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 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”),
             shares
of Common Stock of the Company (“Common Stock”)
at the purchase price of $.50 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:


 


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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 October 20, 2005.


 


	
   

  	
  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 (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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