EXHIBIT 10.34
THIS WARRANT AND THE SECURITIES SUBJECT HERETO HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT COVERING THE WARRANT AND/OR THE SECURITIES
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION
THEREFROM.
No. W- _______
October 17,1996
CONTINGENT STOCK WARRANT
To Subscribe for and Purchase Common Stock
of Corinthian Colleges, Inc.
Corinthian Colleges, Inc., a Delaware corporation (the "Company"), has
heretofore issued stock warrants to the person named below as the Initial Holder
(the "Initial Holder") and has also issued 18,750 shares of its Class B Common
Stock (the "Executive Stock") to certain executives of the Company pursuant to
Executive Stock Agreements dated as of June 30, 1995, as amended (the "Executive
Stock Agreements"). The Executive Stock Agreements provide that the shares of
Executive Stock will vest, in whole or in part, upon the occurrence of certain
specified events. In connection with various financing transactions in which the
Company is engaged, the Company has agreed to permit the Initial Holder, or
registered assigns, to purchase an amount of Common Stock from the Company based
upon the degree to which the Executive Stock vests as provided herein.
For purposes of this Contingent Stock Warrant:
1 The "Initial Holder" of this Contingent Stock Warrant is BOCP II,
Limited Liability Company.
2. The class of Common Stock which may be purchased under this
Contingent Stock Warrant is B.
3. The "Participation Percentage" is 4.21056%.
4. The terms and conditions of (including the definitions contained
in) the Stock Subscription Warrant attached hereto as Exhibit A shall, except to
the extent they are inconsistent with the terms and conditions hereof, apply to
and govern this Contingent Stock Warrant.
THE COMPANY HEREBY CERTIFIES that the Holder may purchase from the
Company, at the price of $0.01 per share, that number of shares of Common Stock
which equals the product of:
(A) the number of shares of Executive Stock which become vested
under the Executive Stock Agreements, and
(B) the Participation Percentage.
IN WITNESS WHEREOF, CORINTHIAN COLLEGES, INC. has caused this Warrant
to be signed by its duly authorized officers under its corporate seal, and this
Warrant to be dated as of October 17, 1996.
CORINTHIAN COLLEGES, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
(CORPORATE SEAL)
Attest:
/s/ Xxxxx X. XxXxxx
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