EXHIBIT 10.2
Warrant 2007-00
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.
ANY TRANSFER OF THIS SECURITY OR THE SECURITIES INTO WHICH IT IS EXERCISABLE IS,
TO THE EXTENT REQUIRED, SUBJECT TO THE PRIOR WRITTEN APPROVAL OF THE COLORADO
LIMITED GAMING CONTROL COMMISSION, THE NATIONAL INDIAN GAMING COMMISSION, THE
MINNESOTA RACING COMMISSION AND ANY OTHER STATE, FEDERAL AND/OR TRIBAL
REGULATORY AUTHORITIES AS MAY HAVE JURISDICTION OVER THE ISSUER, ITS
SHAREHOLDERS AND/OR ITS SECURITIES, AND ANY ATTEMPTED TRANSFER WITHOUT SUCH
APPROVAL SHALL BE NULL AND VOID.
SERIES A COMMON STOCK PURCHASE WARRANT
SOUTHWEST CASINO CORPORATION
Warrant Shares:
Initial Exercise Date: July 24, 2007
Issue Date: January 24, 2007
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value
received,
(the
"Holder") is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the six month
anniversary of the date hereof (the "Initial Exercise Date") and on or prior to
the close of business on the 5 year anniversary of the Initial Exercise Date
(the "Termination Date") but not thereafter, to subscribe for and purchase from
Southwest Casino Corporation, a Nevada corporation (the "Company"), up
to
shares (the "Warrant Shares") of common stock, par value $0.001 per
share (the "Common Stock"), of the Company.
The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b).
1
Section 1.
Definitions.
Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Securities Purchase Agreement (the "Purchase Agreement"), dated
January 24, 2007, among the Company and the purchasers signatory thereto.
Section 2.
Exercise.
a)
Exercise of Warrant.
Exercise of the
purchase rights represented by this Warrant may be made, in whole or in part, at
any time or times on or after the Initial Exercise Date and on or before the
Termination Date by delivery to the Company of a duly executed facsimile copy of
the Notice of Exercise Form annexed
hereto (or such other office or agency of
the Company as it may designate by notice in