exv4w3



 





EXHIBIT 4.3




THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
(COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES
OR BLUE SKY LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES OR ANY INTEREST THEREIN
MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE CORPORATION
HAS BEEN FURNISHED BOTH WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH
OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE CORPORATION, TO THE EFFECT
THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND
WITH ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY
SUCH REGISTRATION OR EXEMPTION.



WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF

SPECTRE GAMING, INC.




			
	Warrant No.:                    
	 	Date:                    







     This certifies that, for value received,    or
its successors or assigns (collectively, the “Holder”), is entitled to purchase
from Spectre Gaming, Inc., a Minnesota corporation (the “Corporation”),
   (   ) fully paid and nonassessable shares
(the “Shares”) of the Corporation’s common stock (the “Common Stock”), at an
exercise price of Three and 75/100 Dollars ($3.75) per Share (the “Exercise
Price”), subject to adjustment as herein provided. This Warrant may be
exercised by Holder at any time from and after the date hereof until the date
five years from the date hereof, at which time all of Holder’s rights hereunder
shall expire.



     This Warrant is subject to the following provisions, terms and conditions:



     1. Exercise of Warrant. The rights represented by this Warrant may be
exercised by the Holder, in whole or in part (but not as to any fractional
shares of Common Stock), by the surrender of this Warrant (properly endorsed,
if required, at the Corporation’s principal office, or such other office or
agency of the Corporation as the Corporation may designate by notice in writing
to the Holder at the address of such Holder appearing on the Corporation’s
books at any time within the period above indicated), and upon payment to it by
certified check, bank draft or cash of the purchase price for such Shares.



     2. Issuance of Shares of Common Stock; No Fractional Shares. As soon as
practicable after the exercise of any Warrant, and in any event within thirty
(30) days after receipt by the Corporation of the notice of exercise under
Section 1, the Corporation at its expense (including the payment by it of any
applicable issuance taxes) will cause to be issued in the name of and
delivered to the Holder thereof or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct:



 









 






          (a) a certificate or certificates for the number of fully paid and
nonassessable Shares to which such Holder shall be entitled upon such
exercise plus, in lieu of any fractional share of Common Stock to which
such Holder would otherwise be entitled, an amount in cash equal to such
fraction multiplied by the then-current value of a share of Common Stock,
such current value to be determined by the Corporation’s board of
directors in its sole discretion; and




          (b) in case such exercise includes only part of the Shares
represented by this Warrant, a new warrant of like tenor, representing
the right to acquire that number of Shares (if any) with respect to which
this Warrant shall not then have been exercised, shall also be delivered
to the Holder within such time, unless this Warrant shall have expired.
The Corporation may require that any such new warrant or any certificate
for Shares purchased upon the exercise hereof bear a legend substantially
similar to that which is contained on the face of this Warrant.



     3. Time of Exercise. The exercise of this Warrant shall be deemed effective
immediately prior to the close of business on the business day on which the
Warrant is surrendered to the Corporation as provided in Section 1, and at such
time, the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such exercise as
provided in Section 2, shall be deemed Holder or Holders of record thereof.



     4. Transferability. This Warrant is issued upon the following terms, to which
Holder consents and agrees:




          (a) until this Warrant is transferred on the books of the
Corporation, the Corporation will treat the Holder of this Warrant,
registered as such on the books of the Corporation, as the absolute owner
hereof for all purposes without effect given to any notice to the
contrary;




          (b) this Warrant may not be exercised, and this Warrant and the
Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws,
regulations and orders, and with all other applicable laws, regulations
and orders;




          (c) until the Warrant, and the Shares issuable upon exercise of this
Warrant, are registered under the Securities Act and applicable Blue Sky
Laws, they may not be transferred without the Holder obtaining an opinion
of counsel, which opinion and counsel are satisfactory to the
Corporation, stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act and applicable Blue Sky
Laws. By accepting this Warrant, the Holder agrees to act in accordance
with any conditions imposed on such transfer by any such opinion of
counsel; and




          (d) neither this Warrant nor the Shares issuable upon exercise of
this Warrant have been registered under the Securities Act.



     5. Certain Covenants of the Corporation. The Corporation covenants and agrees
that all Shares which may be issued upon the exercise of the rights represented
by this Warrant, upon issuance and full payment for the Shares so purchased,
will be
duly authorized and issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue hereof, except those that
may be created by or imposed upon the Holder or its property; and, without
limiting the generality of the foregoing, the Corporation covenants and agrees
that it will from time to time take all such actions as may be required to
ensure that the par value per share of the Common Stock is at all times equal
to or less than this Warrant’s Exercise Price per Share. The Corporation
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Corporation will at all times
have authorized and available, free of preemptive or other rights, for the
purpose of issue upon



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exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of its Common Stock to provide for the
full exercise of the rights represented by this Warrant.



     6. Adjustment of Exercise Price and Number of Shares. The Exercise Price and
number of Shares are subject to the following adjustments:




          (a) Stock Dividend, Stock Split or Stock Combination. If (i) any
dividends on any class of the Corporation’s capital stock payable in
Common Stock or securities convertible into or exercisable for Common
Stock (collectively, “Common Stock Equivalents”) shall be paid by the
Corporation, (ii) the Corporation shall divide its then-outstanding shares of Common Stock into a greater number of shares, or (iii) the
Corporation shall combine its outstanding shares of Common Stock, by
reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted
again pursuant hereto) be adjusted immediately after such event to a
price (calculated to the nearest full cent) equal to the quotient of (x)
the number of shares of Common Stock outstanding immediately prior to
such event, multiplied by the Exercise Price in effect immediately prior
to such event, divided by (y) the total number of shares of Common Stock
outstanding immediately after such event. No adjustment of the Exercise
Price shall be made if the amount of such adjustment shall be less than
$.05 per Share; but any such adjustment not required then to be made
shall be carried forward and shall be made at the time and together with
any subsequent adjustment(s) which, together with any adjustment(s) so
carried forward, shall amount to not less than $.05 per Share.




          (b) Number of Shares Issuable on Exercise of Warrants. Upon each
adjustment of the Exercise Price pursuant to this Section, the Holder
shall thereafter (until another such adjustment) be entitled to purchase,
at the adjusted Exercise Price, the number of Shares, calculated to the
nearest full Share, equal to the quotient of (i) the product of (A) the
number of Shares issuable under this Warrant (as then adjusted pursuant
hereto prior to the current adjustment), multiplied by (B) the Exercise
Price in effect prior to such adjustment, divided by (ii) the adjusted
Exercise Price.




          (c) Notice of Adjustment. Upon any adjustment of the Exercise Price
and any increase or decrease in the number of Shares of Common Stock
issuable upon the exercise of the Warrant, then, and in each such case,
the Corporation shall within thirty (30) days thereafter give written
notice thereof, by first-class mail, postage prepaid, addressed to the
Holder as shown on the books of the Corporation. Any such notice shall
state the adjusted Exercise Price and adjusted number of Shares issuable
upon the exercise of the Warrant, and shall set forth in reasonable
detail the methods of calculation of such adjustments and the facts upon
which such calculations were based.




          (d) Effect of Reorganization, Reclassification or Merger. If at any
time while this Warrant is outstanding there should be (i) any
reorganization of the Corporation’s capital stock (other than splits or
combinations of Common Stock contemplated by and provided for in Section
6(a)), (ii) any consolidation or merger of the Corporation with
another corporation, limited liability company, partnership or other
business entity, or any sale, conveyance, lease or other transfer by the
Corporation of all or substantially all of its property to any other
corporation, limited liability company, partnership or other business
entity, which is effected in such a manner that the holders of Common
Stock shall be entitled to receive cash, stock, securities or assets with
respect to or in exchange for Common Stock, or (iii) any dividend or any
other distribution upon any class of the Corporation’s capital stock
payable in capital stock of a different class, other securities of the
Corporation, or other Corporation property (other than cash), then, as a
part of such transaction, lawful provision shall be made so that Holder
shall have the right thereafter to



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receive, upon the exercise hereof, the
number of shares of stock or other securities or property of the
Corporation or of the successor entity resulting from a consolidation or
merger, or of the entity to which the property of the Corporation has
been sold, conveyed, leased or otherwise transferred, as the case may be,
which the Holder would have been entitled to receive upon such capital
reorganization, reclassification of capital stock, consolidation, merger,
sale, conveyance, lease or other transfer, if this Warrant had been
exercised immediately prior to such capital reorganization,
reclassification of capital stock, consolidation, merger, sale,
conveyance, lease or other transfer. In any such case, appropriate
adjustments (as determined by the Corporation’s board of directors) shall
be made in the application of the provisions of this Warrant to the end
that the provisions set forth herein shall thereafter be applicable, as
near as reasonably may be, in relation to any shares or other property
thereafter deliverable upon the exercise of the Warrant as if the Warrant
had been exercised immediately prior to such capital reorganization,
reclassification of capital stock, such consolidation, merger, sale,
conveyance, lease or other transfer and the Holder had carried out the
terms of the exchange as provided for by such capital reorganization,
consolidation or merger.



     7. Prior Notice as to Certain Events. In case at any time: (a) the
Corporation shall pay any dividend upon its Common Stock payable in stock or
make any distribution (other than cash dividends) to the holders of its Common
Stock; (b) the Corporation shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or any other
rights; (c) there shall be any capital reorganization or reclassification of
the capital stock of the Corporation, or consolidation or merger of the
Corporation with, or sale, conveyance, lease or other transfer of all or
substantially all of its assets to, another corporation; or (d) there shall be
a voluntary or involuntary dissolution, liquidation or winding up of the
Corporation; then, in any one or more of such cases, the Corporation shall give
prior written notice, by first-class mail, postage prepaid, addressed to the
Holder as shown on the books of the Corporation, of the date on which (i) the
books of the Corporation shall close or a record shall be taken for such stock
dividend, distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also
specify the date as of which the holders of the Common Stock of record shall
participate in such dividend, distribution or subscription rights or shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, or winding up, as the case may be. Such
written notice shall be given at least 15 days prior to the action in question
and not less than 15 days prior to the record date or the date on which the
Corporation’s transfer books are closed in respect thereto.



     8. Redemption by Corporation. The Corporation may redeem this Warrant, at any
time and at its option, when the average per-share closing bid price of the
Common Stock exceeds Five and No/100 Dollars ($5.00) for any period of thirty
(30) consecutive trading days (as such price is adjusted upon any stock
dividends, splits or combinations),
by delivering notice of the exercise of such right as set forth in Section 9,
at a redemption price equal to $.001 per Share; provided, however, that the
Shares shall then be registered for resale or otherwise be freely tradable.
For purposes of this Section, the closing bid price of the Common Stock shall
be determined by the closing bid price as reported by Nasdaq so long as the
Common Stock is quoted on the Nasdaq National Market or Small Cap Market
Systems (or Over-the-Counter Bulletin Board) and, if the Common Stock is listed
on a national securities exchange, shall be determined by the last reported
sale price on the primary exchange on which the Common Stock is traded.



     9. Notice of Redemption. In the case of any redemption of this Warrant, the
Corporation shall give written notice thereof by first-class mail, postage
prepaid, addressed to the Holder as shown on the books of the Corporation not
less than thirty (30) days prior to the date fixed for redemption. Any notice
which is given in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives the notice. Each such
notice shall specify the date fixed for



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redemption, the place of redemption and
the redemption price of $.001 per Share at which the Warrant is to be redeemed,
and shall state that payment of the redemption price will be made upon
surrender of the Warrant at such place of redemption, and that if not exercised
by the close of business on the date fixed for redemption, the exercise rights
of the Warrant shall expire unless extended by the Corporation. Such notice
shall also state the current Exercise Price and the date on which the right to
exercise the Warrant will expire unless extended by the Corporation.



     10. Payment of Warrants on Redemption. If notice of redemption shall have been
given as provided in Section 9, the redemption price of $.001 per Share shall,
unless the Warrant is theretofore exercised pursuant to the terms hereof,
become due and payable on the date and at the place stated in such notice. On
presentation and surrender of the Warrant by the Holder to the Corporation at
such place of payment in such notice specified, the Warrant shall be paid and
redeemed at the redemption price of $.001 per Share. On and after such date of
redemption, the exercise rights of this Warrant shall expire.



     11. Registration Rights. The Shares issuable upon exercise of this Warrant
shall have the registration rights set forth in the Registration Rights
Agreement dated    by and between the Corporation and the original
Holder of this Warrant.



     12. No Rights as Shareholder. This Warrant shall not entitle the Holder hereof
to any voting rights or other rights as a shareholder of the Corporation.



     13. Loss or Mutilation. Upon receipt by the Corporation from Holder of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably satisfactory
to the Corporation, and in case of mutilation upon surrender and cancellation
hereof, the Corporation will execute and deliver in lieu hereof a new Warrant
of like tenor to Holder; provided, however, in the case of mutilation no
indemnity shall be required if this Warrant in identifiable form is surrendered
to the Corporation for cancellation.



     14. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Minnesota without regard to its
conflicts-of-law provisions.



     15. Amendments and Waivers. The provisions of this Warrant may not be amended,
modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Corporation agrees in writing
and has obtained the written consent of the Holder.



     16. Successors and Assigns. All the terms and conditions of this Warrant shall
be binding upon and inure to the benefit of the permitted successors and
assigns of the Corporation and Holder.



     17. Headings and References. The headings of this Warrant are for convenience
only and shall not affect the interpretation of this Warrant. Unless the
context indicates otherwise, all references herein to Sections are references
to Sections of this Warrant.



     18. Notices. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing. Notices sent to the
Holder shall be mailed, hand delivered or faxed and confirmed to the Holder at
his, her or its address set forth in the Corporation’s records. Notices sent
to the Corporation shall be mailed, hand delivered or faxed and confirmed to
Spectre Gaming, Inc., 1466 Pioneer Way, No. 10, El Cajon, California 92020, or
to such other address as the Corporation or the Holder shall notify the other
as provided in this Section.



     19. Counterparts. This Warrant may be executed by the Corporation and attested
to in counterparts.



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     In Witness Whereof, the Corporation has caused this Warrant to be signed
by its duly authorized officer on the date first set forth above.


	 	 	 	 	 
	 	SPECTRE GAMING, INC.:

 	 
	 	By:  	 	 
	 	 	Russell Mix, Chief Executive Officer 	 
	 	 	 	 
	 




ATTEST:




	 	 	 
	By:
	 	 
	

	 	

	

	 	Brian D. Niebur, Chief Financial Officer







Signature Page — Warrant No. ____




 









 








SUBSCRIPTION FORM




(To be signed only upon exercise of Warrant)




     The Undersigned, the holder of the Warrant referenced below, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder,    shares of
common stock of Spectre Gaming, Inc. (the “Shares”) to which such Warrant
relates, herewith makes payment of $   therefor in cash,
certified check, or bank draft, and hereby requests that a certificate
evidencing the Shares be delivered to    ,
the address of whom is set forth below the signature of the undersigned:



	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	

	 	

	

	 	 	 	(Signature)
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	(Printed Name)
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	(Address)
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	(Address)







Warrant No. _____, dated _____________ (the “Warrant”)




 









 








ASSIGNMENT FORM




(To be signed only upon authorized transfer of Warrant)




     For Value Received, the undersigned hereby sells, assigns, transfers and
conveys unto              the right to purchase shares of
common stock of Spectre Gaming, Inc. (the “Corporation”) to which the Warrant
referenced below relates, and hereby appoints    
as his, her or its attorney to transfer said right on the books of the
Corporation with full power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	

	 	

	

	 	 	 	(Signature)
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	(Printed Name)
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	(Address)
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	(Address)







Warrant No. _____, dated _____________ (the “Warrant”)