Exhibit 10
WARRANTS TO PURCHASE SHARES
OF COMMON STOCK OF RIDGEWOOD PROPERTIES, INC.
This Warrant Certificate certifies that Hugh Jones or
registered assigns (the "Holder"), is the owner of 75,000 Warrants
(subject to adjustment as provided herein) (the "Warrants"), each
of which represents the right to subscribe for and purchase from
Ridgewood Properties, Inc., a Delaware corporation (the
"Company"), one share of the Common Stock, par value of $.Ol per
share, of the Company (the common stock, including any stock into
which it may be changed, reclassified or converted, is herein
referred to as the "Common Stock") at the purchase price (the
"Exercise Price") set forth in Section 1B below and subject to
adjustment as provided herein.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. THEY
MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR
EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. IF THE HOLDER PROPOSES TO SELL OR
TRANSFER SUCH SECURITIES PURSUANT TO ANY SUCH EXEMPTIONS, THE
HOLDER SHALL GIVE NOTICE OF SUCH PROPOSED SALE OR TRANSFER TO
THE COMPANY AND, UPON THE REQUEST OF THE COMPANY, SHALL
DELIVER TO THE COMPANY, PRIOR TO ANY SUCH SALE OR TRANSFER,
AN OPINION OF COUNSEL EXPERIENCED IN SECURITIES ACT MATTERS,
WHICH OPINION SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE COMPANY AND SHALL STATE THAT SUCH EXEMPTIONS
ARE AVAILABLE.
The Warrants represented by this Warrant Certificate are subject
to the following provisions, terms and conditions:
1. EXERCISE OF WARRANTS
A. Exercise Period.
The Warrants may be exercised at any time within the period
beginning on the date of this Warrant Certificate, and expiring at
5:00 p.m., Atlanta time, on the date five years after the date of
this Warrant Certificate (the "Expiration Date").
B. Exercise Price.
The Exercise Price shall be $3.50 per share, subject to
adjustment as provided herein.
C. Manner of Exercise. At any time when the Warrants are
subject to exercise as set forth in Section 1A, the Warrants may
be exercised by the Holder, in whole or in part (but not as to a
fractional share of Common Stock), by surrender of this Warrant
Certificate at the principal office of the Company at 2859 Paces
Ferry Road, Suite 700, Atlanta, Georgia 30339 (or such other
office or agency of the Company as may be designated by notice in
writing to the Holder at the address of such Holder appearing on
the books of the Company), with the appropriate form attached
hereto duly executed, and by payment to the Company by certified
check or bank draft of the purchase price for such shares. The
Company agrees that the shares of Common Stock so purchased shall
be and are deemed to be issued to the Holder as the record owner
of such shares of Common Stock as of the close of business on the
date on which the Warrant Certificate shall have been surrendered
and payment made for such shares of Common Stock. Certificates
representing the shares of Common Stock so purchased, together
with any cash for fractional shares of Common Stock paid pursuant
to Section 2E, shall be delivered to the Holder promptly and in no
event later than ten (10) days after the Warrants shall have been
so exercised, and, unless the Warrants have expired, a new Warrant
Certificate representing the number of Warrants represented by the
surrendered Warrant Certificate, if any, that shall not have been
exercised shall also be delivered to the Holder within such time.
2. ADJUSTMENTS
A. Adjustments. The Exercise Price and the number of
shares of Common Stock issuable upon exercise of each Warrant
shall be subject to adjustment from time to time as follows:
(1) Stock Dividends; Stock Splits; Reverse Stock
Splits; Reclassifications. In case the Company shall (i) pay
a dividend with respect to its capital stock in shares of
Common Stock, (ii) subdivide its outstanding shares of Common
Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of any class of Common Stock,
or (iv) issue any shares of its capital stock to its then
holders of capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with
a merger, consolidation or other business combination in
which the Company is the continuing corporation) (any one of
which actions is herein referred to as an "Adjustment
Event"), the number of shares of Common Stock purchasable
upon exercise of each Warrant immediately prior to the record
date for such Adjustment Event shall be adjusted so that the
Holder shall thereafter be entitled to receive the number of
shares of Common Stock or other securities of the Company
(such other securities thereafter enjoying the rights of
shares of Common Stock under this Warrant Certificate) that
such Holder would have owned or have been entitled to receive
after the happening of such Adjustment Event, had such
Warrant been exercised immediately prior to the happening of
such Adjustment Event or any record date with respect
thereto. An adjustment made pursuant to this Section 2A(l)
shall become effective immediately after the effective date
of such Adjustment Event retroactive to the record date, if
any, for such Adjustment Event.
(2) Adjustment of Exercise Price. Whenever the number
of shares of Common Stock purchasable upon the exercise of
each Warrant is adjusted pursuant to Section 2A(l), the
Exercise Price for each share of Common Stock payable upon
exercise of each Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of each
Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.
(3) Duly to Make Fair Adjustments in Certain Cases. If
any event occurs as to which in the opinion of the Board of
Directors the other provisions of this Section 2A are not
strictly applicable or if strictly applicable would not
fairly protect the purchase rights of the Warrants in
accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make an
adjustment in the application of such provisions, in
accordance with such essential intent and principles, so as
to protect such purchase rights as aforesaid.
(4) Adjustment for Asset Distributions. If the Company
shall fix a record date for the making of a distribution to
all holders of shares of Common Stock of evidence of
indebtedness of the Company or other assets (other than
ordinary cash dividends not in excess of the retained
earnings of the Company determined by the application of
generally accepted accounting principles), then the Exercise
Price for each share of Common Stock payable upon exercise of
each Warrant shall be reduced by the then fair value (as
determined in good faith by the Board of Directors) of the
indebtedness or other assets distributed in respect of one
such share. Such adjustment shall be made whenever any such
distribution is made and shall become effective on the date
of distribution retroactive to the record date for the
determination of stockholders entitled to receive such
distribution.
B. Notice of Adjustment. Whenever the number of shares of
Common Stock purchasable upon the exercise of each Warrant or the
Exercise Price is adjusted, as herein provided, the Company shall
promptly notify each Holder in writing (such writing referred to
as an "Adjustment Notice") of such adjustment or adjustments and
shall deliver to each Holder a certificate of an officer of the
Company setting forth the number of shares of Common Stock
purchasable upon the exercise of each Warrant and the Exercise
Price after such adjustment, setting forth a brief statement of
the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.
C. Statement on Warrant Certificates. The form of this
Warrant Certificate need not be changed because of any change in
the Exercise Price or in the number or kind of shares purchasable
upon the exercise of a Warrant. However, the Company may at any
time in its sole discretion make any change in the form of the
Warrant Certificate that it may deem appropriate and that does not
affect the substance thereof and any Warrant Certificate
thereafter issued, whether in exchange or substitution for any
outstanding Warrant Certificate or otherwise, may be in the form
so changed.
D. Notice to Holder of Record Date, Dissolution,
Liquidation or Winding Up. During any period in which this
Warrant is exercisable hereunder, the Company shall cause to be
mailed (by first class mail, postage prepaid) to each Holder at
such Holder's address as shown on the books of the Company, notice
of the record date for any dividend, distribution or payment, in
cash or in kind (including, without limitation, evidence of
indebtedness and assets), with respect to shares of Common Stock
at least 20 calendar days before any such date. Prior to the
Expiration Date, if there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then the
Company shall cause to be mailed (by first class mail, postage
prepaid) to the Holder at such Holder's address as shown on the
books of the Company, at the earliest practicable time (and, in
any event, not less than 20 calendar days before any date set for
definitive action), notice of the date on which such dissolution,
liquidation or winding up shall take place, as the case may be.
The notices referred to above shall also specify the date as of
which the holders of the shares of Common Stock of record or other
securities underlying the Warrants shall be entitled to receive
such dividend, distribution or payment or to exchange their shares
for securities, money or the property deliverable upon such
dissolution, liquidation or winding up, as the case may be (the
"Entitlement Date"). In the case of a distribution of evidence of
indebtedness or assets (other than in dissolution, liquidation or
winding up) occurring during a period in which this Warrant is
exercisable which has the effect of reducing the Exercise Price to
zero or less pursuant to Section 2A(4), if a Holder elects to
exercise the Warrants in accordance with Section 1 and become a
holder of the Common Stock on the Entitlement Date, such Holder
shall thereafter receive the evidence of indebtedness or assets
distributed in respect of shares of Common Stock. In the case of
any dissolution, liquidation or winding up of the Company
occurring prior to the Expiration Date, each Holder shall receive
on the Entitlement Date the cash or other property, less the
Exercise Price for the Warrants then in effect, that such Holder
would have been entitled to receive had the Warrants been
exercisable and exercised immediately prior to such dissolution,
liquidation or winding up (or, if appropriate, record date
therefor) and any right of a Holder to exercise the Warrants shall
terminate.
E. Fractional Interest. The Company shall not be required
to issue fractional shares of Common Stock on the exercise of the
Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same holder, the number
of full shares of Common Stock which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of
whole shares of Common Stock purchasable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock
would, except for the provisions of this Section 2E, be issuable
on the exercise of the Warrants (or specified proportion thereof,
the Company shall pay an amount in cash calculated by it to be
equal to the then fair value of one share of Common Stock, as
determined by the Board of Directors of the Company in good faith,
multiplied by such fraction computed to the nearest whole cent.
3. RESERVATION AND AUTHORIZATION OF COMMON STOCK
The Company covenants and agrees (A) that all shares of
Common Stock which may be issued upon the exercise of the Warrants
represented by this Warrant Certificate will, upon issuance, be
validly issued, fully paid and nonassessable and free of all
issuance or transfer taxes, liens and charges with respect to the
issue thereof, (B) that during the Exercise Period, the Company
will at all times have authorized, and reserved for the purpose of
issue or transfer upon exercise of the Warrants evidenced by this
Warrant Certificate, sufficient shares of Common Stock to provide
for the exercise of the Warrants represented by this Warrant
Certificate, and (C) that the Company will take all such action as
may be necessary to ensure that the shares of Common Stock
issuable upon the exercise of the Warrants may be so issued
without violation of any applicable law or regulation, or any
requirements of any domestic securities exchange upon which any
capital stock of the Company may be listed, provided, however,
that nothing contained herein shall impose upon the Company any
obligation to register the warrants evidenced by this Warrant
Certificate or such Common Stock under applicable securities laws.
In the event that any securities of the Company other than the
Common Stock are issuable upon exercise of the Warrants, the
Company will take or refrain from taking any action referred to in
clauses (A) through (C) of this Section 3 as though such clauses
applied, mutatis mutandis, to such other securities then issuable
upon the exercise the Warrants.
4. NO VOTING RIGHTS
This Warrant Certificate shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company.
5. WARRANTS TRANSFERABLE
Subject to any restrictions on transfer under applicable
securities laws, this Warrant Certificate and the Warrants it
evidences are transferable, in whole or in part, without charge to
the Holder, at the office or agency of the Company referred to in
Section 1, by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant Certificate properly endorsed.
Each taker and Holder of this Warrant Certificate, by taking or
holding the same, consents and agrees that this Warrant
Certificate, when endorsed in blank, shall be deemed negotiable,
and that the Holder, when this Warrant Certificate shall have been
so endorsed, may be treated by the Company and all other persons
dealing with this Warrant Certificate as the absolute owner hereof
for any purpose and as the person entitled to exercise the rights
represented by this Warrant Certificate, or to the transfer hereof
on the books of the Company, any notice to the contrary
notwithstanding; but until such transfer on such books, the
Company may treat the registered holder hereof as the owner for
all purposes.
6. CLOSING OF BOOKS
The Company will at no time close its transfer books against
the transfer of any Warrant or of any shares of Common Stock or
other securities issuable upon the exercise of any Warrant in any
manner which interferes with the timely exercise of the Warrants.
7. WARRANTS EXCHANGEABLE, LOSS, THEFT
This Warrant Certificate is exchangeable, upon the surrender
hereof by the Holder at the office or agency of the Company
referred to in Section 1, for new Warrant Certificates of like
tenor representing in the aggregate the right to subscribe for and
purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder, each such new Warrant to
represent the right to subscribe for and purchase such number of
shares of Common Stock as shall be designated by said holder
hereof at the time of such surrender. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant Certificate and, in the case of any
such loss, theft or destruction, upon delivery of a bond or
indemnity satisfactory to the Company, or, in the case of any such
mutilation, upon surrender or cancellation of this Warrant
Certificate, the Company will issue to the holder hereof a new
Warrant Certificate of like tenor, in lieu of this Warrant
Certificate, representing the right to subscribe for and purchase
the number of shares of Common Stock which may be subscribed for
and purchased hereunder.
8. MERGERS, CONSOLIDATIONS, ETC.
A. If the Company shall merge or consolidate with another
corporation, the holder of this Warrant shall thereafter have the
right, upon due exercise in accordance with Section 1 hereof and
payment of the Exercise Price, to receive solely the kind and
amount of shares of stock (including, if applicable, Common
Stock), other securities, property or cash or any combination
thereof receivable by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately
prior to such merger or consolidation (assuming, if applicable,
that the holder of such Common Stock failed to exercise its rights
of election, if any, as to the kind or amount of shares of stock,
other securities, property or cash or combination thereof
receivable upon such merger or consolidation).
B. In case of any reclassification or change of the shares
of Common stock issuable upon exercise of this Warrant, (other
than elimination of par value, a change in par value, or from par
value to no par value, or as the result of a subdivision or
combination of shares (which is provided for elsewhere herein),
but including any reclassification of the shares of Common stock
into two or more classes or series of shares), or in case of any
merger or consolidation of another corporation into the Company,
in which the Company is the surviving corporation and in which
there is a reclassification or change of the shares of Common
Stock (other than a change in par value, or from par value to no
par value, or as a result of a subdivision or combination (which
is provided for elsewhere herein), but including any
reclassification of the shares of Common Stock into two or more
classes or series of shares), the holder of this Warrant shall
thereafter have the right, upon due exercise in accordance with
Section 1 hereof and payment of the Exercise Price, to receive
solely the kind and amount of shares of stock (including, if
applicable, Common Stock), other securities, property or cash or
any combination thereof receivable upon such reclassification,
change, merger or consolidation by a holder of the number of
shares of Common Stock for which this Warrant might have been
exercised immediately prior to such reclassification, change,
merger or consolidation (assuming, if applicable, that the holder
of such Common Stock failed to exercise its rights of election, if
any, as to the kind or amount of shares of stock, other
securities, property or cash or combination thereof receivable
upon such reclassification, change, merger or consolidation).
Dated: December 16, 1996.
Ridgewood Properties, Inc.
By: /s/ N. R. Walden
Title: President
Attest:
/s/ Karen S. Hughes
Secretary
SUBSCRIPTION AGREEMENT
Date: _____________, 19____
TO: _____________________
The undersigned, pursuant to the provisions set forth in the
attached Warrant Certificate , hereby agrees to subscribe for and
purchase _____________ shares of the Common Stock covered by such
Warrant Certificate, and tenders payment herewith in full thereof
at the price per share provided by such Warrant Certificate.
Holder: ______________________
By: __________________________
Its: _____________________
Address: _____________________
_____________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered holder of the
attached Warrant Certificate hereby sells, assigns, and transfers
unto the Assignee(s) named below (including the undersigned with
respect to any Warrants that are evidenced by the Warrant
Certificate that are not being assigned hereby) all of the right
of the undersigned under the Warrant Certificate, with respect to
the number of Warrants set forth below:
Social Security
or other
identifying
Names of number of Number of
Assignee(s) Address Assignee(s) Warrants
and does hereby irrevocably constitute and appoint
___________________________________ the undersigned's attorney in
fact to make such transfer on the books of _____________________
maintained for the purpose, with full power of substitution in the
premises.
Date: _______________, 19____.
______________________(1)
(1) The signature must correspond with the name as written upon
the face of the Warrant Certificate in every particular, without
alteration or enlargement or any change whatever, and must be
guaranteed by a national bank or trust company or by a member of
any national securities exchange.