliverable upon exercise of this
Warrant are sometimes referred to as “Warrant Shares”
and the purchase price of each share of Common Stock under this Warrant is
sometimes referred to as the “Exercise Price.”  The term “Warrant”
as used in this Warrant includes any warrants issued in exchange for,
substitution for, and replacement of this Warrant or into which this Warrant may be
divided or exchanged.


 


Section 1.                                          Exercise
of Warrant. Subject to the provisions of this Warrant (including, but
not limited to, the approval of all state and federal regulatory authorities
that have jurisdiction over the Company), this Warrant may be exercised at
any time during the Exercise Period by the presentation and surrender to the
Company of this Warrant with (1) the Purchase Form attached as Exhibit A,
duly executed by the Holder, and (2) payment, in cash, by wire transfer to
an account of the Company, or by certified or official bank check payable to
the order of the Company, of the Exercise Price payable for the Warrant Shares
being purchased (payment must include all applicable federal and state taxes). If
the Holder purchases less than all of the Warrant Shares, the Company will
execute and deliver to the Holder a new Warrant evidencing the right of the
Holder to purchase the balance of the shares purchasable under the Warrant
Shares on the terms provided in this Warrant.


 


As
soon as practicable after the exercise of this Warrant and payment of the
Exercise Price, the Company will cause to be issued in the name of and
delivered to the Holder, or as the Holder may direct, a certificate or
certificates representing the number of Warrant Shares purchased. The Company may require
that the certificate or certificates contain a legend substantially as follows:


 


“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


 


1

















 


transferred
in the absence of either an effective registration under the Securities Act of
1933, as amended, and under the applicable state securities laws, or an opinion
of counsel for the Company that such transaction is exempt from registration
under the Securities Act of 1933, as amended, and under the applicable state
securities laws; and (iii) a holder of the securities will be required to
comply with all federal and state rules and regulations regarding gaming
operations applicable to the Company and its subsidiaries and may be
required to sell the securities to the Company or otherwise dispose of the
securities if continued ownership of the securities by the holder may result
in a violation of applicable rules or regulations or the disapproval,
modification, loss or non-renewal of any contract or license or other consent
or approval related to the gaming operations of the Company or any subsidiary
of the Company.”


 


Section 2.                                          Reservation
of Shares. The Company agrees that, at all times until the expiration
of this Warrant, it will reserve for issuance and delivery upon exercise of
this Warrant the number of shares of its Common Stock required for issuance or
delivery upon exercise of this Warrant.


 


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


 


3.1                               Assignment/Transfer
of Warrant. This Warrant is not assignable or transferable unless
accompanied by a favorable opinion of counsel satisfactory to the Company, as
stated in Section 6 of this Warrant; except that it may be
transferred according to the terms of the will of the Holder, or the law of
intestate succession, upon the death of the Holder. Any assignment must be made
by surrender of this Warrant to the Company with a Form of Assignment
acceptable to the Company and duly executed and with funds sufficient to pay
any transfer tax; whereupon the Company, without charge, will execute and
deliver a new warrant in the name of the assignee named in the instrument of
assignment and this Warrant will be promptly canceled.


 


3.2                               Loss
of Warrant. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date to the Holder or
such Holder’s designee.


 


Section 4.                                          Rights
of the Holder. The Holder, by virtue of this Warrant, is not entitled
to any rights of a stockholder in the Company, either at law or in equity, and
the rights of the Holder are limited to those expressed in this Warrant and are
not enforceable against the Company except to the extent stated in this
Warrant.


 


Section 5.                                          Registration
Rights. The shares of Common Stock issuable upon exercise of this
Warrant are subject to the registration rights stated in the separate
Registration Rights Agreement between the Company and the Holder dated the same
date as this Warrant.


 


Section 6.                                          Anti-Dilution
Provisions.


 


6.1                               Issuance
of Dividends and/or Stock Splits. If, before this Warrant is exercised
or expires, 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, the then applicable Exercise Price will
be proportionately reduced and the number of shares then purchasable under this
Warrant will be proportionately increased. Conversely, if the Company reduces
the number of


 


2

















 


outstanding shares of
Common Stock by combining shares into a smaller number of shares (e.g. reverse
stock split), the then applicable Exercise Price will be proportionately
increased and the number of shares of Common Stock then purchasable under this
Warrant will be proportionately decreased. Any dividend paid or distributed
upon the Common Stock in securities convertible into shares of Common Stock
will be treated as a dividend paid in Common Stock to the extent that shares of
Common Stock are issuable upon the conversion of such convertible security.


 


6.2                               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.


 


6.3                               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 shall
cause effective provision to be made so that the Holder shall have the right
thereafter, 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 that recapitalization, capital
reorganization, or other change, consolidation, merger, sale or conveyance not
taken place. Any such provisions shall include provision for adjustments, which
shall be as nearly equivalent, as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section 5
will similarly apply to successive reclassifications, capital reorganizations,
changes of shares of Common Stock, and to successive consolidations, mergers,
sales or conveyances.


 


Section 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 such 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) such registration. Each
certificate representing Warrant Shares or other securities issued upon
exercise of this Warrant may bear a legend substantially as set forth in Section 1
above.


 


Section 8.                                          Representations
and Warranties of Holder. The Holder represents and warrants to the
Company the following:


 


8.1                               Holder
is an “Accredited Investor” as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the “Act”).


 


8.2                               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 Warrant Shares.


 


3

















 


8.3                               The
Holder recognizes that an investment in the Warrant and the Warrant Shares of
Common Stock 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 the Warrant and the Warrant Shares.


 


8.4                               In
connection with the acquisition of the Warrant, the Holder represents and
warrants that the Holder intends to acquire the Warrant and the Warrant Shares
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 or the Warrant Shares without
registration under all applicable securities laws or appropriate exemption from
applicable registration requirements. The Holder understands and acknowledges
that neither the Warrant nor the Warrant Shares have been registered under the
Securities Act nor 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 the Warrant or the Warrant Shares.


 


Section 9.                                          Survival of Representations and Warranties.
The representations and warranties set forth in Section 6 above will
survive the exercise of the Warrant.


 


Section 10.                                   Applicable Law. This Warrant is
governed by and must be construed in accordance with the laws of the State of
Minnesota.


 


IN WITNESS WHEREOF, this Warrant has been duly
executed by the undersigned as of October 20, 2005.


 


	
   

  	
  SOUTHWEST CASINO
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Jeffrey S.
  Halpern, Chairman of the Board

  
	
   

  	
   

  
	
  Accepted and
  agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder

  	
   

  
				



 


4

















 


EXHIBIT A


 


PURCHASE FORM


 


To be signed upon exercise of Warrant.


 


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


 


(a)                                  The
shares of common stock purchasable upon exercise of the attached Warrant (the “Warrant Shares”) 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 such 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
Warrant Shares are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Company’s Articles of
Incorporation and Bylaws, the Act and the applicable state laws, pursuant to
registration or exemption therefrom, and, if applicable, 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 Warrant Shares; (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 Warrant Shares for Holder’s
own account, for long-term investment and without the intention of reselling or
redistributing the Warrant Shares, (iv) the Company has no obligation to
register the Warrant Shares; and (v) any transfer of the Warrant Shares 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 Warrant Shares.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


A-1