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EXHIBIT 4.2
WARRANT AGREEMENT
BETWEEN
CAL-MAINE FOODS, INC.
AND
XXXXXXX INVESTMENT COMPANY, INC.
-----------------
WARRANTS FOR PURCHASE OF 250,000 SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE, OF CAL-MAINE FOODS, INC.
WARRANTS VOID AFTER ____________ _____, 2001
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WARRANT AGREEMENT, dated as of _____________, 1996, between CAL-MAINE
FOODS, INC. (the "Company") and XXXXXXX INVESTMENT COMPANY, INC. (the
"Representative").
W I T N E S S E T H:
WHEREAS, the Company proposes to issue to the Representative warrants
("Warrants") to purchase up to an aggregate of 250,000 shares of Common Stock,
$0.01 par value, of the Company; and
WHEREAS, the Representative has agreed pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof between
the Company and the several Underwriters listed therein to act as the
Representative in connection with the Company's proposed public offering of up
to 2,875,000 shares of Common Stock (including 800,000 shares being sold by a
Selling Stockholder) at a public offering price of $_____ per share of Common
Stock (the "Public Offering"); and
WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Underwriting
Agreement) by the Company to the Representative in consideration for, and as
part of the Representative's compensation in connection with, the
Representative acting as the Representative pursuant to the Underwriting
Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the parties hereto agreed as follows:
THE REPRESENTATIVE (OR ITS DESIGNEES) IS HEREBY GRANTED THE RIGHT TO
PURCHASE, AT ANY TIME FROM ____________, 1997, UNTIL 5:00 P.M., PACIFIC TIME,
ON ____________, 2001, UP TO AN AGGREGATE OF 250,000 SHARES OF COMMON STOCK AT
AN INITIAL EXERCISE PRICE (SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 3
HEREOF) OF $_______ PER SHARE OF COMMON STOCK SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
The Warrants issued pursuant hereto are subject to the following terms
and conditions:
1. DEFINITIONS OF CERTAIN TERMS. Except as may be otherwise
clearly required by the context, the following terms have the following
meanings:
(a) "Act" means the Securities Act of 1933, as amended.
(b) "Closing Date" means the date on which the Offering is closed.
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(c) "Commission" means the Securities and Exchange Commission.
(d) "Common Stock" means the common stock, $0.01 par value, of the
Company.
(e) "Company" means Cal-Maine Foods, Inc., a Delaware corporation.
(f) "Company's Expenses" means any and all expenses payable by the
Company or the Warrantholder in connection with the offering described in the
Registration Statement, as defined below, except the Warrantholder's Expenses.
(g) "Effective Date" means the date on which the Registration
Statement is declared effective by the Commission.
(h) "Exercise Price" means the price at which the Warrantholder
may purchase one Share (or other Securities obtainable in lieu of one Share)
upon exercise of a Warrant as determined from time to time pursuant to the
provisions hereof. The initial Exercise Price is $_________ per Share.
(i) "Offering" means the public offering of Shares made pursuant
to the Registration Statement.
(j) "Participating Underwriter" means any underwriter
participating in the sale of the Shares pursuant to the Registration Statement,
as defined below.
(k) "Registration Statement" means the Company's registration
statement (File No.333-______), as amended on the Closing Date.
(l) "Rules and Regulations" means the rules and regulations of the
Commission adopted under the Act.
(m) "Securities" means the securities obtained or obtainable upon
exercise of the Warrant(s) or securities obtained or obtainable upon exercise,
exchange, or conversion of such securities.
(n) "Share" means, as appropriate, either (i) a share of Common
Stock which is one of the shares of Common Stock offered to the public through
the prospectus included in the Registration Statement or (ii) an identical
share of Common Stock for which a Warrant is initially exercisable.
(o) "Warrant Certificate" means the certificate evidencing the
Warrant(s), a form of which is annexed hereto as Exhibit A.
(p) "Warrantholder" means the record holder of the Warrant(s) or
Securities. The initial Warrantholder is Xxxxxxx Investment Company, Inc.
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(q) "Warrantholder's Expenses" means the sum of: (i) the aggregate
amount of cash payments made to an underwriter, underwriting syndicate, or
agent in connection with a public offering described in Section 6 hereof
multiplied by a fraction the numerator of which is the aggregate sales price of
the Securities sold by such underwriter, underwriting syndicate, or agent in
such offering and the denominator of which is the aggregate sales price of all
of the Securities sold by such underwriter, underwriting syndicate, or agent in
such offering and (ii) all out-of-pocket expenses of the Warrantholder, except
for the fees and disbursements of one firm retained as legal counsel for the
Warrantholder that will be paid by the Company.
(r) "Warrant(s)" means the warrant(s) evidenced by the Warrant
Certificate, any similar certificate issued in connection with the Offering, or
any certificate obtained upon transfer or partial exercise of the Warrant(s)
evidenced by any such certificate.
2. EXERCISE OF WARRANT(S).
(a) All or any part of the Warrant may be exercised during a
four-year period commencing on the first anniversary of the Effective Date and
ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by
surrendering the Warrant Certificate, together with appropriate instructions,
duly executed by the Warrantholder or by its duly authorized attorney, at the
office of the Company, 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000,
or at such other office or agency as the Company may designate. Upon receipt of
notice of exercise, the Company shall immediately instruct its transfer agent
to prepare certificates for the Securities to be received by the Warrantholder
upon completion of the Warrant exercise. When such certificates are prepared,
the Company shall notify the Warrantholder and deliver such certificates to the
Warrantholder (or as otherwise designated by the Warrantholder's written
instructions) immediately upon payment in full by the Warrantholder, in lawful
money of the United States, of the Exercise Price payable with respect to the
Securities being purchased. If the Warrantholder shall represent and warrant
that all applicable registration and prospectus delivery requirements for their
sale have been complied with upon sale of the Securities received upon exercise
of the Warrant(s), such certificates shall not bear a legend with respect to
the Act.
If fewer than all the Securities purchasable under the Warrant(s) are
purchased, the Company will, upon such partial exercise, execute and deliver to
the Warrantholder a new Warrant Certificate (dated the date hereof), in form
and tenor similar to the Warrant Certificate, evidencing that portion of the
Warrant not exercised. The Securities to be obtained on exercise of the
Warrant(s) will be deemed to have been issued, and any person exercising the
Warrants will be deemed to have become a holder of record of those Securities
as of the date of the payment of the Exercise Price.
(b) In addition to the method of payment set forth in paragraph
(a) of this Section 2 and in lieu of any cash payment required thereunder, the
Warrantholder shall have the right at any time and from time to time to
exercise the Warrant(s) in full or in part by surrendering the
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Warrant Certificate in the manner specified herein in exchange for the number
of shares of Common Stock equal to the quotient derived from DIVIDING the
NUMERATOR (which shall be an amount equal to the DIFFERENCE BETWEEN: (I) the
number of shares of Common Stock or other Securities as to which the Warrant is
being exercised MULTIPLIED by the per share Market Price, AND (II) the number
of shares of Common Stock or other Securities as to which the Warrant is being
exercised MULTIPLIED by the Exercise Price) BY the DENOMINATOR which shall be
the per share Market Price of the Common Stock. Solely for the purposes of
this paragraph, Market Price shall be calculated either: (i) on the date on
which the form of election attached hereto is deemed to have been sent to the
Company pursuant to Section 10 hereof (Notice Date") or (ii) as the average of
the Market Prices for each of the five trading days preceding the Notice Date,
whichever of (i) or (ii) is greater.
As used herein, the term "Market Price" at any date shall be deemed to
be, when referring to the Common Stock, the last reported sale price, or, in
case no such reported sale takes place on such day, the average of the last
reported sale prices for the last three (3) trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading or by the NASDAQ Stock Market ("NSM"),
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the average closing bid price as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through NASDAQ or similar organization if NASDAQ is no longer reporting such
information, or if the Common Stock is not quoted on NASDAQ, as determined in
good faith (using customary valuation methods) by resolution of the members of
the Board of Directors of the Company, based on the best information available
to it.
3. ADJUSTMENTS IN CERTAIN EVENTS. The number, class, and price
of Securities for which the Warrant Certificate may be exercised are subject to
adjustment from time to time upon the happening of certain events as follows:
(a) If the outstanding shares of the Company's Common Stock are
divided into a greater number of shares or a dividend in stock is paid on the
Common Stock, the number of shares of Common Stock for which the Warrant(s) is
(are) then exercisable will be proportionately increased and the Exercise Price
will be proportionately reduced; and, conversely, if the outstanding shares of
Common Stock are combined into a smaller number of shares of Common Stock, the
number of shares of Common Stock for which the Warrant(s) is (are) then
exercisable will be proportionately reduced and the Exercise Price will be
proportionately increased. The increases and reductions provided for in this
paragraph (a) of Section 3 will be made with the intent and, as nearly as
practicable, the effect that neither the percentage of the total equity of the
Company obtainable on exercise of the Warrant(s) nor the price payable for such
percentage upon such exercise will be affected by any event described in this
paragraph (a) of Section 3.
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(b) In case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, partial or complete
liquidation, purchase of substantially all the assets of the Company, or other
change in the capital structure of the Company, then, as a condition of such
change, lawful and adequate provision will be made so that the holder of the
Warrant Certificate will have the right thereafter to receive upon the exercise
of the Warrant(s) the kind and amount of shares of stock or other securities or
property which it would have been entitled if, immediately prior to such event,
it had held the number of shares of Common Stock obtainable upon the exercise
of the Warrant(s). In any such case, appropriate adjustment will be made in
the application of the provisions set forth herein with respect to the rights
and interest thereafter of the Warrantholder, to the end that the provisions
set forth herein will thereafter be applicable, as nearly as reasonably may be,
in relation to any shares of stock or other property thereafter deliverable
upon the exercise of the Warrant(s). The Company will not permit any change in
its capital structure to occur unless the issuer of the shares of stock or
other securities to be received by the holder of the Warrant Certificate, if
not the Company, agrees to be bound by and comply with the provisions of the
Warrant Certificate.
(c) When any adjustment is required to be made in the number of
shares of Common Stock or other securities, or property purchasable upon
exercise of the Warrant(s), the Company will promptly determine the new number
of such shares or other securities or property purchasable upon exercise of the
Warrant(s) and (i) prepare and retain on file a statement describing in
reasonable detail the method used in arriving at the new number of such shares
or other securities or property purchasable upon exercise of the Warrant(s) and
(ii) cause a copy of such statement to be mailed to the Warrantholder within
thirty (30) days after the date of the event giving rise to the adjustment.
(d) No fractional shares of Common Stock or other securities will
be issued in connection with the exercise of the Warrant(s), but the Company
will pay, in lieu of fractional shares, a cash payment therefor on the basis of
the Market Price as that term is defined in paragraph (b) of Section 2.
(e) If preferred securities of the Company or securities of any
subsidiary of the Company are distributed pro rata to holders of any or all of
the Company's securities, such number of securities will be distributed to the
Warrantholder or its assignee upon exercise of its rights hereunder as such
Warrantholder or assignee would have been entitled to if the Warrant
Certificate had been exercised prior to such distribution. The provisions with
respect to adjustment of the Common Stock provided in this Section 3 will also
apply to the preferred securities and securities of any subsidiary to which the
Warrantholder or his assignee is entitled under this paragraph (e) of Section
3.
(f) Notwithstanding anything herein to the contrary, there will be
no adjustment made hereunder on account of the sale of the Common Stock or
other Securities purchasable upon exercise of the Warrant(s).
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4. RESERVATION OF SHARES. The Company agrees that the number
of shares of Common Stock or other Securities sufficient to provide for the
exercise of the Warrant(s) upon the basis set forth above will at all times
during the term of the Warrant(s) be reserved for exercise.
5. VALIDITY OF SECURITIES. All Securities delivered pursuant the
exercise of the Warrant(s) will be duly and validly issued in accordance with
their terms, and the Company will pay all documentary and transfer taxes, if
any, in respect of the original issuance thereof upon exercise of the
Warrant(s).
6. REGISTRATION OF SECURITIES ISSUABLE ON EXERCISE OF WARRANT(S).
(a) The Company shall register the Securities with the Commission
pursuant to the Act so as to allow the unrestricted sale of the Securities to
the public from time to time during a five year period commencing on the first
anniversary of the Effective Date and ending at 5:00 p.m. Pacific Time on the
fifth anniversary of the Effective Date (the "Registration Period"). The
Company shall also file such applications and other documents necessary to
permit the sale of the Securities to the public during the Registration Period
in those states in which the Shares were qualified for sale in the Offering or
such other states as to which the Company and the Warrantholder agree. In
order to comply with the provisions of this Section 6(a), the Company shall not
be required to file more than one registration statement. No registration right
of any kind, "piggyback" or otherwise, is required to be in effect longer than
five years from the Closing Date.
(b) The Company shall pay all of the Company's Expenses and each
Warrantholder will pay its pro rata share of the Warrantholder's Expenses
relating to the registration, offer, and sale of the Securities.
(c) Except as specifically provided herein, the manner and conduct
of the registration, including the contents of the registration statement, will
be entirely in the control and at the discretion of the Company. The Company
shall file such post-effective amendments and supplements as may be necessary
to maintain the currency of the registration statement during the period of its
use. In addition, if the Warrantholder participating in the registration is
advised by counsel that the registration statement, in its opinion, is
deficient in any material respect, the Company shall use its best efforts to
cause the registration statement to be amended to eliminate the concerns
raised.
(d) The Company shall furnish to the Warrantholder the number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as the Warrantholder may
reasonably request in order to facilitate the disposition of Securities owned
by it.
(e) The Company shall, at the request of Warrantholder: (i)
furnish an opinion of the counsel representing the Company for the purposes of
the registration pursuant to this
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Section 6, addressed to the Warrantholder and any Participating Underwriter,
(ii) furnish an appropriate letter from the independent public accountants of
the Company, addressed to the Warrantholder and any Participating Underwriter,
and (iii) make representations and warranties to the Warrantholder and any
Participating Underwriter. A request pursuant to this subsection (e) may be
made on three occasions. The documents required to be delivered pursuant to
this subsection (e) will be dated within 30 days of the request and will be, in
form and substance equivalent to similar documents furnished to the
underwriters in connection with the Offering, with such changes as may be
appropriate in light of changed circumstances.
7. INDEMNIFICATION IN CONNECTION WITH REGISTRATION.
(a) In connection with its registration obligations, the Company
shall indemnify and hold harmless the selling Warrantholder, any person who
controls the selling Warrantholder within the meaning of the Act, and any
Participating Underwriter against any losses, claims, damages, or liabilities,
joint or several, to which the Warrantholder, controlling person, or
Participating Underwriter may be subject under the Act or otherwise; and it
shall reimburse each Warrantholder, each controlling person, and each
Participating Underwriter for any legal or other expenses reasonably incurred
by the Warrantholder, controlling person, or Participating Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability, or action, insofar as such losses, claims, damages, or liabilities,
joint or several (or actions in respect thereof), arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any such registration statement or
any preliminary prospectus or final prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Company
will not be liable in any case to the extent that any loss, claim, damage, or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in any registration statement,
preliminary prospectus, final prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
by the Warrantholder or any person controlling the Warrantholder or any
Participating Underwriter for use in the preparation thereof. The indemnity
agreement contained in this subparagraph (a) will not apply to amounts paid to
any claimant in settlement of any suit or claim unless such payment is first
approved by the Company, such approval not to be unreasonably withheld or
delayed.
(b) The selling Warrantholder, as a condition of the Company's
registration obligation, shall indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed any registration statement
or other filing or any amendment or supplement thereto, and any person who
controls the Company within the meaning of the Act, against any losses, claims,
damages, or liabilities to which the Company or any such director, officer, or
controlling person may become subject under the Act or otherwise, and shall
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, or controlling person in connection with investigating
or defending any such
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loss, claim, damage, liability, or action, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue or alleged untrue statement of any material fact
contained in said registration statement, any preliminary or final prospectus,
or other filing, or any amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission was made in said registration
statement, preliminary or final prospectus, or other filing, or amendment or
supplement, in reliance upon and in conformity with written information
furnished by the Warrantholder or any person controlling the Warrantholder or
any Participating Underwriter for use in the preparation thereof; provided,
however, that the indemnity agreement contained in this subparagraph (b) shall
not apply to amounts paid to any claimant in settlement of any suit or claim
unless such payment is first approved by the Warrantholder, such approval not
to be unreasonably withheld or delayed.
(c) Promptly after receipt by an indemnified party under
subparagraphs (a) or (b) above of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, notify the indemnifying party of the
commencement thereof, but the omission to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
otherwise than under subparagraphs (a) and (b).
(d) If any such action is brought against any indemnified party
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
parry; and after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
8. RESTRICTIONS ON TRANSFER. The Warrant Certificate and the
Warrant(s) may not be sold, transferred, assigned or hypothecated except to
underwriters of the Offering or to individuals who are either a partner or an
officer of such an underwriter or by will or by operation of law. The
Warrant(s) may only be exercised by one of the aforesaid persons or by a
successor entity or legal representative. The Warrant(s) may be divided or
combined, upon request to the Company by the Warrantholder, into a certificate
or certificates evidencing the same aggregate number of Warrants.
9. NO RIGHTS AS A STOCKHOLDER. Except as otherwise provided
herein, the Warrantholder will not, by virtue of ownership of the Warrant(s),
be entitled to any rights of a stockholder of the Company but will, upon
written request to the Company, be entitled to receive such quarterly or annual
reports as the Company distributes to its stockholders.
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10. NOTICE. Any notices required or permitted to be given
hereunder will be in writing and may be served personally or by mail; and if
served will be addressed as follows:
If to the Company:
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxx X. Xxxxx, Xx.,
Chairman of the Board
If to the Warrantholder:
at the address furnished
by the Warrantholder to the
Company for the purpose of
notice.
Any notice so given by mail will be deemed effectively given 48 hours
after mailing when deposited in the United States mail, registered or certified
mail, return receipt requested, postage prepaid and addressed as specified
above. Any party may by written notice to the other specify a different address
for notice purposes.
11. APPLICABLE LAW. This Warrant Agreement and the Warrant(s)
issuable pursuant to the provisions hereof will be governed by and construed in
accordance with the laws of the State of Oregon, without reference to conflict
of laws principles thereunder. All disputes relating to this Warrant Agreement
and/or the Warrant(s) issuable hereunder shall be tried before the courts of
Oregon located in Multnomah County, Oregon to the exclusion of all other courts
that might have jurisdiction.
Dated as of , 1996
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CAL-MAINE FOODS, INC.
By:
---------------------------------
---------------------------------
Agreed and Accepted as of ,1996
------- ---
XXXXXXX INVESTMENT COMPANY, INC.
By:
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EXHIBIT A
[FORM OF WARRANTS CERTIFICATE]
THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON RECEIPT BY THE ISSUER
OF AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., PACIFIC TIME, ________, 2001
NO. W- WARRANTS TO PURCHASE
250,000 SHARES OF COMMON STOCK
WARRANT CERTIFICATE
This WARRANT CERTIFICATE certifies that _________, or registered
assigns, is the registered holder of a Warrant to purchase initially, at any
time from _______, 1997 until 5:00 p.m., Pacific time, on _______, 2001
("Expiration Date"), up to _________________ fully-paid and non-assessable
shares of common stock, $.01 par value (the "Common Stock"), of CAL-MAINE
FOODS, INC., a Delaware corporation (the "Company"), at the initial exercise
price, subject to adjustment in certain events (the "Exercise Price"), of $____
per share of Common Stock upon surrender of this Warrant Certificate and
payment of the Exercise Price in cash or in warrants as provided in paragraphs
(a) and (b), as the case may be, of Section 2 of the Warrant Agreement (defined
below) at an office or agency of the Company, but subject to the conditions set
forth herein and in the Warrant Agreement dated as of __________, 1996 between
the Company and Xxxxxxx Investment Company, Inc. (the "Warrant Agreement").
Payment of the Exercise Price, where payment is made in cash pursuant to
paragraph (a) of Section 2 of the Warrant Agreement, shall be made by certified
or official bank check in New York Clearing House funds payable to the order of
the Company or, where payment is made
A-1
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in Warrant(s) pursuant to paragraph (b) of Section 2 of the Warrant Agreement,
by surrender of this Warrant Certificate, as provided in the Warrant Agreement.
The Warrant(s) may not be exercised after 5:00 p.m., Pacific time, on
the Expiration Date, at which time the Warrant(s) shall become null and void.
The Warrants evidenced by this Warrant Certificate have been issued
pursuant to the Warrant Agreement, dated as of _______, 1996, between Cal-Maine
Foods, Inc. and Xxxxxxx Investment Company, Inc. (the "Warrant Agreement")
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations and duties thereunder of the Company and the
holder (the word "holder" meaning the registered holder) of the Warrant(s).
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's
securities issuable upon exercise of the Warrant(s) may, subject to certain
conditions, be adjusted. In such event, the Company will, at the request of
the holder, issue a new Warrant Certificate evidencing the adjustment in the
Exercise Price and the number and/or type of securities issuable upon the
exercise of the Warrant(s); provided, however, that the failure of the Company
to issue such new Warrant Certificate shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Warrant
Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing a like number of securities
for which this Warrant may be exercised shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax or
other governmental charge imposed in connection with such transfer.
Upon the exercise of less than all of the securities for which this
Warrant may be exercised, the Company shall forthwith issue to the holder
hereof a new Warrant Certificate representing the remaining number of
unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
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All terms use in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.
Dated as of , 1996
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CAL-MAINE FOODS, INC.
[Seal]
By:
-------------------------
Name:
Title:
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FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2(a)
OF THE BELOW DESCRIBED WARRANT AGREEMENT
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase ___________________
shares of Common Stock and herewith tenders in payment for such securities a
certified or official bank check payable in New York Clearing House funds to
the order of Cal-Maine Foods, Inc. in the amount of $________________, all in
accordance with the terms of Section 2(a) of the Warrant Agreement, dated as
of ____________, 199___, between Cal-Maine Foods, Inc. and Xxxxxxx Investment
Company, Inc. The undersigned requests that a certificate for such securities
be registered in the name of _____________________ whose address is
__________________________ and that such certificate be delivered to
______________ whose address is _____________________________.
Dated:
Signature
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(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant
Certificate)
---------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
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FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2(b)
OF THE BELOW DESCRIBED WARRANT AGREEMENT
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase __________________ shares
of Common Stock and herewith tenders in payment for such securities such number
of the Warrant(s) as shall be determined in accordance with the terms of
Section 2(b) of the Warrant Agreement, dated as of _________, 1996, between
Cal-Maine Foods, Inc. and Xxxxxxx Investment Company, Inc. The undersigned
requests that a certificate for such securities be registered in the name of
_________________________whose address is_________________________________and
that such certificate be delivered to __________________ whose address is
________________________________________. The undersigned also requests that a
certificate for the remaining number of unexercised warrants be registered in
the name of ___________________ whose address is
______________________________________ and that such certificate be delivered
to ________________________ whose address is
______________________________________________.
Dated:
Signature
------------------------------
(Signature must conform in all
respects to name of Holder as
specified on the face of the Warrant
Certificate)
---------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
A-5
16
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate or any part thereof, such
assignment to be subject to restrictions of the Warrant Agreement
referred to in the Warrant Certificate.)
FOR VALUE RECEIVED, ______________________ hereby sells, assigns and
transfers unto
--------------------------------------------------------------------------------
(Please print name and address of transferee)
[this Warrant Certificate] [________ warrants exercisable pursuant to this
Warrant Certificate], together with all right, title and interest therein. The
undersigned requests that a certificate for such securities be registered in
the name of _________________________whose address
is_________________________________and that such certificate be delivered to
__________________ whose address is ________________________________________.
The undersigned also requests that a certificate for the remaining number of
unexercised warrants be registered in the name of ___________________ whose
address is ______________________________________ and that such certificate be
delivered to ________________________ whose address is
______________________________________________.
Dated:
------------------
Signature
------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant
Certificate)
---------------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)
A-6
