WILLIAMS. Name: Michael R. Williams Title: Senxxx Xxxx Xxxxxxxxx and Treasurer U.S. BANK, N.A., as Warrant Agent By: /s/ FRANK P. LESLIE ------------------------------- Name: Frank P. Leslie Title: Vice Prxxxxxxx EXHIBIT A [Form of Warrant Certificate] 135,000 Warrants No. 1 CUSIP No. Warrant Certificate ORBITAL SCIENCES CORPORATION This Warrant Certificate certifies that Cede & Co., or its registered assigns, is the registered holder of Warrants, expiring August 15, 2006 (the "WARRANTS"), to purchase common stock, par value $.01 per share (the "COMMON STOCK"), of Orbital Sciences Corporation, a Delaware corporation (the "COMPANY"). Each Warrant initially entitles the registered holder upon exercise at any time from 9:00 a.m., New York City time, on the date immediately following the Mandatory Separation Date (as defined in the Warrant Agreement) (the "EXERCISE DATE") until 5:00 p.m., New York City time, on August 15, 2006, the Expiration Date, to receive from the Company 122.23 fully paid and nonassessable shares of Common Stock (the "WARRANT SHARES") at the initial exercise price (the "EXERCISE PRICE") of $3.86 per share payable upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Exercise Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and to the extent not exercised by such time Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in New York, including, without limitation Sections 5-1401 and 5- 1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practices Laws and Rules.
WILLIAMS. Russell, the Corporations and the Parent shall each execute and deliver the stockholders agreement in the form of Exhibit G annexed hereto and made a part hereof (the “Stockholders Agreement”);
WILLIAMS. Montana [to come] -------------------------------------------------------------------------------- Nebraska
WILLIAMS. (SEAL) (SEAL) ------------------------------- --------------------------------- CHARLES M. JONES III LARRY WILLSON Signed, sealxx xxx xxxxxxred in the presence of: /s/ signed ------------------------------- Unofficial Witness As To Taylor D. Bankston /s/ Linda P. Cox ------------------------ /s/ Taylor D. Bankston Notary Public ------------------------------- Notary Public My Commission Expires: April 24, 2004 ---------------- [NOTARIAL SEAL] Date executed by Seller: SELLER: ------------------------------- HERITAGEBANK OF THE SOUTH, a federally-chartered mutual savings association By: ---------------------------- Its: ---------------------------- Title: ---------------------------- [CORPORATE SEAL] Attest: ---------------------------- Its: ---------------------------- Title: ---------------------------- Signed, sealed and delivered in the presence of: ------------------------------ Unofficial Witness ------------------------------ Notary Public My Commission Expires: ---------------------- [NOTARIAL SEAL]
WILLIAMS. My Commission expires: Notary Public
WILLIAMS. Non-Competxxxxx xxx Xxx-Xxxxxosure Agreement dated as of January 29, 2002 between Kendle and Yolanda F.
WILLIAMS. Employment Agreement dated xx xx Januaxx 00, 0000 xxxxxxx Kendle and Yolanda F.
WILLIAMS. J. HILLER HARDIE ---------------- Xxx-Competition xxx Xxx-Xixxxxxxre Agreement dated as of January 29, 2002 between Kendle and J. Hiller Hardie.
WILLIAMS. Date_____ _________ WITNESSED BY: -------------------------------------------- -------------------------------------------- Date
WILLIAMS. Xxxxxx X. Williams Date
