Contract
6 “Warrant” means a warrant issued pursuant to the terms of this Purchase Agreement, the form of which is attached hereto as Exhibit A. 4.2 Notices. All notices and other communications required or permitted hereunder shall be effective if in writing and (a) delivered personally, (b) sent by email with confirmation of receipt, or (c) sent by overnight courier, in each case, at the addresses set forth in Section 5(h) of the Warrant or to such other address as any party hereto shall have provided in a written notice to the other parties. 4.3 Successors and Assigns. This Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Company, successors to the Company and its assigns, and, in addition, shall inure to the benefit of and be enforceable by each holder from time to time of any Warrant and/or Warrant Shares who, upon acceptance thereof, shall, without further action, be entitled to enforce the applicable provisions and enjoy the applicable benefits hereof and thereof. The Company may not assign any of its rights or obligations hereunder without the written consent of each of the Purchasers. 4.4 Amendment. This Purchase Agreement may be amended only by a written instrument signed by the Company and each Purchaser. The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Purchase Agreement unless each holder of the Warrants or Warrant Shares entitled to the benefit of any such provision shall be informed thereof by the Company, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and shall be offered and paid such remuneration and granted such security on the same terms. 4.5 Waiver. Any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions herein. Any agreement on the part of a party hereto to any such extension or waiver shall only be valid as to such party if set forth in an instrument in writing signed by such party. 4.6 Severability. In the event that any one or more of the provisions hereof, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired; it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 4.7 Governing Law. All questions concerning the construction, validity and interpretation of this Purchase Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Tupperware Brands Corporation Warrant Purchase Agreement Signature Page IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. COMPANY: TUPPERWARE BRANDS CORPORATION Address for Notice: 00000 Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Treasurer By:_/s/ Xxxxx X. Xxxxxxx____________________________ Name: Xxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and Secretary With a copy to (which shall not constitute notice): E-mail: xxxxxxxxxxxxx@xxxxxxxxxx.xxx [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASERS FOLLOWS]
[PURCHASER SIGNATURE PAGES TO TUPPERWARE WARRANT PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Warrant Purchase Agreement to be duly executed by its respective authorized signatory(ies) as of the date first indicated above. Name of Purchaser: Xxxxx Fargo Bank, National Association Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxxxxx X. Xxxxxxxx___________ Name of Authorized Signatory: _ Xxxxxxxxxx X. Xxxxxxxx _________________________ Title of Authorized Signatory: _EVP__________________________________________ Email Address of Authorized Signatory:_xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx_____ Address for Notice to Purchaser: Address for Delivery of Warrants to Purchaser (if not same as address for notice): Number of Warrant Shares: __502,570_____________ [SIGNATURE PAGE CONTINUED]
[PURCHASER SIGNATURE PAGES TO TUPPERWARE WARRANT PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Warrant Purchase Agreement to be duly executed by its respective authorized signatory(ies) as of the date first indicated above. Name of Purchaser: Dearborn Street Holdings, LLC – Series 42 Signature of Authorized Signatory of Purchaser: /s/ Xxxx Xxxx _____ Name of Authorized Signatory: _ Xxxx Xxxx ________________________ Title of Authorized Signatory: _Managing Director_____________________________ Email Address of Authorized Signatory:_xxxx.xxxx@xxx.xxx _____ Address for Notice to Purchaser: Dearborn Street Holdings LLC %BMO Xxxxxx Bank Attn: Xxxxxxxx Xxxx – 000/0X 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Address for Delivery of Warrants to Purchaser (if not same as address for notice): Dearborn Street Holdings LLC %BMO Xxxxxx Bank Attn: Xxxxxxxx Xxxx – 000/0X 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Number of Warrant Shares: __354,075_____________ [SIGNATURE PAGE CONTINUED]
EXHIBIT A Form of Warrant (See attached.)