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EXHIBIT 10.2
WARRANT
THE TRANSFER, SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES
PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 1999 BY AND BETWEEN LPA HOLDING
CORP., A DELAWARE CORPORATION ("ISSUER") AND LPA INVESTMENT LLC, A DELAWARE
LIMITED LIABILITY COMPANY AND THE STOCKHOLDERS' AGREEMENT DATED AS OF MAY 11,
1998, AMONG THE ISSUER, THE HOLDER, AND THE OTHER SIGNATORIES THERETO, AS SUCH
AGREEMENTS MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND
NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR
EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF EACH SUCH
AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF
THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,
AGREES TO BE BOUND BY THE PROVISIONS OF SUCH AGREEMENTS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, SUCH SECURITIES MAY
NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION
PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
No. of Shares of Warrant No. W-2
Class A Common Stock: 22,051
December 15, 1999
WARRANT
TO PURCHASE CLASS A COMMON STOCK OF
LPA HOLDING CORP.
THIS IS TO CERTIFY THAT LPA Investment LLC, or its registered assigns,
is entitled to purchase in whole or in part from time to time from LPA Holding
Corp., a Delaware corporation (the "Issuer"), at any time on and after the
Effective Date (as hereinafter defined), but not later than 5:00 p.m., New York
time, on May 11, 2008 (the "Expiration Date"), 22,051 shares of Class A Common
Stock (as hereinafter defined) at a purchase price of $0.01 per share (the
"Exercise Price"), subject to the terms and conditions provided herein and in
the Purchase Agreement (as hereinafter defined). The number of shares of Class A
Common Stock for which
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this Warrant shall be exercisable and the Exercise Price are subject to
adjustment from time to time as provided herein.
This Warrant is issued pursuant to the Securities Purchase Agreement
dated as of December 15, 1999 (as modified and supplemented and in effect from
time to time, the "Purchase Agreement") between the Issuer and LPA Investment
LLC.
Certain Definitions.
Each capitalized term used herein without definition shall have the
meaning assigned thereto (or incorporated by reference) in the Purchase
Agreement and in the Exhibits thereto.
As used herein, the following terms shall have the following meanings
(all terms defined in this Section 1 or in other provisions of this Warrant
in the singular to have the same meanings when used in the plural and vice
versa):
"Affiliate" means, with respect to any specified Person, any other
Person that, directly or indirectly, controls, is under common control with, or
is owned or controlled by, such specified Person. For purposes of this
definition,
"control" means, with respect to any specified Person, the power
to direct the management or policies of the specified Person through
the ownership of voting securities, by contract, voting agreement or
otherwise, and
the terms "controlling", "control with" and "controlled by", etc.
shall have meanings correlative to the foregoing.
"Appraisal Procedure", if applicable, shall mean the following
procedure to determine the fair market value, as to any security, for purposes
of the definition of "Current Market Price" or the fair market value, as to any
other property (in either case, the "valuation amount"). The valuation amount
shall be determined in good faith jointly by the Board and the Majority Holders;
provided, however, that if such parties are not able to agree on the valuation
amount within a reasonable period of time (not to exceed twenty (20) days) the
valuation amount shall be determined by an investment banking firm of national
recognition, which firm shall be reasonably acceptable to the Board and the
Majority Holders. If the Board and the Majority Holders are unable to agree upon
an acceptable investment banking firm within ten (10) days after the date either
party proposed that one be selected, the investment banking firm will be
selected by an arbitrator located in New York City, New York, selected by the
American Arbitration Association (or if such organization ceases to exist, the
arbitrator shall be chosen by a court of competent jurisdiction). The arbitrator
shall select the investment banking firm (within ten (10) days of his
appointment) from a list, jointly prepared by the Board and the Majority
Holders, of not more than six investment banking firms of national standing in
the United States, of which no more than three may be named by the Board and no
more than three may be named by the Majority Holders. The arbitrator may
consider, within the ten-day period allotted, arguments from the parties
regarding which investment banking firm to choose, but the selection by the
arbitrator shall be made in its sole discretion from the list of six. The Board
and the Majority
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Holders shall submit to the investment banking firm their respective
determinations of the valuation amount, and any supporting arguments and other
data as they may desire, within ten (10) days of the appointment of the
investment banking firm, and the investment banking firm shall as soon as
practicable thereafter make its own determination of the valuation amount. The
final valuation amount for purposes hereof shall be the average of the two
valuation amounts closest together, as determined by the investment banking
firm, from among the valuation amounts submitted by the Issuer and the Majority
Holders and the valuation amount calculated by the investment banking firm. The
determination of the final valuation amount by such investment banking firm
shall be final and binding upon the parties. The party that submits the
valuation amount that is not used by the investment banking firm to calculate
the final valuation amount shall pay the fees and expenses of the investment
banking firm and arbitrator (if any) used to determine the valuation amount. If
required by any such investment banking firm or arbitrator, the Issuer shall
execute a retainer and engagement letter containing reasonable terms and
conditions, including, without limitation, customary provisions concerning the
rights of indemnification and contribution by the Issuer in favor of such
investment banking firm or arbitrator and its officers, directors, partners,
employees, agents and Affiliates.
"Board" shall mean the Board of Directors of the Issuer.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which commercial banks are authorized or required to close in New York
City, New York or Kansas City, Kansas.
"Class A Common Stock" shall mean the Issuer's Class A Common Stock,
$.01 par value per share.
"Class B Common Stock" shall mean the Issuer's Class A Common Stock,
$.01 par value per share.
"Common Stock" shall mean the Class A Common Stock and the Class B Common
Stock.
"Current Market Price" shall mean, as to any security, the average of
the closing prices of such security's sales on all domestic securities exchanges
on which such security may at the time be listed, or, if there have been no
sales on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York City time, on such
day, or, if on any day such security is not quoted in the NASDAQ System, the
average of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar or successor organization (and in each such case
(i) averaged over a period of 21 days consisting of the day immediately
preceding the day as of which "Current Market Price" is being determined and the
20 consecutive Business Days prior to such immediately preceding day and (ii)
excluding any trades that are not bona fide, arm's length transactions). If at
any time such security is not listed on any domestic securities exchange or
quoted in the NASDAQ System or the domestic over-the-counter market, the
"Current Market Price" of such security shall be the fair market value thereof
as determined in accordance with the
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Appraisal Procedure, using an appropriate valuation method, assuming an
arms-length sale to an independent party. In determining the fair market value
of any class or series of Common Stock, a sale of all of the issued and
outstanding Common Stock of the Issuer will be assumed, without giving regard to
the lack of liquidity of such stock due to any restrictions (contractual or
otherwise) applicable thereto or any discount for minority interests and
assuming the conversion or exchange of all securities then outstanding that are
convertible into or exchangeable for Common Stock and the exercise of all rights
and warrants (including the Warrants) then outstanding and exercisable to
purchase shares of such stock or securities convertible into or exchangeable for
shares of such stock; provided, however that such assumption will not include
those securities, rights and warrants convertible into Common Stock where the
conversion, exchange or exercise price per share is greater than the fair market
value; provided, further, however, that fair market value shall be determined
with regard to the relative priority of each class or series of Common Stock (if
more than one class or series exists.)
"Effective Date" shall mean the date set forth on the first page of
this Warrant.
"Exercise Notice" shall have the meaning assigned to such term in
Section 2(a)(i) hereof.
"Exercise Price" shall have the meaning assigned to such term in the
first paragraph of this Warrant.
"Expiration Date" shall have the meaning assigned to such term in the
first paragraph of this Warrant.
"Holder" shall mean the registered holder of this Warrant.
"include" and "including" shall be construed as if followed by the
phrase ", without being limited to,".
"Issuer" shall have the meaning assigned to such term in the first
paragraph of this Warrant.
"Majority Holders" shall mean those Warrant Holders holding Warrants
representing the right to purchase a majority of the Warrant Stock issuable upon
exercise of all Warrants then issued and outstanding and held by all Warrant
Holders; provided, further, that for purposes of determining the Put Price and
for purposes of the Appraisal Procedure referred to in Section 6, "Majority
Holders" shall mean those Warrant Holders holding (or having the right to
receive) Warrant Stock representing a majority of the total amount of Warrant
Stock.
"NASDAQ System" shall mean the National Association of Securities
Dealers Automated Quotation System.
"Person" shall be construed broadly and shall include any natural
person, company, partnership, joint venture, corporation, limited liability
company, business trust, unincorporated organization or Governmental Authority.
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"Purchase Agreement" shall have the meaning assigned to such term in
the second paragraph of this Warrant.
"Put Price" shall mean the aggregate of the Current Market Prices for
the shares of Class A Common Stock and other securities included in Warrant
Stock; provided, however, that if at the time of determination of the Put Price,
Warrant Stock shall consist in any part of property other than Class A Common
Stock and other securities, the Put Price shall include a cash amount per share
of Warrant Stock equal to that portion of the fair market value (determined in
accordance with the Appraisal Procedure) of such property allocable to each
share of Warrant Stock.
"Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"Senior Indebtedness" shall mean any (i) Indebtedness pursuant to the
Credit Agreement or any related documents governing, evidencing or securing the
same, (ii) Indebtedness pursuant to the Senior Notes and any related documents
governing, evidencing or securing the same, (iii) any other Indebtedness of the
Corporation or its Subsidiaries which is not expressly subordinated to the
Warrant, if the original principal amount exceeded $5 million and (iv) all
refinancings or modifications of the Indebtedness described in clauses (i)
through (iii) above; provided, however, that neither the Corporation nor its
Subsidiaries shall incur any Indebtedness that contains restrictions on the
payment of the Put Price that are more restrictive than the Indebtedness
existing on the date hereof.
"Stockholders Agreement" shall mean the Stockholders Agreement dated as
of May 11, 1998 among the Issuer, the Holder and the other signatories thereto,
as modified and supplemented and in effect from time to time.
"Warrant" shall mean this Warrant originally issued by the Issuer
pursuant to the Purchase Agreement and all warrants issued upon transfer,
division, or combination of, or in substitution for, this Warrant. All Warrants
shall be substantially in the form of Exhibit A attached to the Purchase
Agreement except that the Warrants need not bear the legends appearing on the
first page of this Warrant from and after such time as the restrictions set
forth therein no longer apply.
"Warrant Holder" shall mean any Person who acquires Warrants or Warrant
Stock pursuant to the provisions of the Purchase Agreement or any Warrant,
including any transferees of Warrants or Warrant Stock.
"Warrant Stock" shall mean (a) all shares of Class A Common Stock
issued or issuable from time to time upon exercise of this Warrant, (b) all
other securities or other property issued or issuable upon any such exercise and
(c) any securities distributed with respect to the securities referred to in the
preceding clauses (a) and (b): provided, however, that the term "Warrant Stock"
shall not include shares of Class A Common Stock or other securities following
the time such shares or other securities have been sold in a public offering
registered under the Securities Act or sold under Rule 144 promulgated
thereunder. As used in this Warrant, the phrase "Warrant Stock then held" shall
mean Warrant Stock held at the time of determination by
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the Holder, and shall include Warrant Stock issuable upon exercise of any
Warrants held at the time of determination by such Holder.
Exercise of Warrant.
On and after the Effective Date and until 5:00 p.m., New York
City time, on the Expiration Date, the Holder may exercise this
Warrant, on one or more occasions, on any Business Day, in whole or in
part, by delivering to the Issuer, at its office maintained for such
purpose pursuant to Section 6(a) hereof,
a written notice of the Holder's election to exercise
this Warrant, which notice shall be substantially in the form of
Annex A attached hereto and shall be properly completed (the
"Exercise Notice"),
payment of the Exercise Price (payable as set forth in
Section 2(b) below) for the Warrant Stock as to which this
Warrant is being exercised, and
this Warrant. Except to the extent necessary to cause the
number of shares of Class A Common Stock deliverable as provided
in Section 2(b) to be a whole number of shares, this Warrant
shall be exercisable in part only for a whole number of shares.
At the option of the Holder, the Exercise Price shall be payable
in cash or by certified or official bank check payable to
the order of the Issuer; or
by delivery of this Warrant to the Issuer for
cancellation in accordance with the further provisions of this
Section 2(b). In exchange for the portion of this Warrant that is
being exercised at such time, the Holder shall receive the number
of shares of Class A Common Stock determined by multiplying (A)
the number of shares of Class A Common Stock for which this
Warrant is being exercised at such time by (B) a fraction, (1)
the numerator of which shall be the difference between (x)
Current Market Price per share of Class A Common Stock at such
time and (y) the Exercise Price per share of Class A Common
Stock, and (2) the denominator of which shall be the Current
Market Price per share of Class A Common Stock at such time. The
Issuer shall issue a new Warrant for the portion, if any, of this
Warrant not being exercised as provided in Section 2(f).
Subject to the provisions of Section 2(d), upon receipt of an
Exercise Notice, the aggregate Exercise Price payable and this Warrant,
the Issuer shall, as promptly as practicable and in any event within
five (5) Business Days thereafter, issue one or more stock certificates
representing the aggregate number of shares of Class A Common Stock to
which the Holder is entitled and transfer to the Holder of this Warrant
appropriate evidence of ownership of other securities or property
(including any cash) to which the Holder is entitled, in such
denominations, and registered or otherwise placed in, or payable to the
order of, such name or names, as may be directed in writing by the
Holder, and shall
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deliver such stock certificates, evidence of ownership and any other
securities or property (including any cash) to the person or persons
entitled to receive the same, together with an amount in cash in lieu
of any fraction of a share (or fractional interest in any other
security), as hereinafter provided. The Issuer shall pay all expenses
in connection with, and any and all documentary, stamp or similar issue
or transfer taxes of the United States or any state thereof payable in
respect of, the issue or delivery of the Warrant Stock upon exercise of
this Warrant. However, the Issuer shall not be required to pay any tax
or other charge imposed in connection with any assignment or transfer
involved in the issue of any certificate or other evidence of ownership
of Warrant Stock.
The Holder's election to exercise this Warrant may, in the sole
discretion of the Holder, be conditioned upon, and in such event, the
exercise shall be subject in all respects to, the consummation of a
sale of the Issuer, the public offering of any class of the Issuer's
Common Stock registered under the Securities Act or other similar
transaction involving the Issuer, as specified in the Exercise Notice.
If any exercise of this Warrant is so conditioned, then, subject to
delivery of the items required by Section 2(c), the Issuer shall
deliver the certificates and other evidence of ownership of other
securities or other property in such manner as the Holder shall direct
as required in connection with the consummation of the transaction upon
which the exercise is conditioned. At any time that the Holder shall
give notice to the Issuer that such transaction has been abandoned or
the Holder has withdrawn from participation in such transaction, the
Issuer shall return the items delivered pursuant to Section 2(c) and
the Holder's election to exercise this Warrant shall be deemed
rescinded.
The stock certificate or certificates or other evidence of
ownership of Warrant Stock to be delivered pursuant to Section 2(c)
hereof shall be deemed to have been issued, and the Holder or any other
Person so designated to be named therein shall, to the extent permitted
by law, be deemed to have become a holder of record of the Warrant
Stock represented thereby, including having the right to vote any
voting securities included therein or to consent or to receive notice
as a shareholder, as of the date on which the last of the Exercise
Notice, payment of the Exercise Price and this Warrant is received by
the Issuer as aforesaid, (subject, in the case of any exercise to which
Section 2(d) applies, to the consummation of the transaction upon which
such exercise is conditioned) notwithstanding that the transfer books
of the Company shall then be closed or that such certificates or other
evidence of ownership shall not then actually have been delivered to
the Holder.
If this Warrant shall have been exercised only in part, the
Issuer shall, at the time of delivery of the certificate or
certificates or other evidence of ownership of Warrant Stock, execute
and deliver to the Holder, without charge, a new Warrant evidencing the
rights of the Holder to purchase the unpurchased Warrant Stock called
for by this Warrant, which new Warrant shall in all other respects be
identical to this Warrant, except for any legend hereon to the extent
no longer required pursuant to the Purchase Agreement or the
Stockholders Agreement.
The Issuer shall not be required to issue any fractional share of
Class A Common Stock (or fractional interest in any other security)
upon exercise of this Warrant.
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As to any fraction of a share (or fractional interest in any other
security) that the Holder would otherwise be entitled to receive upon
such exercise, the Issuer shall pay a cash adjustment in respect of
such fraction in an amount equal to the same fraction of the Current
Market Price per share of Class A Common Stock (and/or other security)
on the date of exercise; provided, however, that in the event that the
Issuer undertakes a reduction in the number of shares of Class A Common
Stock or other securities outstanding, it shall be required to issue
fractional shares or fractional interests in such other securities to
the Holder if the Holder exercises all (but not part) of this Warrant,
unless the Holder shall have consented in writing to such reduction and
provided the Issuer with a written waiver of its right to receive
fractional shares or interests in accordance with this paragraph. If
the Holder shall exercise more than one Warrant in the same
transaction, any payment in respect of fractional shares (or other
fractional interests) shall be based on the final fraction resulting
from aggregating all such exercises.
The Issuer hereby agrees at all times to keep reserved for
issuance and delivery upon exercise of this Warrant such number of its
authorized but unissued shares (or treasury shares) of Class A Common
Stock or other securities of the Issuer from time to time issuable upon
exercise of this Warrant as will be sufficient to permit the exercise
in full of this Warrant. All such shares and other securities shall be
duly authorized and, when issued upon exercise of this Warrant in
accordance with the terms hereof, shall be validly issued, fully paid
and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except to the
extent of any applicable provisions set forth in the Purchase Agreement
or Stockholders' Agreement) and free and clear of all preemptive or
similar rights.
If the issuance of any shares of Class A Common Stock or other
securities required to be reserved for purposes of the exercise of this
Warrant requires the registration with, or approval of, any
governmental authority or requires listing on any national securities
exchange or national market system before such shares or other
securities may be so issued, the Issuer shall at its expense use its
best efforts to cause such shares to be duly registered, approved or
listed, as the case may be, so that such shares or other securities may
be issued in accordance with the terms hereof; provided, however, that
this provision shall not obligate the Issuer to register such shares or
other securities under the Securities Act or qualify them under state
securities or blue sky laws.
Transfer, Division and Combination.
This Warrant and all rights hereunder are assignable and
transferable (subject to any restrictive legends hereon), at any time
in whole or in part, without the consent of the Issuer, to any Person
or Persons, upon surrender of this Warrant to the Issuer, together with
a written assignment of this Warrant substantially in the form of Annex
B attached hereto, duly executed by the Holder hereof or such Holder's
agent or attorney. Upon such surrender, the Issuer shall, without
charge, execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees (and, if the Holder's entire interest is not
being assigned, in the name of the Holder), and in the denominations
specified in such instrument of assignment, and this Warrant shall
promptly be canceled.
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This Warrant may be exchanged for, or combined with, other
Warrants upon presentation of this Warrant and any other Warrants with
which this Warrant is to be combined to the Issuer, together with a
written notice specifying the denominations in which a new Warrant or
Warrants are to be issued, signed by the Holder. The Issuer shall
execute and deliver a new Warrant or Warrants to the Holder in exchange
for the Warrant or Warrants to be divided or combined in accordance
with such notice.
The Issuer shall maintain books for the registration and transfer
of the Warrants, and shall allow each Warrant Holder to inspect such
books at such reasonable times as such holder shall request.
Adjustments.
Dividends and Distributions. If at any time the Issuer shall pay
any dividend or make any other distribution to holders of its Class A
Common Stock of any cash, evidence of indebtedness or other property
(including any rights or warrants to purchase any securities of the
Issuer) of any nature whatsoever (other than as contemplated by
subsections (b), (c)(i)(A) and (d)(i)(A) of this Section 4), the Issuer
shall at the same time pay or distribute to the Holder (whether or not
the Holder exercises this Warrant) the cash, evidence of indebtedness
or other property the Holder would have been entitled to receive if
such Holder had exercised this Warrant immediately prior to the record
date for such dividend or distribution.
Subdivisions and Combinations. If at any time the Issuer shall
take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or other
distribution of Common Stock;
subdivide, split or reclassify its outstanding shares of
Common Stock into a larger number of shares of Common Stock; or
combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock;
then immediately after the occurrence of any such event (A) the number of shares
of Class A Common Stock issuable upon exercise of this Warrant shall be adjusted
so as to equal the number of shares of Class A Common Stock the Holder would
have held immediately after the occurrence of such event (in the case of an
event referred to in clause (i), after giving effect to such dividend or
distribution) if the Holder had exercised this Warrant immediately prior to the
occurrence of such event and (B) the Exercise Price shall be adjusted to be
equal to (x) the Exercise Price immediately prior to the occurrence of such
event multiplied by (y) a fraction (1) the numerator of which is the number of
shares of Class A Common Stock issuable upon exercise of this Warrant
immediately prior to the adjustment in clause (A) and (2) the denominator of
which is the number of shares of Class A Common Stock issuable upon exercise of
this Warrant immediately after the adjustment in clause (A).
Issuance of Common Stock. If at any time the Issuer
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shall (A) take a record of the holders of any class or series of
its Common Stock for the purpose of entitling them to subscribe for or
purchase shares of any class or series of Common Stock or (B) otherwise
sell or issue any shares of any class or series of Common Stock and
the consideration per share of Common Stock of such class or
series paid or to be paid upon such subscription, purchase, sale or
issuance is less than the Current Market Price per share of Common
Stock of such class or series immediately before such record date or
immediately before the date of such sale or issuance, as the case may
be, then the number of shares of Class A Common Stock issuable upon
exercise of this Warrant shall be adjusted to be that number determined
by multiplying (x) the number of shares of Class A Common Stock
issuable upon exercise of this Warrant immediately prior to such record
date or sale or issuance date, as the case may be, by (y) a fraction
(not to be less than one) (i) the numerator of which shall be equal to
the sum, for all classes and series of Common Stock, of the products of
(A) the number of shares of Common Stock of each such class or series
outstanding (determined on a fully-diluted basis) after giving effect
to such subscription, purchase, sale or issuance (and assuming all such
subscription or purchase offers are exercised) and (B) the Current
Market Price per share of Common Stock of each such class or series
determined immediately before such record date or sale or issuance
date, as the case may be, and (ii) the denominator of which shall be
equal to the sum of (A) the sum, for all classes and series of Common
Stock, of the products of (1) the number of shares of Common Stock of
each such class or series outstanding (determined on a fully-diluted
basis) immediately before such record date or sale or issuance date, as
the case may be, and (2) the Current Market Price per share of Common
Stock of each such class or series determined immediately before such
record date or sale or issuance date, as the case may be, and (B) the
aggregate consideration received or to be received by the Issuer for
the total number of shares of Common Stock of each such class or series
to be subscribed for or purchased, sold or issued. Simultaneously with
the adjustment in the preceding sentence, the Exercise Price shall be
adjusted to be equal to (x) the Exercise Price immediately prior to the
occurrence of such event multiplied by (y) a fraction (1) the numerator
of which is the number of shares of Class A Common Stock issuable upon
exercise of this Warrant immediately prior to the adjustment in the
preceding sentence and (2) the denominator of which is the number of
shares of Class A Common Stock issuable upon exercise of this Warrant
immediately after the adjustment in the preceding sentence.
Issuance of Convertible Securities or Options. If at any time (i) the
Issuer shall (A) take a record of the holders of any class or series of its
Common Stock for the purpose of entitling them to subscribe for or purchase
options to purchase or rights to subscribe for shares of any class or series of
Common Stock, securities directly or indirectly convertible into or exchangeable
for shares of any class or series of Common Stock ("Convertible Securities") or
options or rights with respect to Convertible Securities (options or rights with
respect to Common Stock or Convertible Securities being referred
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to as "Options") or (B) otherwise issue or sell any Options or Convertible
Securities and (ii) the consideration per share paid or to be paid for the
Common Stock of such class or series deliverable upon exercise of such Options
and/or conversion or exchange of such Convertible Securities (determined by
dividing (x) the total amount received or receivable by the Issuer in
consideration of the subscription, purchase, sale or issuance of such Options or
Convertible Securities plus any amount payable to the Issuer upon such exercise
and/or conversion or exchange, by (y) the total maximum number of shares of
Common Stock of such class or series necessary to effect the exercise and/or
conversion or exchange of all such Options or Convertible Securities) shall be
less than the Current Market Price per share of Common Stock of such class or
series on such record date or sale or issuance date, as the case may be, then
the number of shares of Class A Common Stock issuable upon exercise of this
Warrant shall be adjusted to be that number determined by multiplying the number
of shares of Class A Common Stock issuable upon exercise of this Warrant
immediately prior to such date by a fraction (not to be less than one) (i) the
numerator of which shall be equal to the sum, for all classes and series of
Common Stock, of the products of (A) the total maximum number of shares of
Common Stock of each such class or series outstanding (determined on a fully
diluted basis) after giving effect to the assumed exercise and/or conversion of
all such Options or Convertible Securities and (B) the Current Market Price per
share of Common Stock of each such class or series determined immediately before
such record date or sale or issuance date, as the case may be, and (ii) the
denominator of which shall be equal to the sum of (A) sum, for all classes and
series of Common Stock, of the products of (1) the number of shares of Common
Stock of each such class or series outstanding (determined on a fully-diluted
basis) immediately before such record date or sale or issuance date, as the case
may be, and (2) the Current Market Price per share of the Common Stock of each
such class or series determined immediately before such record date or sale or
issuance date, as the case may be, and (B) the aggregate consideration for which
Common Stock of each such class or series is deliverable upon exercise and/or
conversion or exchange for such Options or Convertible Securities.
Simultaneously with the adjustment in the preceding sentence, the Exercise Price
shall be adjusted to be equal to (x) the Exercise Price immediately prior to the
occurrence of such event multiplied by (y) a fraction (1) the numerator of which
is the number of shares of Class A Common Stock issuable upon exercise of this
Warrant immediately prior to the adjustment in the preceding sentence and (2)
the denominator of which is the number of shares of Class A Common Stock
issuable upon exercise of this Warrant immediately after the adjustment in the
preceding sentence.
Issuance of Other Securities, Rights or Options. If at any time
the Issuer issues or sells any of its securities ("Other
Securities") other than any class or series of Common Stock,
Convertible Securities or Options and
the consideration per share (or other similar unit) of such Other
Securities paid upon such sale or issuance is less than the Current
Market Price of such share (or other similar unit) of such Other
Securities on the date of such sale or issuance, then the number of
shares of Class A Common Stock issuable upon exercise of this Warrant
shall be adjusted to be that number determined by multiplying the
number
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of shares of Class A Common Stock issuable upon exercise of this
Warrant immediately prior to such sale or issuance date by a fraction
(not to be less than one) (i) the numerator of which shall be equal to
the sum of the products of (A) the number of shares of Common Stock of
each such class or series outstanding (determined on a fully-diluted
basis) immediately prior to such date and (B) the Current Market Price
per share of each such class or series of Common Stock determined
immediately before such date and (ii) the denominator of which shall be
an amount equal to (A) the product referred to in the immediately
preceding clause (i) above minus (B) the amount by which (1) the
aggregate Current Market Price of the total number of such Other
Securities sold or issued exceeds (2) the aggregate consideration
received by the Issuer for the total number of such Other Securities
sold or issued. Simultaneously with the adjustment in the preceding
sentence, the Exercise Price shall be adjusted to be equal to (x) the
Exercise Price immediately prior to the occurrence of such event
multiplied by (y) a fraction (1) the numerator of which is the number
of shares of Class A Common Stock issuable upon exercise of this
Warrant immediately prior to the adjustment in the preceding sentence
and (2) the denominator of which is the number of shares of Class A
Common Stock issuable upon exercise of this Warrant immediately after
the adjustment in the preceding sentence.
Superseding Adjustment. If, at any time after any adjustment in the
number of shares of Class A Common Stock issuable upon exercise of this
Warrant shall have been made on the basis of the issuance of any Options or
Convertible Securities:
any such Options shall expire prior to exercise or the right to
convert or exchange any such Convertible Securities shall terminate
prior to conversion or exchange; or
the consideration per share for which shares of Common Stock are
issuable pursuant to the terms of such Options or Convertible
Securities shall be increased or decreased;
then such previous adjustment shall be rescinded and annulled (without affecting
any other adjustments resulting from any other events). Thereupon, a
recomputation shall be made of the adjustment in the number of shares of Class A
Common Stock issuable upon exercise of this Warrant on the basis of
treating the number of shares of Common Stock, if any,
theretofore actually issued or issuable pursuant to the previous
exercise, conversion or exchange of such Options or Convertible
Securities as having been issued on the date or dates of such
exercise and/or conversion or exchange and for the consideration
actually received and receivable therefor, and
treating any such Options or Convertible Securities that
then remain outstanding as having been granted or issued
immediately after the time of such increase or decrease for the
consideration per share for which
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shares of Common Stock are issuable upon exercise and/or
conversion or exchange of such Options or Convertible Securities,
which new adjustment shall supersede the previous adjustment so rescinded and
annulled. For purposes of the computation of such new adjustment, the Current
Market Price shall be deemed to be the Current Market Price used in computing
the previous adjustment.
Other Provisions Applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of
the number of shares of Class A Common Stock issuable upon exercise of this
Warrant:
The sale or other disposition of any issued shares of Common
Stock owned or held by or for the account of the Issuer shall be deemed
to be an issuance thereof for purposes of this Section.
In computing adjustments under this Section, fractional interests
in Common Stock shall be taken into account to the nearest
one-thousandth of a share.
If the Issuer shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter
and before the payment of such dividend or distribution or the granting
of such subscription or purchase rights, legally abandon its plan to
pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of
the taking of such record and any such adjustment previously made in
respect thereof shall be rescinded and annulled.
Aggregate consideration for purposes of Sections 4(c), 4(d) and
4(e) shall be determined as follows: In case any Common Stock, Options,
Convertible Securities or Other Securities shall be issued or sold, or
be exercisable, convertible or exchangeable for cash, the consideration
received therefor shall be deemed to be the amount payable to the
Issuer therefor, after deduction therefrom of any expenses incurred or
any underwriting commissions or concessions or discounts or, in the
case of a private placement thereof, finders' fees or commissions paid
or allowed by the Issuer in connection therewith. In case any such
Common Stock, Options, Convertible Securities or Other Securities shall
be issued or sold, or be exercisable, convertible or exchangeable for a
consideration other than cash payable to the Issuer, the consideration
received therefor shall be deemed to be the fair market value of such
consideration (as determined in accordance with the Appraisal
Procedure), after deduction therefrom of any expenses incurred or any
underwriting commissions or concessions or discounts paid or allowed by
the Issuer in connection therewith. In case any such Common Stock,
Options, Convertible Securities or Other Securities shall be issued or
sold, or be exercisable, convertible or exchangeable in connection with
any merger of another corporation into the Issuer, the amount of
consideration therefor shall be deemed to be the fair market value (as
determined in accordance with the Appraisal Procedure) of such
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portion of the assets of such merged corporation as the Board shall
reasonably determine (such determination to be reasonably acceptable to
the Majority Holders) in good faith to be attributable to such options,
rights or securities.
Merger, Consolidation or Disposition of Assets. If the Issuer shall
merge, consolidate or effect a share exchange with another entity, or shall
sell, transfer or otherwise dispose of all or substantially all of its
assets to another entity and pursuant to the terms of such merger,
consolidation, share exchange or disposition of assets, cash, shares of
Common Stock or other securities of the successor or acquiring entity, or
property of any nature is to be received by or distributed to the holders
of Common Stock of the Issuer, then the Holder shall be entitled to receive
in respect of the Warrant Stock issuable upon exercise of this Warrant, the
amount of cash, shares of Common Stock, other securities or other property
that it would have been entitled to receive if such Holder had exercised
this Warrant in full immediately prior to the occurrence of such merger,
consolidation, share exchange or disposition of assets. In the case of any
such merger, consolidation, share exchange or disposition of assets, the
successor or acquiring entity (and any Affiliate thereof issuing
securities) shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Warrant to be
performed and observed by the Issuer and all of the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined by resolution of the Board and reasonably
acceptable to the Majority Holders) in order to provide for adjustments of
the Warrant Stock issuable upon exercise of this Warrant that shall be as
nearly equivalent as practicable to the adjustments provided for in this
Section 4. The foregoing provisions shall similarly apply to successive
mergers, consolidations, share exchanges and dispositions of assets.
Capital Reorganization or Capital Reclassification. If the Issuer
shall effect any capital reorganization or any reclassification of its
capital 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 stock dividend
or subdivision, split-up or combination of shares), then in each case the
Issuer shall cause effective provision to be made so that this Warrant
shall be exercisable for the kind and number of shares of stock, other
securities, cash or other property to which a holder of the Warrant Stock
deliverable upon exercise of this Warrant would have been entitled upon
such reorganization or reclassification and any such provision shall
include adjustments in respect of such stock, securities or other property
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4 with respect to this Warrant.
Other Action Affecting Common Stock. If at any time or from time to
time the Issuer shall take any action affecting its Common Stock, other
than any action described in this Section 4, then, unless such action will
not have an adverse effect upon the Holder's rights, the number of shares
of Warrant Stock issuable upon exercise of this Warrant and exercise price
therefore shall be adjusted in such manner and at such time as the Board
shall in good faith determine (such determination to be reasonably
acceptable to the Majority Holders) to be equitable in the circumstances,
but no such adjustment shall
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decrease the number of shares of Warrant Stock issuable upon exercise of
this Warrant or increase the exercise price therefore.
Notice of Adjustments. Whenever the number of shares of Warrant
Stock issuable upon exercise of this Warrant shall be adjusted pursuant to
this Agreement, the Issuer shall forthwith obtain a certificate signed by a
firm of independent accountants of recognized national standing selected by
the Issuer setting forth, in reasonable detail, the event requiring the
adjustment, the method by which such adjustment was calculated and
specifying the number of shares of Warrant Stock issuable upon exercise of
this Warrant after giving effect to such adjustment. The Issuer shall
promptly cause a signed copy of such certificate to be delivered to the
Holder. The Issuer shall keep at its office maintained for purposes of
Section 6(a) hereof copies of all such certificates and cause the same to
be available for inspection at said office during normal business hours by
the Holder or any prospective purchaser of a Warrant designated by the
registered Holder hereof.
Notice of Certain Corporate Action. If the Issuer shall propose
to pay any dividend to the holders of its Common Stock or to make
any other distribution to the holders of its Common Stock;
to offer to the holders of its Common Stock rights to subscribe
for or to purchase any additional shares of Common Stock or any Options
or Convertible Securities;
to effect any reorganization or reclassification of its Common
Stock;
to otherwise issue any Common Stock, Options, Convertible
Securities or Other Securities;
to effect any other capital reorganization;
to effect any consolidation, merger or share exchange or any
sale, transfer or other disposition of all or substantially all of its
assets; or
to effect the liquidation, dissolution or winding up of the
Issuer,
then, in each such case, the Issuer shall give to the Holder a notice of
such proposed action, which shall specify the date on which a record is to
be taken for the purposes of such dividend, distribution or rights offer,
or the date on which such reclassification, issuance, reorganization,
consolidation, merger, share exchange, sale, transfer, disposition,
liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of Common Stock, if any such date is
to be fixed, and shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action on the
Common Stock, and the number of shares of Warrant Stock that are issuable
upon exercise of this Warrant after giving effect to any adjustment that
will be required as a result of such action. Such notice shall be so given
in the case of any action
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covered by clause (i) or (ii) above at least 20 days prior to the record
date for determining holders of the Common Stock for purposes of such
action, and in the case of any other such action, at least 20 days prior to
the date of the taking of such proposed action. Failure to give any such
notice or any defect therein shall not affect the validity of the
proceedings, actions or events described in clauses (i) through (vii)
hereof.
No Impairment. The Issuer will not, by amendment of its Certificate
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 Issuer, but will at all times in good faith assist in the carrying out
of all the provisions of this Section 4 and in the taking of all such
action as may be necessary or appropriate in order to protect the exercise
rights of the Holder against impairment.
Miscellaneous. The computations of all amounts under this Section 4
shall be made assuming all other anti-dilution or similar adjustments to be
made to the terms of all other securities resulting from the transaction
causing an adjustment pursuant to this Section 4 have previously been made
so as to maintain the relative economic interest of this Warrant vis a vis
all other securities issued by the Issuer.
Par Value. The Issuer shall take or cause to be taken such steps as
shall be necessary to ensure that the par value per share of Class A Common
Stock is at all times less than or equal to the Exercise Price.
Minimum Adjustment of Exercise Price. No adjustment of the Exercise
Price shall be made in an amount of less than 10% of the Exercise Price in
effect at the time of such adjustment is otherwise required to be made, but
any such lesser adjustment shall be carried forward and shall be made at
the time and together with the next subsequent adjustment which, together
with any adjustments so carried forward, shall amount to not less than 10%
of such Exercise Price.
Excluded Transactions. Notwithstanding anything to the contrary in
this Warrant, no adjustment or notification will be required pursuant to
this Section 4 in connection with (i) any issuance of any securities to
management pursuant to a Management Employee Stock Option Plan (as such
term is defined in the Stockholders Agreement), including issuances of
Options or Common Stock, or the exercise thereof, (ii) the issuance of
Common Stock, pursuant to the Rollover Options (as such term is defined in
the Agreement and Plan of Merger), or (iii) any issuance of Options, or
warrants to financing sources as "equity kickers".
Put Rights.
At any time on or after May 11, 2005, the Majority Holders shall
notify the Issuer in writing (the "Put Notice") of their desire to cause
the Issuer to repurchase all or any part of the Warrant Stock then held by
such Majority Holders, then the Majority Holders shall have the right to
require the Issuer to repurchase shares of Warrant Stock then held by such
Holders (the "Put") at a price per share equal to the Put Price (less, in
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the case of the repurchase of this Warrant, the Exercise Price for each
share of Warrant Stock issuable pursuant to such Warrant). Upon delivery of
the Put Notice, the Issuer shall give notice to all Warrant Holders, and
the Holder shall have the right to participate in such Put by so notifying
the Issuer (a "Participation Notice") within twenty (20) days (the
"Participation Period") after receipt of such notice.
The Majority Holders may withdraw their exercise of any Put rights
hereunder, notwithstanding delivery of a Put Notice, at any time on or
prior to the tenth Business Day after the determination of the Put Price
applicable to such exercise of such rights.
Promptly following the expiration of any Participation Period (or
upon delivery of a Put Notice, if there is only one Warrant Holder at the
time of such delivery), the Put Price shall be determined as of the date of
the Put Notice. Within thirty (30) Business Days following such
determination, the Issuer shall purchase, and the Warrant Holders who are
participating in the Put shall sell, the Warrant Stock specified in the Put
Notice and all Participation Notices at a mutually agreeable time and place
(the "Put Closing").
Any obligations on the part of the Issuer to pay the Put Price shall
be subject to the Issuer's obligations to comply with the covenants set
forth in its agreements with the holders of its Senior Indebtedness
(including any limitations on dividends or distributions by Subsidiaries)
and payment of any Put Price payable may be deferred in order to maintain
the Issuer's compliance with such covenants but shall, in any event, be
paid as soon as permissible. The Issuer shall, at the Holder's request, use
reasonable efforts to obtain the consent of the holders of its Senior
Indebtedness or to refinance its obligations under the Senior Indebtedness
in order to be permitted, and to obtain the necessary financing, to satisfy
its obligations under this Section 5. If the Issuer shall not be permitted,
or shall not have funds legally available in the amount necessary, to
purchase all shares of Warrant Stock with respect to which the Put has been
exercised, then the Warrant Stock with respect to which the Warrant Holders
have exercised the Put shall be repurchased on a pro rata basis, to the
extent permissible, in accordance with the amount of Warrant Stock then
held by each Warrant Holder; provided, however, that any Warrant Holder who
is not able to include the full amount of Warrant Stock requested to be
included in the Put shall have the right, at any time prior to the later of
(x) five (5) Business Days following notice to such Warrant Holder of the
amount of Warrant Stock it will be able to include and (y) five (5)
Business Days prior to the Put Closing, to withdraw its exercise of Put
rights with respect to all or part of the Warrant Stock as to which such
Put rights were exercised. Unless so withdrawn, any Put not satisfied in
full pursuant to the terms of this Section 5 shall remain an obligation of
the Issuer until such time as such satisfaction shall have occurred.
At the Put Closing, the Holder shall, if it is participating in the
Put, deliver to the Issuer such Holder's Warrant Stock to the extent
subject to the Put and the Issuer shall deliver to such Holder an amount
equal to the aggregate Put Price for all such Warrant Stock (less, in the
case of the repurchase of this Warrant, the aggregate Exercise Price
payable hereunder), by cashier's or certified check of a creditworthy bank
(reasonably acceptable to the Holder) payable to such Holder or, at the
option of the Holder, by wire transfer of immediately available funds to an
account designated by such Holder. In
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addition, if applicable, at the Put Closing, the Issuer shall deliver to
the Holder a new Warrant representing the rights to subscribe for and
purchase any remaining Warrant Stock.
Except pursuant to any Rollover Options (as such term is defined in
the Agreement and Plan of Merger) or options granted under any Management
Stock Option Plan (as such terms defined in the Stockholders Agreement),
the Issuer shall not grant any other rights to holders of its capital stock
similar to the Put that are exercisable prior to the time at which the Put
may be exercised or that are not expressly subordinated, in form and
substance reasonably acceptable to the Holder, to the rights of the Warrant
Holders pursuant to the Put. Except as otherwise contemplated by this
Section 5, the Issuer shall not (and shall not permit any subsidiary to)
enter into any contract or other consensual arrangement that by its terms
restricts the Issuer's ability to fulfill its obligations regarding the
Put.
Miscellaneous.
Office of Issuer. So long as this Warrant remains outstanding, the
Issuer shall maintain an office in the continental United States where the
Warrants may be presented for exercise, transfer, division or combination
as provided in this Warrant. Such office shall be at 14 Corporate ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless and
until the Issuer shall designate and maintain some other office for such
purposes and give notice thereof to the Holder.
Notices Generally. Any notices and other communications pursuant to
the provisions hereof shall be sent in accordance with the provisions of
Section 7.5 of the Purchase Agreement.
Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
conflicts of laws rules. The Issuer agrees that it may be served with
process in the State of New York and any action for breach of this Warrant
may be prosecuted against it in the courts of such State or any Federal
court located in such State.
Limitation of Liability. Except as otherwise provided herein, this
Warrant does not entitle the Holder to any voting rights or other rights of
a shareholder of the Issuer, as a shareholder. No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Class A
Common Stock, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of the Holder for the Exercise
Price or as a shareholder of the Issuer, whether such liability is asserted
by the Issuer, by any creditor of the Issuer or any other Person.
Loss or Destruction of Warrant. Upon receipt by the Issuer of
evidence satisfactory to it (in the exercise of its reasonable discretion)
of the loss, theft, destruction or mutilation of this Warrant and (in the
case of loss, theft or destruction), if requested by the Issuer, of
reasonably satisfactory indemnification (if the Holder is a financial
institution or an Affiliate thereof, its own agreement being satisfactory),
or (in the case of mutilation)
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upon surrender and cancellation of this Warrant, the Issuer shall, without
charge, execute and deliver a new Warrant exercisable for the same amount
of Warrant Stock.
Amendments and Waivers. Any provision of this Warrant may be amended
or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Issuer and the Majority Holders
(provided than no amendment that treats a particular Holder in a
non-ratable, discriminatory fashion shall be effective against such Holder
without its consent) and, in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by either party in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.
* * * * *
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IN WITNESS WHEREOF, the Issuer has caused this Warrant to be executed
by its duly authorized officers and the Warrant to be dated as of the date first
set forth above.
LPA HOLDING CORP.
By:
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇
Chief Executive Officer and President
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ANNEX A TO WARRANT
FORM OF EXERCISE NOTICE
(To be executed by the registered holder hereof)
The undersigned registered owner of this Warrant exercises this Warrant
for the purchase of ________ shares of Class A Common Stock of LPA Holding
Corp., a Delaware corporation, and herewith makes payment therefor of
$__________ (such payment being made [check one] (x) [ ] in cash or by certified
or official bank check or (y) [ ] by acceptance of a reduced number of shares of
Class A Common Stock upon cancellation of this Warrant as provided in Section
2(b) of this Warrant, all on the terms and conditions specified in this Warrant,
and requests that
certificates and/or other instruments covering such shares of
Class A Common Stock be issued in accordance with the instructions
given below and
if such shares of Class A Common Stock shall not include all of
the shares of Class A Common Stock to which the Holder is entitled
under this Warrant, that a new Warrant for the unpurchased balance of
the shares of Class A Common Stock issuable hereunder be delivered to
the undersigned. References in this Exercise Notice to "Class A Common
Stock" shall include other securities or other property to the extent
included in Warrant Stock.
The undersigned agrees that the shares to be issued upon exercise of
this Warrant may not be offered, sold, assigned, pledged, hypothecated or
otherwise transferred or disposed of except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, and applicable
provisions of state securities laws.
[This Exercise Notice is being delivered contingent upon the consummation of
[describe transaction] as contemplated by Section 2(d) of this Warrant].*
Dated:
---------------------
----------------------------------
(Signature of Registered Holder)**
Instructions for issuance and
registration of shares of
Class A Common Stock:
----------------------------- Social Security or Other
Name of Registered Holder Identifying Number:
(please print) -------------------
-----------------------------
* Include if applicable.
** The signature must correspond with the name as written upon the face of the
attached Warrant in every particular, without alteration.
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Please deliver certificate to
the following address:
--------------------------------------
▇▇▇▇▇▇
--------------------------------------
▇▇▇▇, ▇▇▇▇▇ and Zip Code
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ANNEX B TO WARRANT
FORM OF ASSIGNMENT
(To be executed by the registered holder hereof)
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the assignee named below all the rights
of the undersigned under this Warrant with respect to the number of shares of
Class A Common Stock covered thereby set forth below to:
Number of
Shares of
Class A
Name of Assignee Address Common
Stock
and hereby irrevocably constitutes and appoints _______________ as agent and
attorney-in-fact to transfer such portion of said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.
References in this Exercise Notice to "Class A Common Stock" shall
include other securities or other property to the extent included in Warrant
Stock.
Dated:
-----------------------------
-------------------------------------
(Signature of Registered Holder)*
-------------------------
* The signature must correspond with the name as written upon the face of the
attached Warrant in every particular, without alteration.
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--------------------------------
Name of Registered Holder
(Please Print)
4