THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR
SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF
FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL
BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT
BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH
TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED
UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION,
QUALIFICATION OR APPROVAL IS NOT REQUIRED.
WARRANT
For the Purchase of Shares of Common Stock
of
CREATIVE HOST SERVICES, INC.
Void After 5 P.M. December 21, 2003
No. __
Warrant to Purchase Two Hundred Seventy Thousand (270,000)
Shares of Common Stock
THIS IS TO CERTIFY, that, for value received, ▇▇▇▇▇ Correspondent
Services, Inc., or registered assigns (the "Holder"), is entitled, subject to
the terms and conditions hereinafter set forth, on or after the date hereof, and
at any time prior to 5 P.M., Pacific Standard Time ("PST"), on December 21, 2003
but not thereafter, to purchase such number of shares of Common Stock, no par
value ("Common Stock" or the "Shares"), of Creative Host Services, Inc., a
California corporation (the "Company"), from the Company as set forth above and
upon payment to the Company of an amount per Share of $1.48 (the "Purchase
Price"), if and to the extent this Warrant is exercised, in whole or in part,
during the period this Warrant remains in force, subject in all cases to
adjustment as provided in Section 2 hereof, and to receive a certificate or
certificates representing the Shares so purchased, upon presentation and
surrender to the Company of this Warrant, with the form of Subscription
Agreement attached hereto, including changes thereto reasonably requested by the
Company, duly executed and accompanied by payment of the Purchase Price of each
Share.
SECTION 1.
Terms of this Warrant
1.1 Time of Exercise. This Warrant may be exercised at any time and from
time to time after 9:00 A.M., PST, on the date hereof, (the "Exercise
Commencement Date"), but no later than 5:00 P.M., December 21, 2003 (the
"Expiration Time") at which time this Warrant shall become void and all rights
hereunder shall cease.
1.2 Manner of Exercise.
1.2.1 The Holder may exercise this Warrant, in whole or in part,
upon surrender of this Warrant, with the form of Subscription Agreement attached
hereto duly executed, to the Company at its corporate office in San Diego,
California, and upon payment to the Company of the full Purchase Price for each
Share to be purchased in lawful money of the United States, or by certified or
cashier's check, or wired funds, and upon compliance with and subject to the
conditions set forth herein.
1.2.2 Upon receipt of this Warrant with the form of Subscription
Agreement duly executed and accompanied by payment of the aggregate Purchase
Price for the Shares for which this Warrant is then being exercised, the Company
shall cause to be issued certificates for the total number of whole Shares for
which this Warrant is being exercised in such denominations as are required for
delivery to the Holder, and the Company shall thereupon deliver such
certificates to the Holder or its nominee.
1.2.3 In case the Holder shall exercise this Warrant with respect to
less than all of the Shares that may be purchased under this Warrant, the
Company shall execute a new Warrant for the balance of the Shares that may be
purchased upon exercise of this Warrant and deliver such new Warrant to the
Holder.
1.2.4 The Company covenants and agrees that it will pay when due and
payable any and all taxes which may be payable in respect of the issue of this
Warrant, or the issue of any Shares upon the exercise of this Warrant. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issuance or delivery of this Warrant or
of the Shares in a name other than that of the Holder at the time of surrender,
and until the payment of such tax the Company shall not be required to issue
such Shares.
1.3 "Cashless" Net Issue Exercise.
1.3.1 Notwithstanding any provisions herein to the contrary, if the
Current Market Price of one Share is greater than the Purchase Price, in lieu of
exercising this Warrant by payment with cash, certified check, or wired funds,
the Holder may elect to receive that number of Shares (as determined below)
equal to the value of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the corporate office of the Company together with
the duly executed form of Subscription Agreement and notice of such election, in
which event the Company shall issue to the Holder a number of shares of Common
Stock computed using the following formula:
X = (Y (A-B))/A
2
Where X = the number of shares of Common Stock to be issued to the
Holder
Y = the gross number of shares of Common Stock to be purchased
A = the Current Market Price of one Share of the Company's Common
Stock on the day prior to exercise hereunder.
B = Purchase Price.
1.3.2 The Current Market Price shall be determined as follows:
(a) if the security at issue is listed on a national
securities exchange or admitted to unlisted trading privileges on such an
exchange or quoted on either the National Market System or the Small Cap Market
of the automated quotation service operated by Nasdaq, Inc. ("NASDAQ"), the
current value shall be the last reported sale price of that security on such
exchange or system on the day for which the Current Market Price is to be
determined or, if no such sale is made on such day, the average of the highest
closing bid and lowest asked price for such day on such exchange or system; or
(b) if the security at issue is not so listed or quoted or
admitted to unlisted trading privileges and bid and asked prices are not
reported, the current market value shall be determined in good faith and in such
reasonable manner as may be prescribed from time to time by the Board of
Directors of the Company.
1.4 Exchange of Warrant. This Warrant may be divided into, combined with
or exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to divide, combine or exchange
this Warrant, he shall make such request in writing delivered to the Company at
its corporate office and shall surrender this Warrant and any other Warrants to
be so divided, combined or exchanged. The Company shall execute and deliver to
the person entitled thereto a Warrant or Warrants, as the case may be, as so
requested. The Company shall not be required to effect any division, combination
or exchange which will result in the issuance of a Warrant entitling the Holder
to purchase upon exercise a fraction of a Share. The Company may require the
Holder to pay a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any division, combination or exchange of Warrants.
3
1.5 Holder as Owner. Prior to surrender of this Warrant in accordance with
Section 1.6 for registration of assignment, the Company may deem and treat the
Holder as the absolute owner of this Warrant (notwithstanding any notation of
ownership or other writing hereon) for the purpose of any exercise hereof and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.
1.6 Method of Assignment. Any assignment or transfer of any portion or all
of this Warrant shall be made by surrender of this Warrant to the Company at its
principal office with the form of assignment attached hereto duly executed and
accompanied by funds sufficient to pay any transfer tax. In such event, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled.
1.7 Rights of Holder. Nothing contained in this Warrant shall be construed
as conferring upon the Holder the right to vote, consent or receive notice as a
shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. Notwithstanding the foregoing, prior to the
occurrence of any of the following events, if such event occurs at any time
prior to the expiration of this Warrant and prior to its exercise, namely,
(a) any taking by the Company of a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings, in each
case as indicated by the accounting treatment of such dividend or distribution
on the books of the Company, or
(b) any offer by the Company to the holders of its Common Stock of
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor, or
(c) any capital reorganization or reclassification of the Common
Stock, or sale of all or substantially all of the assets of the Company, or
consolidation or merger of the Company with another entity, or
(d) any voluntary or involuntary dissolution, liquidation or winding
up of the Company,
the Company shall cause to be mailed to the Holder, at the earliest practicable
time (and in any event not less than twenty (20) days before any record date or
other date set for definitive action),
4
written notice of the date on which the books of the Company shall close or a
record shall be taken to determine the shareholders entitled to such dividend,
distribution, convertible or exchangeable securities or subscription rights, or
entitled to vote on such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up, as the case may be. Such notice
shall also describe the effect of such action (to the extent such effect may be
known at the date of such notice) on the Purchase Price and the kind and amount
of the Shares and other securities and property deliverable upon exercise of
this Warrant. Such notice shall also specify the date as of which the holders of
the Common Stock of record shall participate in said distribution or
subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be (on which date, in the event of voluntary or
involuntary dissolution, liquidation or winding up of the Company, the right to
exercise this Warrant shall terminate). Without limiting the obligation of the
Company to provide notice to the Holder of actions hereunder, it is agreed that
failure of the Company to give notice shall not invalidate such action of the
Company.
1.8 Lost Certificates. If this Warrant is lost, stolen, mutilated or
destroyed, the Company shall, on such reasonable terms as to indemnity or
otherwise as it may impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and
tenor as, and in substitution for, this Warrant, which shall thereupon become
void. Any such new Warrant shall constitute an additional contractual obligation
of the Company, whether or not the Warrant so lost, stolen, destroyed or
mutilated shall be at any time enforceable by anyone.
1.9 Covenants of the Company. The Company covenants and agrees as follows:
1.9.1 At all times the Company shall reserve and keep available for
the exercise of this Warrant such number of authorized shares of Common Stock as
are sufficient to permit the exercise in full of this Warrant.
1.9.2 Prior to the issuance of any Shares upon exercise of this
Warrant, the Company shall secure the listing of such Shares upon any securities
exchange or automated quotation system upon which the Company's Common Stock is
listed for trading.
1.9.3 The Company covenants that all Shares when issued upon the
exercise of this Warrant will be validly issued, fully paid, non-assessable and
free of preemptive rights.
SECTION 2.
5
Adjustment of Purchase Price
and Number of Shares Purchasable upon Exercise
2.1 Stock Splits. If the Company at any time or from time to time after
the issuance date of this Warrant effects a subdivision of the outstanding
Common Stock, the Purchase Price then in effect immediately before that
subdivision shall be proportionately decreased, and conversely, if the Company
at any time or from time to time after the issuance date of this Warrant
combines the outstanding shares of Common Stock, the Purchase Price then in
effect immediately before the combination shall be proportionately increased.
Any adjustment under this subsection 2.1 shall become effective at the close of
business on the date the subdivision or combination becomes effective.
2.2 Dividends and Distributions. In the event the Company at any time, or
from time to time after the issuance date of this Warrant makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect shall be
decreased as of the time of such issuance or, in the event such a record date is
fixed, as of the close of business on such record date, by multiplying the
Purchase Price then in effect by a fraction (i) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(ii) the denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution; provided, however,
that if such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Purchase Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Purchase Price shall be adjusted pursuant to this subsection
2.2 as of the time of actual payment of such dividends or distributions.
2.3 Recapitalization or Reclassification. If the Shares issuable upon the
exercise of the Warrant are changed into the same or a different number of
shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or a reorganization, merger, consolidation or sale of assets,
provided for elsewhere in this Section 2), then, and in any such event, the
Holder shall thereafter be entitled to receive upon exercise of this Warrant
such number and kind of stock or other securities or property of the Company to
which a holder of Shares deliverable upon exercise of this Warrant would have
been entitled on such
6
reclassification or other change, subject to further adjustment as provided
herein.
2.4 Sale of the Company. If at any time or from time to time there is a
capital reorganization of the Common Stock (other than a recapitalization,
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section 2) or a merger or consolidation of the Company with or
into another Company, or the sale of all or substantially all of the Company's
properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of this Warrant
such number of shares of stock or other securities or property of the Company,
or of the successor Company resulting from such merger or consolidation or sale,
to which a holder of Shares deliverable upon exercise would have been entitled
on such capital reorganization, merger, consolidation, or sale. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Section 2 with respect to the rights of the holders of the Warrants
after the reorganization, merger, consolidation or sale to the end that the
provisions of this Section (including adjustment of the Purchase Price then in
effect and number of shares purchasable upon exercise of the Warrants) shall be
applicable after that event and be as nearly equivalent to the provisions hereof
as may be practicable.
2.5 Observance of Duties. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such action as may be necessary or
appropriate in order to protect the Exercise Rights of the holders of the
Warrants against dilution or other impairment.
SECTION 3.
Registration Under the Securities Act of 1933
3.1 Registration and Legends. This Warrant and the Shares issuable upon
exercise of this Warrant have not been registered under the Securities Act of
1933, as amended ("the Act"). Upon exercise, in whole or in part, of this
Warrant, the certificates representing the Shares shall bear the following
legend:
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933 ("ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION
FROM SUCH
7
REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF
THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID,
AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH
TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE
ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR
(B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT
THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
3.2 Registrable Securities. For purposes of this Agreement, "Registrable
Securities" shall mean the securities issued or issuable upon conversion of the
12% Secured Convertible Notes issued by the Company pursuant to that certain
Private Placement Memorandum dated December 15, 1998 (the "Memorandum") and the
securities issued or issuable upon exercise of the warrants issued by the
Company pursuant to the Memorandum.
3.3 Demand Registration Rights. On one occasion at any time before the
Expiration Date, the Company shall, upon the demand of the holders of a majority
of the Registrable Securities, register such securities and file all necessary
undertakings with the Securities and Exchange Commission (the "SEC") so as to
permit the Holder the right to sell publicly the Shares issued on exercise of
this Warrant. The Company will bear all expenses attendant to registering the
Registrable Securities (subject to Section 3.5(e)).
3.4 Piggyback Registration Rights. In the event that the right to demand
that the Registrable Securities be registered pursuant to Section 3.3 has not
been exercised, the Company agrees to include any Shares issuable upon exercise
of this Warrant in any registration statement filed by the Company at any time
after the Exercise Commencement Date and before the Expiration Date.
3.5 Covenants Regarding Registration. In connection with any registration
under Section 3.3 or 3.4 hereof, the Company covenants and agrees as follows:
(a) The Company shall, within sixty (60) days after receipt of
written demand from the holders of a majority of the Registrable Securities
pursuant to Section 3.3, take all steps necessary to effectuate preparation and
filing with the SEC of the registration statement as required by and in
compliance with the Act. Such registration statement shall be on Form S-3 or
other appropriate form as determined by the Company.
(b) The Company shall keep such registration statement effective for
the lesser of (i) twenty-four (24) months or (ii) the period of time in which
the holders of securities covered by such registration statement have effected
the distribution of their Shares. During such period the Company shall prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus
8
used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) The Company shall notify each holder of Shares covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.
(d) The Company shall furnish to such holders such numbers of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of the Shares owned by them.
(e) The Company shall pay all costs, fees, and expenses in
connection with the registration statements under Section 3.3 and Section 3.4
hereof including, without limitation, the Company's legal and accounting fees,
printing expenses, and blue sky fees and expenses, except that the Company shall
not pay for any of the following costs and expenses: (i) underwriting discounts
and commissions allocable to the Shares, (ii) state transfer taxes, (iii)
brokerage commissions, (iv) fees and expenses of counsel and accountants for the
holders of this Warrant or the Shares.
(f) The Company will take all necessary action which may be required
in qualifying or registering the Shares covered by such registration statement
or post-effective amendment or new registration statement for offering and sale
under the securities laws of such states as are reasonably requested by the
holders of such Shares, provided that the Company shall not be obligated to
execute or file any general consent to service or process or to qualify as a
foreign corporation to do business under the laws of any such jurisdiction.
(g) The Holder shall be entitled to pay the Purchase Price for the
Shares purchasable upon the exercise of this Warrant out of the proceeds of any
sale of the Shares purchasable upon its exercise.
3.6 Indemnity.
3.6.1 The Company shall indemnify and hold harmless each person
registering securities pursuant to this Section (the "Seller") and each
underwriter, within the meaning of the Act, who
9
may purchase from or sell for any Seller any of the Common Stock from and
against any and all losses, claims, damages, and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in any
new registration statement or any supplemented prospectus under the Act included
therein required to be filed or furnished by reason of this Section, or caused
by any omission or alleged omission to state therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged untrue
statement or omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such Seller or underwriter
within the meaning of the Act; provided, however, that the indemnity agreement
set forth in this Section 3.6 with respect to any prospectus which shall be
subsequently amended prior to the written confirmation of sale of any Shares
shall not inure to the benefit of any Seller or underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased such Shares
which are the subject thereof (or to the benefit of any person controlling such
Seller or underwriter), if such Seller or underwriter failed to send or give a
copy of the prospectus as amended to such person at or prior to the written
confirmation of the sale of such Shares and if such amended prospectus did not
contain any untrue statement or alleged untrue statement or omission or alleged
omission giving rise to such cause, claim, damage, or liability.
3.6.2 Each Seller which avails itself of the procedures under this
Section 3 shall indemnify, and secure the agreement of any underwriter which the
Seller employs to indemnify, the Company, its directors, each officer signing
the related post-effective amendment or registration statement and each person,
if any, who controls the Company within the meaning of the Act, from and against
any losses, claims, damages, and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any post-effective
amendment or registration statement or any prospectus required to be filed or
furnished by reason of this Section 3 or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, insofar as such losses,
claims, damages, or liabilities are caused by any untrue statement or alleged
untrue statement or omission or alleged omission based upon information
furnished in writing to the Company by any such Seller or underwriter expressly
for use therein.
3.7 Survival of Obligations. The agreements in this Section 3 shall
continue in effect regardless of the exercise and surrender of this Warrant.
10
SECTION 4.
Other Matters
4.1 Binding Effect. All the covenants and provisions of this Warrant by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
4.2 Notices. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
or facsimile and addressed, until another address is designated in writing by
the Company, as follows:
Creative Host Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇-▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at his last known
address as it shall appear on the books of the Company.
4.3 Governing Law. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of Colorado.
4.4 Parties Bound and Benefitted. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under any promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, its successors and
permitted assigns.
4.5 Headings. The Section headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company as
of December 21, 1998.
CREATIVE HOST SERVICES, INC.
By:
------------------------------------
▇▇▇▇▇ ▇▇▇, President
11
CREATIVE HOST SERVICES, INC.
Assignment of Warrant
FOR VALUE RECEIVED, _______________________ hereby sells, assigns and
transfers unto _____________________________ the within Warrant and the rights
represented thereby, and does hereby irrevocably constitute and appoint
_______________________________ Attorney, to transfer said Warrant on the books
of the Company, with full power of substitution.
Dated: _________________________
Signed: ____________________________________
Signature guaranteed:
________________________________
CREATIVE HOST SERVICES, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Subscription Agreement for the Exercise of Warrants
The undersigned hereby irrevocably subscribes for the purchase of
_____________ Shares pursuant to and in accordance with the terms and conditions
of this Warrant, which Shares should be delivered to the undersigned at the
address stated below. If said number of Shares are not all of the Shares
purchasable hereunder, a new Warrant of like tenor for the balance of the
remaining Shares purchasable hereunder should be delivered to the undersigned at
the address stated below.
The undersigned elects to pay the aggregate Purchase Price for such Shares
in the following manner:
|_| by the enclosed cash or check made payable to the Company in
the amount of $________;
|_| by wire transfer of United States funds to the account of the
Company in the amount of $____________, which transfer has
been made before or simultaneously with the delivery of this
Notice pursuant to the instructions of the Company; or
|_| by cashless exercise pursuant to Section 1.3 of the Warrant.
12
The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any Shares unless either (a) a registration
statement, or post-effective amendment thereto, covering the Shares has been
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"), such sale, transfer or other disposition is
accompanied by a prospectus meeting the requirements of Section 10 of the Act
forming a part of such registration statement, or post-effective amendment
thereto, which is in effect under the Act covering the Shares to be so sold,
transferred or otherwise disposed of, and all applicable state securities laws
have been complied with, or (b) counsel reasonably satisfactory to Creative Host
Services, Inc. has rendered an opinion in writing and addressed to Creative Host
Services, Inc. that such proposed offer, sale, transfer or other disposition of
the Shares is exempt from the provisions of Section 5 of the Act in view of the
circumstances of such proposed offer, sale, transfer or other disposition; (2)
Creative Host Services, Inc. may notify the transfer agent for the Shares that
the certificates for the Shares acquired by the undersigned are not to be
transferred unless the transfer agent receives advice from Creative Host
Services, Inc. that one or both of the conditions referred to in (1)(a) and
(1)(b) above have been satisfied; and (3) Creative Host Services, Inc. may affix
the legend set forth in Section 3.1 of this Warrant to the certificates for the
Shares hereby subscribed for, if such legend is applicable.
Dated: _____________________________ Signed: ________________________________
Signature guaranteed: Address: _______________________________
________________________________________
____________________________________