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EX-99.1 - EX-99.1 - Daseke, Inc.a17-7489_2ex99d1.htm
EX-4.2 - EX-4.2 - Daseke, Inc.a17-7489_2ex4d2.htm
EX-4.1 - EX-4.1 - Daseke, Inc.a17-7489_2ex4d1.htm
8-K - 8-K - Daseke, Inc.a17-7489_28k.htm

Exhibit 4.3

...... THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW G)ASEKE® DASEKE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ..!h.!h.!h -.!h..!h. ..!h.!h.!h liiiiill lliliill ...... CUSIP 23753F 11 5 WARRANT i I share; provided however, that a Warrant may not be exercised for a fractional share, so that only an even number of Warrants may be exercised at a given time. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only dur­ ing the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof (Continued on reverse side) warrant(s) (the "Warrants" and each, a "Warrant") to purchase shares of Common Stock, $0.0001 par value ("Common Stock"), ofDaseke, Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agree­ ment, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each Warrant is initially exercisable for one-half of one fully paid and non-assessable share of Com­ mon Stock. The number of the shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $5.75 per half WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. lb!m11 DASEKE, INc. COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY WARRANTAGENT BY: AUTHORIZED OFFICER 1 ;: {

 


 

DASEKE,INC. The warrants evidenced by this VI/arrant Certificate are part of a duly authorized issue ofVI/arrantsentitling theholder on exercise to receivesharesof CommonStock and are issued or to beissued pursuant to a Vl/arrantAgreement dated as of July 22, 2015 (the "War,..nt Ag,..amant"),duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ''Warrant Agent''), which warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for adescrip· lion of the rights, limitation of rights,obligations, duties and immunities thereunder of the VI/arrant Agent, the Company and the holders (the words •holde,.." or "holder" meaning the Registered Holders or Registered Holder) of the warrants.A copy of the warrant Agreement may be obtained by the holder hereof upon written request to the Company.Defined terms used in this VI/arrant Certificate but not defined herein shallhave the meanings given to them in the VI/arrant Agreement. warrants may be exercised at any time during the Exercise Period set forth in the Vl/arrantAgreemenTl he holderofVI/arrants evidencedby this VI/arrant Certificate may exercise them by sunrendering this warrant Certificate, with the form of election to purchasesat forthhereon properlycompleted andexecuted,togetherwithpayment of the Exercise Price as specified in the VI/arrant Agreement (or through "cashless exercise" as provided for in the VI/arrant Agreement) at the principalcorporate trust office ofthe VI/arrant Agent.In theeventthatuponany exercise ofVI/arrantsevidenced hereby the number of warrants exercised shallbe less than the totalnumber of war­ rants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee,anew warrant Certificateevidencingthe numberofWarrants not exercised. Notwithstanding anything else in this Warrant Certificate or the warrantAgree­ ment, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current,except through "cashless exercise" as provided for in the Warrant Agreement. The warrantAgreement provides that upon the occunrence of certain events the number of shares of Common Stock issuable uponexercise of the warrants set forth on the face hereof may, subject to certain conditions, be adjustad.If, upon exercise of a warrant, the holder thereof would be entiUed to receive a fractional interest in a share ofCommonStock,theCompany shall,uponexercise,round downto thenearest whole number of shares of Common Stock to be issued to the holder of the VI/arrant. warrant Certificates, when surrendered at the principalcorporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legalrepresen­ tative or ettomey duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the warrant Agreement, but without payment of any service charge, for another warrant Certificate or warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the warrant Agent a new warrant Certificate or warrant Certificates of like tenor and evidencing in the aggregate a like number of warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other gov­ emmentalcharge imposed in connection therewith. The Company and the VI/arrant Agent may deem and treat the Registered Holder(s) hereof as the absoluta owner{s) of this Warrant Certificata (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shallbe affected by any notice to the contrary. Neither the warrants nor this ..,..rrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. ELECTION TO PURCHASE {To Ba Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate,to receive tenders payment for such shares to the order of Daseke, Inc. (the •eompanyj in the amount or$ requests that a certificate for such shares be registered in the name of shares of Common Stock and herewith in accordance with the tenms hereof.The undersigned (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) (SOCIAL SECURITY OR TAX IDENnFICATION NUMBER) and that such shares be delivered to-----------:======-====-:-=,.,.,=-=-===,----------------------­ (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) If said number or shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new warrant Certificate representing the remaining balance of such shares be registered in the name of (PLEASE! TYPE OR PRINTNAME!AND ADDRI!SS) and that such Warrant Certificate be delivered to (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) In the event that the Warrant has been celled for redemption by the Company pursuant to of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6 3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3 3 1(b) and Section 6 3 of the WarrantAgreamenl In the event that the Warrant is to be exercised on a •cashless• basis pursuant to Sectjon 7 4 of the Warrant Agreement,the number of shares that this Warrant is exercisable for shall be determined in accordance with Sectjon 7 4 or the warrant Agreement. In the event that the Warrant may be exercised,to the extent allowed by the Warrant Agreement, through cashless exercise Ol the number of shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (iij the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this VI/arrant Certificate,through the cashless exercise provisions of the WarrantAgreement, to receive shares of Common Stock. If said number or shares is less than allor the shares or Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) and that such Warrant Certificate be delivered to (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) Date: _ (SIGNATURE!) Signature(s) Guaranteed -----------------------------------------The Signature{s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program),pursuant to SEC Rule 17Ad-15. (AOORI!SS) (SOCIALSECURITY OR TAX IDENTIFICAnON NUMBER(&)) PRINTI!D BY: COLUMBIAPRINTING SI!RVICI!B.LLC-WWW.slocklnfonnatlon.com