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EXHIBIT 10.7
AMENDED AND RESTATED WARRANT AGREEMENT
This AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement") dated as of
October 7, 1997, is by and between (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Stockholders"), each a
stockholder of RICHMONT MARKETING SPECIALISTS INC., a Delaware corporation (the
"Company"), and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as the Warrant Holder (the "Holder").
The Company is a party to this Agreement for the limited purposes set forth
herein.
WHEREAS, the Stockholders and Marketing Specialists Sales Company, a Texas
corporation ("MSSC"), previously entered into that certain Warrant Agreement
dated as of April 2, 1996, as amended by that certain Amendment No. 1 to Warrant
Agreement dated as of November 7, 1996 (as amended, the "MSSC Warrant
Agreement"), pursuant to which the Stockholders issued and delivered to Holder a
warrant certificate (the "MSSC Warrant Certificate") evidencing warrants to
purchase up to 4,090 shares of the common stock, par value $.01 per share, of
MSSC (the "MSSC Common") from the Stockholders on the terms and conditions set
forth in the MSSC Warrant Agreement; and
WHEREAS, pursuant to the terms of that certain Equity Contribution
Agreement of even date herewith (the "Contribution Agreement"), among the
Company, MSSC, the Stockholders and MS Acquisition Limited, a Texas limited
partnership and majority stockholder of MSSC ("Acquisition"), the Stockholders
and Acquisition agreed to exchange their shares of MSSC Common for a like number
of shares of common stock, par value $.01 per share, of the Company (the "Common
Stock"); and
WHEREAS, the Stockholders and the Holder desire to amend and restate the
MSSC Warrant Agreement in its entirety to provide for the issuance and delivery
of a warrant certificate (the "Warrant Certificate") evidencing warrants (the
"Warrants") to purchase up to 4,090 shares of the Company's Common Stock from
the Stockholders, on the pro rata basis set forth on Exhibit A hereto, pursuant
to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrants and the Warrant Certificate and the respective rights and
obligations thereunder of the Stockholders and the Holder, the parties hereto
agree as follows:
SECTION 1. Definitions. As used herein, the following terms shall have the
following meanings, unless the context shall otherwise require:
(a) "Business Day" shall mean a day which is not a Saturday, Sunday
or a day on which banking institutions are legally authorized to close in
Dallas, Texas.
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(b) "Company and Stockholders Agreement" shall mean that certain
Company and Stockholders Agreement of even date herewith, by and among
Acquisition, the Company and each of the Stockholders, attached hereto as
Exhibit B.
(c) "Corporate Office" shall mean the office of the Company (or its
successor), which office is located as of the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
(d) "Effective Date" shall mean the date first set forth above.
(e) "Exercise Date" shall mean, as to any Warrant, the date on which
the Warrant is duly exercised pursuant to Section 4.
(f) "Exercise Period" shall mean the time period commencing on the
date hereof and ending on May 31, 2002 at 5:00 p.m. Dallas time (or if such date
falls on a day that is not a Business Day, then the next succeeding Business
Day).
(g) "Exercise Price" shall mean $399.62.
(h) "Person" shall mean any individual or any corporation,
partnership (general or limited), joint stock company, business trust, limited
liability company or any other type of entity, organization or association.
(i) "Securities Act" shall mean the Securities Act of 1933, as
amended.
Capitalized terms used herein, but not otherwise defined in this
Section 1, shall have the meanings ascribed to them throughout this Agreement.
SECTION 2. Warrants and Issuance of Warrant Certificate.
(a) Each Warrant shall entitle the Holder to purchase from the
Stockholders one share of Common Stock in accordance with the terms hereof and
subject to adjustment as provided herein.
(b) Simultaneously with his execution and delivery of this
Agreement, the Holder shall surrender the MSSC Warrant Certificate to the
Stockholders for cancellation, and the Warrant Certificate representing 4,090
Warrants shall be executed by each of the Stockholders and delivered to the
Holder.
SECTION 3. Form and Execution of Warrant Certificates.
(a) The Warrant Certificate shall be substantially in the form
annexed hereto as Exhibit C (the provisions of which are hereby incorporated
herein) and may have such letters, numbers or other marks of identification or
designation and such legends, summaries or endorsements printed, lithographed or
engraved thereon as the Stockholders may deem appropriate and as are not
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inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto.
Warrants shall be numbered serially with the prefix W.
(b) The Warrant Certificate shall be executed by each Stockholder.
SECTION 4. Exercise.
(a) Each Warrant shall entitle the Holder, subject to the provisions
of this Agreement, to purchase one share of Common Stock (subject to adjustment
pursuant to Section 7 below) at the Exercise Price if the Warrant is exercised
during the Exercise Period. After the lapse of the Exercise Period, the Warrants
shall no longer be exercisable.
(b) The Holder may exercise all or any whole portion of such
Warrants during the Exercise Period by:
i. presenting and surrendering to the Stockholders the Warrant
Certificate representing all or any whole portion of the
Warrants desired to be exercised;
ii. duly executing and delivering the subscription form on the
reverse side of the Warrant Certificate (the "Subscription
Form"), indicating the number of Warrants being exercised and
the number of shares of Common Stock being purchased upon
exercise; and
iii. paying in full the Exercise Price for each Warrant being
exercised by wire transfer in immediately available funds to
each Stockholder in accordance with his pro rata percentage as
set forth on Exhibit A.
A Warrant will be deemed to have been exercised on the date that the
Stockholders receive the Warrant Certificate, Subscription Form and payment in
full (in the manner set forth above) of the Exercise Price of the Warrants being
exercised.
(c) Within three business days after a Warrant has been duly
exercised by the Holder, the Stockholders shall transfer their respective shares
of Common Stock, or other property as provided for herein, to the Holder (on the
pro rata basis set forth on Exhibit A hereto, rounded to the nearest whole
share), and the Company shall issue a certificate to the Holder (and reissue new
certificates to each Stockholder, after deducting the proportionate number of
shares transferred by such Stockholder following exercise of the Warrants) for
the total number of shares of Common Stock for which the Warrants were duly
exercised, and the Holder shall be deemed to be the holder of record of such
shares of Common Stock on the Exercise Date, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder.
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(d) If less than all of the Warrants represented by a Warrant
Certificate are exercised, the Stockholders shall issue a new Warrant
Certificate for the remaining number of Warrants.
(e) In the event that any Stockholder holds Common Stock that has
been registered for public sale by such Stockholder under the Securities Act,
the Holder shall be entitled (upon exercise of the Warrants under the terms
hereof and without acceleration of the Exercise Period) to receive from such
Stockholder the number of shares of Common Stock provided for hereunder, split
between registered and non-registered shares of Common Stock in proportion to
the number of such registered and non-registered shares of Common Stock held by
such Stockholder; provided, that the number of shares of registered Common Stock
to be delivered shall be rounded down to the nearest whole share. In the event
that the Holder exercises less than all of the Warrants, the Holder may
designate in a transmittal letter all or any whole portion of Warrants being
exercised hereunder as pertaining first to registered shares to which Holder is
otherwise entitled pursuant to this subsection; provided, that such designation
and the resulting exercise shall directly reduce the number of registered shares
available through future exercise of Warrants. (For example, if 20% of the
shares held by a Stockholder have been registered for public sale by such
Stockholder under the Securities Act, then 20% of the shares deliverable by such
Stockholder upon exercise of all of the Warrants (rounded down to the nearest
whole share) shall be such registered shares. Notwithstanding the foregoing, the
Holder shall be entitled, in such case, to receive only registered shares (if he
so designates) upon the exercise of up to 20% of the Warrants; if the Holder
were to exercise 20% of the Warrants and designate that such exercise be in
exchange for registered shares, then all future exercises of Warrants would
entitle the Holder to receive only unregistered shares, unless additional shares
are registered for public sale by such Stockholder.)
(f) Notwithstanding anything to the contrary in this Agreement, the
Stockholders may sell all or any of the shares of Common Stock owned by them at
any time, provided that the proceeds of such sales are made available to the
Holder in accordance with the following provisions. If a Stockholder sells a
portion of his shares of Common Stock after the date hereof, the Holder shall be
entitled (upon exercise of the Warrants under the terms hereof and without
acceleration of the Exercise Period) to receive from such Stockholder shares of
Common Stock as otherwise provided hereunder and Stockholder's Per Share
Proceeds, split in proportion to the number of shares of Common Stock held by
such Stockholder following such sale and the number of shares of Common Stock
sold by such Stockholder with respect to such sale and additional sales
occurring after the date hereof; provided, that the number of shares of Common
Stock to be delivered shall be rounded up to the nearest whole share and the
Stockholder's Per Share Proceeds to be delivered shall reflect (to the extent
reasonably practicable) the mix of Stockholder's Per Share Proceeds received by
such Stockholder in connection with all sales occurring after the date hereof.
In the event that the Holder exercises less than all of the Warrants, the Holder
may designate in a transmittal letter all or any whole portion of Warrants being
exercised hereunder as pertaining first to Stockholder's Per Share Proceeds to
which Holder is otherwise entitled pursuant to this subsection; provided, that
such designation and the resulting exercise shall directly reduce the amount of
Stockholder's Per Share Proceeds available through future exercise of Warrants.
The "Stockholder's Per Share Proceeds" means the total tangible consideration
(i.e., cash, securities and/or other property) received by such
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Stockholder as proceeds from a sale of Common Stock after the date hereof
(without reduction for any encumbrance or lien on such shares), divided by the
total number of shares of Common Stock so sold. (For example, if 20% of the
shares held by a Stockholder are sold after the date hereof, then 20% of the
consideration deliverable by such Stockholder upon exercise of all the Warrants
shall be Stockholder's Per Share Proceeds. Notwithstanding the foregoing, Holder
shall be entitled, in such case, to receive only Stockholder's Per Share
Proceeds (if he so designates) upon the exercise up to of 20% of the Warrants;
if Holder were to exercise 20% of the Warrants and designate that such exercise
be in exchange for Stockholder's Per Share Proceeds, then all future exercises
of Warrants would entitle the Holder to receive only shares of Common Stock,
unless such Stockholder sells further shares of Common Stock.)
SECTION 5. Registration
(a) The Company shall register all transactions in connection with
this Warrant Agreement in its books and records.
(b) With respect to the Warrant Certificate being presented for
registration or exercise, the Subscription Form shall be duly endorsed, or be
accompanied by a written instrument or instruments, in a form satisfactory to
the Stockholders, duly executed by the Holder or his attorney-in-fact duly
authorized in writing.
SECTION 6. Loss or Mutilation. Upon receipt by the Stockholders of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of the Warrant Certificate and (in case of such loss, theft or
destruction) of indemnity reasonably satisfactory to the Stockholders, and (in
the case of mutilation) upon surrender and cancellation of the mutilated Warrant
Certificate, each of the Stockholders shall execute and deliver to the Holder a
new Warrant Certificate of like tenor representing an equal aggregate number of
Warrants. In such case, the Holder shall pay all reasonable expenses associated
with the issuance of a new Warrant Certificate.
SECTION 7. Adjustments to Shares of Common Stock Purchasable. The number
of shares of Common Stock purchasable upon exercise of a Warrant shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Section 7.
7.1 Mechanical Adjustments.
(a) If at any time prior to the termination of this Agreement
pursuant to Section 18 the Company shall (i) pay a dividend or make a
distribution on the Common Stock in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, or (iii)
combine its outstanding shares of Common Stock into a smaller number of shares,
then immediately after the occurrence of such event the number of shares of
Common Stock for which a Warrant is exercisable shall be adjusted to equal the
number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which a Warrant is exercisable immediately prior to
the occurrence of such event would own or be entitled to receive after the
happening of such event.
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(b) In the event of a (i) recapitalization or reclassification of
shares of Common Stock (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 a subdivision
or combination of the Common Stock), (ii) consolidation or merger of the Company
with or into another person or any merger of another person into the Company
(other than a merger that does not result in a reclassification, conversion,
exchange or cancellation of Common Stock), (iii) sale or transfer of all or
substantially all of the assets of the Company (other than a sale-leaseback,
farm-out, collateral assignment, mortgage or other similar financing
transaction), or (iv) compulsory share exchange, pursuant to any of which
holders of Common Stock shall be entitled to receive other securities, cash or
other property, then there shall be no adjustment in the Exercise Price but
appropriate provision shall be made so that the Holder shall have the right
thereafter, upon exercise of the Warrant, to receive the kind and amount of the
securities, cash or other property that are received by the Stockholders, per
share of Common Stock, upon such recapitalization, reclassification,
consolidation, merger, sale, transfer, or share exchange with respect to the
number of shares of Common Stock issuable upon exercise of the Warrant
immediately prior to such recapitalization, reclassification, consolidation,
merger, sale, transfer or share exchange.
7.2 Notices of Adjustment and Other Actions. Whenever the number of
shares of Common Stock is adjusted as herein provided, the Stockholders shall
promptly mail or cause to be mailed to the Holder a notice setting forth the
adjusted number of shares purchasable upon the exercise of this Warrant, setting
forth in reasonable detail the facts requiring such adjustment and the
calculation on which adjustment is based, which notice shall be conclusive
evidence of the correctness of such adjustment. The Stockholders shall give the
Holder notice by mail as soon as practicable upon the commitment by the Company
or any Stockholder to any action with respect to the Company's Common Stock that
would give rise to the operation of Section 4(e) or Section 4(f) hereof, or that
is described in Section 7.1(b) hereof.
7.3 No Adjustment for Cash Dividends. No adjustment in respect of
any cash dividends shall be made during the term of this Agreement or upon the
exercise of the Warrants.
7.4 Form of Warrants After Adjustment. The form of the Warrants need
not be changed because of any adjustments in the number or kind of the shares of
Common Stock, and Warrants theretofore or thereafter issued may continue to
express the same number and kind of shares as are stated in this Warrant
Agreement.
SECTION 8. Transfer. The Holder may transfer the Warrants solely in
accordance with the terms and conditions of Section 2(d) of the Company and
Stockholders Agreement as if Holder were a Management Stockholder thereunder.
Any other transfer shall be null and void.
SECTION 9. Obligations. The Holder, upon the exercise of any or all of the
Warrants in accordance with Section 4 hereof, shall become immediately subject
to all of the restrictions and obligations of a Management Stockholder under the
terms of the Company and Stockholders Agreement as it may be amended from time
to time (including, without limitation, the obligations of
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a Management Stockholder under Sections 2(a), 2(e), 5, 7, 8, 9, 10 and 14),
without receiving the benefit of the rights of a Management Stockholder under
Sections 2(a), 4, 6 or 7 thereof, and the Holder agrees to execute a signature
page to the Company and Stockholders Agreement as soon as practicable after
exercising any Warrant. Notwithstanding the foregoing or any other provision in
this Agreement or the Company and Stockholders Agreement seemingly to the
contrary, (i) as among Holder and the Management Stockholders, any
indemnification obligations of Holder pursuant to Section 14 of the Company and
Stockholders Agreement shall be several, and not joint and several, and (ii) in
the event that the Warrants being exercised hereunder are designated by Holder
as pertaining only to Stockholder's Per Share Proceeds to which the Holder is
then entitled pursuant to Section 4(f) hereof, then Holder shall not be subject
to the restrictions and obligations of a Management Stockholder under the terms
of the Company and Stockholders Agreement and shall not be required to execute a
signature page to the Company and Stockholders Agreement with respect to such
Warrants.
SECTION 10. Holder Not Deemed Stockholder. The Holder shall not be
entitled to vote or to receive dividends or be deemed the holder of Common Stock
that may at any time be issuable upon exercise of such Warrants for any purpose
whatsoever, nor shall anything contained herein be construed to confer upon the
Holder any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issue or reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger or
conveyance or otherwise), or to receive notice of meetings, or to receive
dividends or subscription rights.
SECTION 11. Rights of Action. All rights of action with respect to this
Agreement are vested in the Holder, who may, in his own behalf and for his own
benefit, enforce against the Stockholders his right to exercise the Warrants for
the purchase of shares of Common Stock in the manner provided in the Warrant
Certificate and this Agreement.
SECTION 12. Cancellation of Warrant Certificates. If the Stockholders or
the Company shall purchase or acquire any Warrant or Warrants, the Warrant
Certificate or Warrant Certificates evidencing the same shall thereupon be
delivered to the Stockholders or the Company, as the case may be, and canceled
and retired.
SECTION 13. Representations and Warranties.
13.1. Sophisticated Investor. Holder represents and warrants that he
is a sophisticated investor and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its
investment in the Warrants and the underlying Common Stock. Holder has had the
opportunity to obtain from the Company and the Stockholders any and all
information, to the extent possessed by the Company and the Stockholders or
obtainable with reasonable effort by the Company and the Stockholders, necessary
to evaluate the merits and risks of an investment in the Warrants and the
underlying Common Stock and has concluded, based
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on such information and other information previously known to Holder, to invest
in the Warrants and the underlying Common Stock pursuant to the terms of this
Warrant Agreement.
13.2. Absence of Market. Holder acknowledges that the Warrants and
the underlying Common Stock lack liquidity as compared with other securities
investments since there is not, and there is not expected to be in the
foreseeable future, any market for the Warrants or the underlying Common Stock.
Holder acknowledges that he must bear the economic risk of his investment in the
Warrants and the Common Stock (if the Warrant is duly exercised) for an
indefinite period of time since neither have been registered under the
Securities Act and therefore cannot be sold unless they are subsequently
registered or an exemption from registration is available.
13.3. Investment Purposes. Holder hereby represents and warrants
that he is acquiring the Warrant and the underlying Common Stock for investment
purposes only, for his own account, and not as nominee or agent for any other
person or entity, and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act. Holder has no
agreement or other arrangement with any person or entity to sell, transfer or
pledge any part of the underlying Common Stock once the Warrant is duly
exercised and has no plans to enter into any such agreement or arrangement
(except as permitted by Section 8).
13.4. Restricted Security. Holder acknowledges that the Stockholders
are transferring the Warrants to Holder without registration under the
Securities Act and that the underlying Common Stock is not registered under the
Securities Act. Holder further acknowledges that representatives of the Company
and the Stockholders have advised Holder that no state or federal agency or
instrumentality has made any finding or determination as to the investment in
the Warrants or the underlying Common Stock, nor has any state or federal agency
or instrumentality made any recommendation with respect to any purchase or
investment in the Warrants or the underlying Common Stock.
13.5. Capitalization. The Stockholders represent and warrant that
the authorized capital stock of the Company consists of 1,000,000 shares of
Common Stock, of which, as of the Effective Date, 137,635 shares are issued and
outstanding.
13.6. Ownership of Common Stock. Each Stockholder hereby severally
(and not jointly) represents and warrants that, on the date hereof, he owns of
record and beneficially the number of shares set forth opposite such
Stockholder's name on Exhibit A hereto.
13.7 Authority. Each of the parties hereby severally (and not
jointly) represents and warrants that, on the date hereof, he or it has all
requisite right, power and authority (corporate authority in the case of the
Company) and has full legal capacity and is competent to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereby.
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SECTION 14. Amendment and Restatement; Entire Agreement; Sole Warrant
Agreement; Modification of Agreement. This Agreement constitutes an amendment
and restatement in its entirety of the MSSC Warrant Agreement, and, upon
execution and delivery of this Agreement by the parties hereto, the MSSC Warrant
Agreement shall terminate and the parties thereto shall cease to have any rights
and obligations thereunder. This Agreement and the Warrant Certificate embody
the complete agreement and understanding among the parties regarding the subject
matter hereof and supersede and preempt any prior understandings, agreements or
representations regarding the subject matter hereof among the parties including,
without limitation, the MSSC Warrant Agreement and the MSSC Warrant Certificate.
Upon execution and delivery of this Agreement and the Warrant Certificate, this
Agreement and the Warrant Certificate shall constitute the sole Warrant
Agreement and Warrant Certificate, respectively, among the parties hereto. This
Agreement shall not be modified, supplemented, altered or amended in any respect
except with the consent in writing of each of the Stockholders, the Company and
the Holder.
SECTION 15. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class mail, postage prepaid as follows:
if to the Holder:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Corporate Finance Advisers, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and a copy to: Morea & ▇▇▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
if to the Stockholders
or the Company:
Richmont Marketing Specialists Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
and a copy to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
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SECTION 16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 17. Binding Effect. This Warrant Agreement shall be binding upon
and inure to the benefit of the Holder (including respective successors and
assigns of the Holder as permitted by Section 8) and the Stockholders (including
respective successors and assigns of the Stockholders). Nothing in this Warrant
Agreement is intended or shall be construed to confer upon any other person any
right, remedy or claim, in equity or at law, or to impose upon any other person
any duty, liability or obligation.
SECTION 18. Termination. This Warrant Agreement shall terminate at the
earlier of (i) the date on which all Warrants have been exercised, or (ii) the
lapse of the Exercise Period.
SECTION 19. Counterparts. This Warrant Agreement may be executed in
several counterparts, which taken together shall constitute a single document.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement
to be duly executed as of the date first above written.
RICHMONT MARKETING SPECIALISTS INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President and Chief Executive Officer
THE HOLDER
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------- -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
THE STOCKHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- -------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ P. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------- -------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ P. ▇▇▇▇▇ ▇▇▇▇▇▇
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EXHIBIT A
Management Stockholder Shares Subject to Warrants Pro Rata Percentage Purchase Price
---------------------- -------------------------- ------------------- --------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,920 47% $ 767,270.40
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,250 31% $ 499,525.00
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 460 11% $ 183,825.20
▇▇▇▇ ▇. ▇▇▇▇▇▇ 460 11% $ 183,825.20
----------------------------------------------------------------
Totals 4,090 100% $1,634,445.80
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EXHIBIT C
[FORM OF FACE OF WARRANT CERTIFICATE]
No. W-1 4,090 Warrants
RICHMONT MARKETING SPECIALISTS INC.
WARRANT CERTIFICATE
This Warrant Certificate certifies that FOR VALUE RECEIVED ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ (the "Holder") is the holder of the number of Richmont Marketing
Specialists Inc. (the "Company") warrants ("Warrants") specified above. Each
Warrant entitles the Holder, but only subject to the terms and conditions set
forth herein and in the Warrant Agreement referred to below, to purchase from
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇
(collectively, the "Stockholders") one share of Common Stock, par value $0.01
per share (the "Common Stock") of the Company during the Exercise Period (as
defined herein), upon the presentation and surrender of this Warrant Certificate
with the Subscription Form on the reverse hereof duly executed, at the Corporate
Office of the Company, or such other address as the Company may specify in
writing to the Holder, accompanied by payment of $399.62 per Warrant (the
"Exercise Price") in lawful money of the United States of America by wire
transfer in immediately available funds to each of the Stockholders in
accordance with their pro rata share. Each Warrant shall be exercisable at the
Exercise Price during the Exercise Period. After the lapse of the Exercise
Period, the Warrants shall no longer be exercisable.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Amended and Restated Warrant Agreement by and between the
Stockholders and the Holder (and for the limited purposes set forth therein, the
Company) dated October 7, 1997 (the "Warrant Agreement").
The term "Exercise Period" shall mean the time period commencing on the
date hereof and ending on May 31, 2002 at 5:00 p.m. Dallas time (or if such date
falls on a day that is not a Business Day, then the next succeeding Business
Day).
Capitalized terms used herein, but not otherwise defined, shall have the
meanings ascribed to them in the Warrant Agreement.
14
In the event of certain contingencies provided in the Warrant Agreement,
the number of shares of Common Stock subject to purchase upon the exercise of
each Warrant represented hereby is subject to modification or adjustment.
In the case of the exercise of less than all of the Warrants represented
hereby, this Warrant Certificate shall be canceled and a new Warrant Certificate
of like tenor shall be delivered by the Stockholders to the Holder for the
balance of such Warrants.
Prior to the exercise of any Warrant represented hereby, the Holder shall
not be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.
This Warrant Certificate is not valid unless signed by each of the
Stockholders (and, in certain indicated cases, their spouses).
[Signature page follows.]
15
IN WITNESS WHEREOF, the Stockholders have caused this Warrant Certificate
to be duly executed.
Dated: October 7, 1997
THE HOLDER SPOUSE
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THE STOCKHOLDERS
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▇▇▇▇ ▇. ▇▇▇▇▇▇ P. ▇▇▇▇▇ ▇▇▇▇▇▇
16
[FORM OF REVERSE OF WARRANT CERTIFICATE]
SUBSCRIPTION FORM
To Be Executed by the Holder
in Order to Exercise Warrants
The Undersigned Holder hereby irrevocably elects to exercise a total of
_____________ Warrants represented by this Warrant Certificate, and to purchase
the securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities be transferred in the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
_______________________________________
_______________________________________
_______________________________________
_______________________________________
[please print or type name and address]
and be delivered to
_______________________________________
_______________________________________
_______________________________________
_______________________________________
[please print or type name and address]
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be issued in the name of, and delivered to, the Holder at the address
stated below.
Dated: _______________ _________________________________________
_________________________________________
_________________________________________
Address
_________________________________________
Taxpayer Identification Number
_________________________________________
Signature Guaranteed