Common use of Issuance of Warrant; Term Clause in Contracts

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE CAPITAL INC. agreeing to subordinate its loan to the Company in an amount of Six Million and no/100ths Dollars ($6,000,000) pursuant to the terms of one or more secured promissory notes (as amended from time to time, collectively the "Note") and related loan agreement dated May 29, 1998 (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June 30, 1999 and $3,215,200 for the fiscal year ending June 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder. For purposes of this Warrant Agreement the term "

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE SIRROM CAPITAL INC. agreeing to subordinate its CORPORATION making a loan to Factory Card Outlet of America Ltd., an Illinois corporation and wholly owned subsidiary of the Company ("Subsidiary") in an amount of Six Four Million and no/100ths Dollars ($6,000,0004,000,000) pursuant to the terms of one or more a secured promissory notes note of even date herewith (as amended from time to time, collectively the "Note") and related loan agreement dated May 29, 1998 of even date herewith (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ 23,658 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 2.5% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this WarrantWarrant ("Base Amount"), provided that in the event that (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for indebtedness evidenced by the fiscal year ending June 30Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: Date Base Amount ---- ----------- April 15, 1997 33,465 shares of Common Stock, or November 15, 1998 43,477 shares of Common Stock, or November 15, 1999 53,700 shares of Common Stock; and $3,215,200 for further provided that the fiscal year ending June issuance of the Common Stock hereunder is subject to the provisions of Section 3A hereof. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until November 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder. For purposes of this Warrant Agreement the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE SIRROM CAPITAL INC. agreeing CORPORATION having made loans to subordinate its loan to TRC which are being assumed by Hartan in the Company in an aggregate principal amount of Six Million $2,000,000, as evidenced by the Amended and no/100ths Dollars ($6,000,000) pursuant to the terms of one or more secured promissory notes (as amended from time to time, collectively the "Restated Note") and related loan agreement dated May 29, 1998 (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants confirms and ratifies the grant to Holder on October 22, 1996 of the right to purchase _______ 375,000 shares of TRC's common stock, which the Company represents equaled not less than 12.5% of the common stock of TRC on October 22, 1996, calculated on a fully diluted basis after exercise ("Base Amount"). Pursuant to the terms of the Original Warrant, the Base Amount increased on October 22, 1998 to 409,682 shares. As a result of the Merger, in light of Section 9(b) of the Original Warrant, the Base Amount is adjusted on the date hereof to 643,509 shares of the Company's common stock (the "Common Stock")) (calculated by multiplying 409,682 shares by 1.57075, which the exchange ratio used in the Merger, referred to herein as the "Exchange Ratio", and rounding all fractions upward to the next whole number) and the Company represents hereby grants to equal 3.0% of Holder the shares of capital stock outstanding on right to purchase the date hereof, calculated on a fully diluted basis and assuming exercise Base Amount (as adjusted from time to time pursuant to the terms of this Warrant, ) of Common Stock provided that in the event that (i) the Company's EBITDA (indebtedness evidenced by the Amended and Restated Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT -------------------------------- ------------------------------------------ October 22, 1999 699,259 shares of Common Stock, which is equal to 445,175 shares of TRC common stock prior to the Merger, the amount set forth in the Original Warrant multiplied by the Exchange Ratio. October 22, 2000 756,331 shares of Common Stock, which is equal to 481,509 shares of TRC common stock prior to the Merger, the amount set forth in the Original Warrant multiplied by the Exchange Ratio. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until November 30, 1999 and $3,215,200 for the fiscal year ending June 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder2001. For purposes of this Warrant Agreement the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE SIRROM CAPITAL INC. agreeing to subordinate its loan to CORPORATION d/b/a Tandem Capital, purchasing from the Company its 12.25% Subordinated Debenture due January __, 2003, in an the initial principal amount of Six [Two Million and no/100ths Dollars Dollars] ($6,000,000the "Debenture") pursuant to the terms of one or more secured promissory notes a Debenture Purchase Agreement, dated December __, 1997 among the Company, Tandem and Argosy Investment Partners, L.P. (as amended from time to time, collectively "Argosy") (the "Note") and related loan agreement dated May 29, 1998 (as amended from time to time, the "Loan Debenture Purchase Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ [Two Hundred Forty Thousand (240,000)] shares of the Company's common stock stock, par value $.01 per share (the "Common Stock"), which the Company represents to equal 3.0% of the . The shares of capital stock outstanding Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." The number of such shares and the Exercise Price (as defined below) are subject to adjustment as provided herein. The term "Warrant" as used herein includes this Warrant and any warrants delivered in exchange therefor as provided herein. This Warrant shall be exercisable at any time and from time to time during the term commencing on the date hereofhereof and ending at 5:00 p.m. Eastern time on January __, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June 30, 1999 and $3,215,200 for the fiscal year ending June 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder. For purposes of this Warrant Agreement the term "2003.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE CAPITAL INC. agreeing to subordinate its ODYSSEY INVESTMENT PARTNERS, L.P. making a loan to DynaGen, Inc., a Delaware corporation and sole shareholder of the Company in an amount of Six One Million and no/100ths Dollars ($6,000,0001,000,000.00) pursuant to the terms of one or more a secured promissory notes note of even date herewith (as amended from time to time, collectively the "Note") and related loan agreement dated May 29, 1998 of even date herewith (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 5% of the capital stock of the Company. The shares of capital stock outstanding Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time after such time as that certain Stock Purchase Warrant of even date herewith issued by DynaGen, Inc. in favor of Holder(s) ("Parent Warrant") has been terminated and this Warrant has been substituted for the Parent Warrant, but not later than August 31, 2002 (the "Expiration Date"). In exercising its rights and obligations hereunder, the Company agrees to treat the Holder no less favorably than it treats Sirrom Capital Corporation ("Sirrom") pursuant to the Stock Purchase Warrant issued by the Company to Sirrom on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June 30, 1999 and $3,215,200 for the fiscal year ending June 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder. For purposes of this Warrant Agreement the term ".

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE SIRROM CAPITAL INC. agreeing to subordinate its CORPORATION making a loan to Factory Card Outlet of America Ltd., an Illinois corporation and wholly owned subsidiary of the Company ("Subsidiary") in an amount of Six Four Million and no/100ths nol100ths Dollars ($6,000,0004,000,000) pursuant to the terms of one or more a secured promissory notes note dated November 15, 1995 (as amended from time to time, collectively the "Note") and related loan agreement dated May 29November 15, 1998 1995 (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ 23,658 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 2.5% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this WarrantWarrant ("Base Amount"), provided that in the event that (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for indebtedness evidenced by the fiscal year ending June 30Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: Date Base Amount --------------------------- ---------------------------------------- April 15, 1997 33,465 shares of Common Stock, or November 15, 1998 43,477 shares of Common Stock, or November 15, 1999 53,700 shares of Common Stock; and $3,215,200 for further provided that the fiscal year ending June issuance of the Common Stock hereunder is subject to the provisions of Section 3A. hereof The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until November 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder. For purposes of this Warrant Agreement the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE SIRROM CAPITAL INC. agreeing to subordinate its CORPORATION making a loan to Factory Card Outlet of America Ltd., an Illinois corporation and wholly owned subsidiary of the Company ("Subsidiary") in an amount of Six One Million and no/100ths no/lOOths Dollars ($6,000,0001,000,000) pursuant to the terms of one or more a secured promissory notes note of even date herewith (as amended from time to time, collectively the "Note") and related loan agreement dated May 29November 15, 1998 1995 (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ 6066 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 0.625% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this Warrant; provided, provided that in the event that (i) issuance of the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June 30, 1999 and $3,215,200 for the fiscal year ending June 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects Common Stock hereunder is subject to the Note, provisions of Section 3A hereof. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the related loan "Shares." This Warrant shall be exercisable at any time and collateral documents, and from time to time from the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December date hereof until July 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder2001. For purposes of this Warrant Agreement the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE CAPITAL INC. agreeing to subordinate its PETRA CAPITAL, LLC making a loan to Factory Card Outlet of America Ltd., an Illinois corporation and wholly owned subsidiary of the Company ("Subsidiary") in an amount of Six Three Million and no/100ths Dollars ($6,000,0003,000,000) pursuant to the terms of one or more a secured promissory notes note of even date herewith (as amended from time to time, collectively the "Note") and related loan agreement dated May 29, 1998 of even date herewith (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ 18,980 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 1.875% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this WarrantWarrant ("Base Amount"), provided that in the event that (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for indebtedness evidenced by the fiscal year ending June 30Note is outstanding on the following dates, the Base Amount shall be increased by the corresponding number of shares of Common Stock set forth below: Date Increase in Base Amount ---- ----------------------- January 1, 1998 7,592 shares of Common Stock July 1, 1999 and $3,215,200 for the fiscal year ending June 307,592 shares of Common Stock July 1, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount 2000 7,591 shares of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December 31, 1999, Common Stock The shares of Common Stock issuable upon exercise of this Warrant Agreement are hereinafter referred to as the "Shares." This Warrant shall terminate be exercisable at any time and Holder shall not be entitled from time to purchase any Shares (as hereinafter defined) hereundertime from the date hereof until July 1, 2001. For purposes of this Warrant Agreement the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE CAPITAL SIRROM INVESTMENTS, INC. agreeing to subordinate its making an additional loan to the Company in an amount of Six Two Million and no/100ths Dollars ($6,000,0002,000,000) pursuant to the terms of one or more a secured promissory notes note of even date herewith (as amended from time to time, collectively the "Note") and related loan agreement dated May 29March 6, 1998 1998, as now or hereafter amended, (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ 157,207 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 2% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant("Base Amount") including the Base Amount, provided that in the event that the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below (i) the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June 30"Outstanding Debt Rachets"): Date Base Amount ------------------------------- --------------------------------------------- February 2, 1999 and $3,215,200 for the fiscal year ending June 302001 320,964 shares of Common Stock, 2000, or (ii) which the Company receives additional cash equity or indebtedness subordinate represents equals 4% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. February 2, 2002 491,690 shares of Common Stock, which the Company represents equals 6% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. February 2, 2003 669,839 shares of Common Stock, which the Company represents equals 8% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. and further provided that if the Company repays the the Notes in all respects to the Note, the related loan and collateral documents, and the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December full by July 31, 1999, this Warrant Agreement the initial Base Amount shall terminate be decreased to 77,810 shares of Common Stock, which the Company represents equals 1% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. As disclosed in a schedule of shareholders provided to Holder, the foregoing calculation is based upon the assumption that certain outstanding shares currently in escrow will be cancelled according to a contractual arrangement. The actual cancellation cannot occur until the Company's audited financials for 1998 are available. If the contractual adjustment is other than as described on the referenced schedule, the Base Amount and Holder the other amounts of shares of Common Stock specified above shall not be entitled to purchase any Shares (as hereinafter defined) hereunder. For purposes of this Warrant Agreement the term "adjusted accordingly.

Issuance of Warrant; Term. (a) For and in consideration of FINOVA MEZZANINE SIRROM CAPITAL INC. agreeing to subordinate its CORPORATION making a loan to Factory Card Outlet of America Ltd., an Illinois corporation and wholly owned subsidiary of the Company ("Subsidiary") in an amount of Six One Million and no/100ths Dollars ($6,000,0001,000,000) pursuant to the terms of one or more a secured promissory notes note of even date herewith (as amended from time to time, collectively the "Note") and related loan agreement dated May 29November 15, 1998 1995 (as amended from time to time, the "Loan Agreement") to a senior credit facility from The Provident Bank in a principal amount not exceeding $10,000,000), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase _______ 6066 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal 3.0equals 0.625% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this Warrant; provided, provided that in the event that (i) issuance of the Company's EBITDA (as hereinafter defined) exceeds $2,700,000 for the fiscal year ending June 30, 1999 and $3,215,200 for the fiscal year ending June 30, 2000, or (ii) the Company receives additional cash equity or indebtedness subordinate in all respects Common Stock hereunder is subject to the Note, provisions of Section 3A hereof. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the related loan "Shares." This Warrant shall be exercisable at any time and collateral documents, and from time to time from the related security interests and liens in an amount of at least $3,000,000 pursuant to an arm's-length bona fide transaction prior to December date hereof until July 31, 1999, this Warrant Agreement shall terminate and Holder shall not be entitled to purchase any Shares (as hereinafter defined) hereunder2001. For purposes of this Warrant Agreement the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.