Exhibit 4.1


 


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 March 9, 2013


 


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 March 9, 2013 (the “Exercise Period”),                                     
shares of Common Stock of the Company (“Common Stock”)
at the purchase price of $0.39 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 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:


 


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“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.”


 


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 


 


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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 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”).


 


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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.


 


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 March 10, 2008.


 


	
   

  	
  SOUTHWEST CASINO
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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 (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:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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