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EXHIBIT 10.20
WARRANT AGREEMENT
WARRANT AGREEMENT dated as of June 1, 2000, by and between Edelbrock
Corporation, a Delaware Corporation (the "Company"), and JG Engine Dynamic,
Inc., a California corporation and Automotive Systems Group, Inc., a California
corporation, jointly hereafter ("HOLDER").
RECITALS:
WHEREAS, the Company proposes to issue to HOLDER warrants (the
"Warrants") to purchase up to 80,000 shares (the "Warrant Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock"); and
WHEREAS, the Warrant issued pursuant to this Agreement is being issued
by the Company to HOLDER in partial consideration for the grant by HOLDER of a
license to the Company to make, use and sell certain products incorporating
certain intellectual property and other rights of HOLDER all as set forth in
that certain Product Development and Distribution Agreement of even date
herewith by and between the Company and HOLDER (the "Product Agreement").
NOW, THEREFORE, in consideration of the premises, the agreements herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
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1. Grant. On the terms and subject to the conditions set forth herein,
and unless this agreement is terminated prior to exercise in accordance with
Section 16 hereof, HOLDER is hereby granted the right to purchase, at any time
from [JUNE 1, 2001] until 5:00 P.M., Pacific Time, on [MAY 31, 2010] (the
"Warrant Exercise Term"), up to 80,000 Warrant Shares at an initial exercise
price per Warrant Share (subject to adjustment as provided in Article 8 hereof)
equal to the closing price of the Common Stock on the effective date of this
Agreement as reported on the Nasdaq national Market System ("Nasdaq") or, if no
shares of Common Stock were traded on that date, the closing price of the Common
Stock on the next preceding date on which a sale of Common Stock was reported by
Nasdaq.
2. Warrant Certificate. The warrant certificate (the "Warrant
Certificate") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions and other variations as
required or permitted by this Agreement.
3. Exercise of Warrants: Forfeiture.
3.1 Vesting of Warrant Shares. Subject to Section 3.2, the
Warrants shall vest and be exercisable as follows:
25% vesting annually on June 1st of each year for a period of
four (4) years with the first 25% vesting on June 1, 2001, until
fully vested.
Shares which are vested in accordance with Sections 3.1 and 3.2 hereof are
referred to herein as "Vested Shares." Shares which have not vested in
accordance with Sections 3.1 and 3.2 are referred to herein as "Non-Vested
Shares." Warrants may be exercised only for Vested Shares.
3.2 Termination of Vesting. Notwithstanding the foregoing, in the
event the Product Agreement, by and between the Company and HOLDER shall
terminate in accordance with its terms, the Warrants will cease to vest and
Warrants for all Non-Vested Shares shall be returned to the Company.
3.3 Cash Exercise. Warrants are exercisable, with respect to
Vested Shares and subject to the conditions set forth in this Agreement, by
payment of the applicable Exercise Price (as defined below) per Warrant Share,
in cash or by certified or official bank check to the order of the Company, or
any combination of cash or check, subject to adjustment as provided in Article 8
hereof. Upon surrender of the Warrant Certificate with the annexed Form of
Election to Purchase duly executed, together with payment of the Exercise Price
(as hereinafter defined) for the Warrant Shares purchased, at the Company's
principal offices (currently located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 90503) HOLDER shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. The purchase rights
represented by each Warrant Certificate are exercisable at the option of the
Holder, in whole or in part (but not as to fractional Warrant Shares) (but, in
any case, not for less than 1,000 Warrant Shares). In the case of the purchase
of less than all the Warrant Shares purchasable under any Warrant Certificate,
the Company shall cancel said Warrant Certificate upon the surrender thereof and
shall execute
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and deliver a new Warrant Certificate of like tenor for the balance of the
Warrant Shares purchasable thereunder.
3.4 Cashless Exercise. Assuming all conditions to exercise are
satisfied, at any time during the Warrant Exercise Term, the Holder may, at its
option, exchange the Warrant, in whole or in part (but, in any case, not for
less than 1,000 shares) (a "Warrant Exchange"), into the number of shares of
Common Stock determined in accordance with this Section 3.4, by surrendering
the Warrant Certificate at the principal office of the Company or at the office
of its transfer agent, accompanied by a notice stating such Holder's intent to
effect such exchange, the number of Warrant Shares to be exchanged and the
specific date (not earlier than the date of such surrender and not later than
three (3) business from the date of surrender (the "Exchange Date")) on which
the Holder requests that such Warrant Exchange occur (the "Notice of Exchange").
The Warrant Exchange shall take place on the Exchange Date. Certificates for the
shares of Common Stock issuable upon such Warrant Exchange and, if applicable, a
new warrant of like tenor evidencing the balance of the Warrant Shares remaining
subject to the Warrant, shall be issued as of the Exchange Date and delivered to
the Holder within seven (7) days following the Exchange Date. In connection with
any Warrant Exchange, the Warrant shall represent the right to subscribe for and
acquire the number of shares of Common Stock (rounded to the nearest integer)
equal to (i) the number of Vested Shares specified by the Holder in its Notice
of Exchange (the "Total Number") less (ii) the number of shares of Common Stock
equal to the quotient obtained by dividing (A) the product of the Total Number
and the then-current Exercise Price by (B) the market value of a share of Common
Stock on the Exchange Date, determined by the closing price as reported by
Nasdaq or by a national exchange. Warrants exchanged for shares of Common Stock
shall no longer entitle the HOLDER to purchase the number of Vested Shares so
exchanged, and in no event shall the Company be required to issue shares of
Common Stock hereunder in exchange for Warrants for Non-Vested shares.
4. Issuance of Certificates. Upon the exercise of the Warrants for cash
or upon a Warrant Exchange, the issuance of certificates for the Warrant Shares
purchased or issuable on exchange shall be made within three business days
without charge to the HOLDER including, without limitation, any tax which may be
payable by the Company in respect of the issuance thereof, and such certificates
shall be issued in the name of, or in such names as may be directed by, the
HOLDER.
The Warrant Certificate and the certificates representing the Warrant
Shares shall be executed on behalf of the Company by the manual or facsimile
signature of the present or any future Chairman or Vice Chairman of the Board of
directors or President or Vice President of the Company under its corporate seal
reproduced thereon, attested to by the manual or facsimile signature of the
present or any future Secretary or Assistant Secretary of the Company. The
Warrant Certificate and certificates representing the Warrant Shares shall be
dated the date of execution by the Company upon initial issuance, division,
exchange, substitution or transfer.
Upon exercise, in part or in whole, of the Warrants, certificates
representing the Warrant Shares shall bear a legend substantially similar to the
following:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE
EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE
COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE."
5. Investment Intent Representation.
5.1 The Warrants acquired hereunder are being acquired for
HOLDER's own account, and not with a view to the distribution thereof, except as
permitted under the Securities Act and the regulations thereunder. HOLDER has
not been organized for the sole purpose of investing in securities of the
Company, although such investment is consistent with its purposes.
5.2 HOLDER understands that the acquisition of the Warrants
represents a speculative investment, and HOLDER is able, without impairing its
financial condition, to hold the Warrants for an indefinite period of time and
to suffer a complete loss of its investment. HOLDER (knows how, and is able, to
retrieve from the Internet, and has had the opportunity to review, a copy of the
Company's Form 10-K for the year ending June 30, 1999, and all other public
documents filed with the Securities and Exchange Commission; and HOLDER has had
the opportunity to ask questions of the Company's management and has had access
to such other information about the Company as HOLDER has deemed necessary or
desirable to reach an informed and knowledgeable decision to acquire the
Warrants.
5.3 HOLDER understands that the Warrants will not be registered
under the Securities Act and will be issued to HOLDER without such registration
by reason of, among other things, reliance upon certain exemptions therefrom,
and that the reliance of the Company on such exemptions is predicated upon,
among other things, the bona fide nature of HOLDER's investment intent as
expressed herein.
5.4 HOLDER acknowledges that by reason of the business or
financial experience of its general partner and officers it has the ability to
bear the economic risk of his or its investment pursuant to this Agreement.
5.5 HOLDER, by its acceptance thereof, covenants and agrees that
the Warrant is being acquired as an investment and not with a view to the
distribution thereof.
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6. Registration Under the Securities Act of 1933. The Warrants and the
Warrant Shares have not been registered for purposes of public distribution
under the Securities Act of 1933, as amended (the "Act").
7. Price.
7.1 Initial and Adjusted Exercise Price. The initial per share
exercise price of the Warrant shall be equal to the closing price of the Common
Stock on the effective date of this Agreement as reported on the Nasdaq National
Market System ("Nasdaq") or, if no shares of Common Stock were traded on that
date, the Closing Price of the Common Stock on the next preceding date on which
a sale of Common Stock was reported by Nasdaq. The adjusted exercise price shall
be the price which shall result from time to time from any and all adjustments
of the initial exercise price in accordance with the provisions of Article 8
hereof.
7.2 Exercise Price. The term "Exercise Price" herein shall mean
the initial exercise price or the adjusted exercise price or the adjusted
exercise price, depending upon the context.
8. Adjustments of Exercise Price and Number of Warrant Shares. The
Exercise Price and number of Warrant Shares shall be subject to adjustment from
time to time as follows:
8.1 Certain Increases of Shares of Common Stock. If the number of
shares of Common Stock outstanding at any time after the date hereof is
increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, then, following the record
date fixed for determination of holders of Common Stock entitled to receive such
stock dividend, subdivision or split-up, the number of Warrant Shares and the
Exercise Price shall, on the payment date or exercise price thereof, as the case
may be, appropriately adjusted so that the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased and the Exercise Price
decreased in proportion to such increase of outstanding shares.
8.2 Certain Decreases of Shares of Common Stock. If the number of
shares of Common Stock outstanding at any time after the date hereof is
decreased by a combination of outstanding shares of Common Stock, the number of
Warrant Shares and the Exercise Price shall be appropriately adjusted so that
the number of shares of Common Stock issuable on exercise of each Warrant shall
be decreased and the Exercise Price increased in proportion to such decrease of
outstanding shares.
8.3 Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision or
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combination of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of the property of the
Company as an entirety, the Holders shall thereafter have the right to purchase
the kind and number of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance as if the Holders were the owners of the Warrant Shares (to the
extent vested) underlying the Warrant at a price equal to the product of (x) the
number of shares of Common Stock issuable upon conversion of the Warrant Shares
(to the extent vested) and (y) the Exercise Price prior to the record date for
such reclassification, change, consolidation, merger, sale or conveyance as if
such Holders had exercised the Warrant (to the extent vested).
8.4 Redemption of Warrant: Redemption of Warrant Shares.
Notwithstanding anything to the contrary contained in the Warrant or elsewhere,
the Warrant cannot be redeemed by the Company under any circumstances.
8.5 Subscription Rights for Shares of Common Stock or Other
Securities. In the case that the Company or an affiliate of the Company shall at
any time after the date hereof and prior to the exercise of the Warrant issue
any rights to subscribe for shares of Common Stock or any other securities of
the Company or of such affiliate to all the shareholders of the Company, the
Holder of the unexercised Warrant shall be entitled, in addition to the
securities receivable upon the exercise of the Warrant, to receive such rights
at the time such rights are distributed to the other shareholders of the
Company.
9. Exchange and Replacement of Warrant Certificates. The Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of the Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrant, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.
10. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Warrant Shares upon the
exercise of the Warrant, nor shall it be required to issue scrip or pay cash in
lieu of fractional interests, it being the intent of the parties that all
fractional interests shall be eliminated by rounding any fraction up to the
nearest whole number of Warrant Shares.
11. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrant and
conversion of the Warrant shares, such number of shares of Warrant Stock and
Common Stock as shall be issuable upon such exercise or conversion, as the
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case may be. The Company covenants and agrees that, upon exercise of the Warrant
and payment of the Exercise Price therefor (if a cash exercise), all shares of
Common Stock issuable upon such exercise shall be duly and validly issued, fully
paid, non-assessable and not subject to the preemptive rights of any
shareholder. As long as the Warrant shall be outstanding, the Company shall use
its best efforts to cause all Warrant Shares to be listed on or quoted by NASDAQ
or listed on such national securities exchanges as the Company's Common Stock is
listed.
12. Notices to Warrant Holder. Nothing contained in this Agreement shall
be construed as conferring upon the Holder the right to vote or to consent or to
receive notice as a shareholder in respect of any meetings of shareholders for
the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to
the expiration of the Warrants and their exercise, any of the following events
shall occur:
(a) the Company shall take a record of the holders of its shares
of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings,
as indicated by the accounting treatment of such dividend or
distribution on the books of the Company; or
(b) the Company shall offer to ail the holders of its Common
Stock any additional shares of capital stock of the company or
securities convertible into or exchangeable for shares of capital stock
of the Company, or any option, right or warrant to subscribe therefor;
or
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business as an
entirety shall be proposed;
then, in any one or more of said events, the Company shall give written notice
to the Holder of such event at least ten (10) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable securities or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.
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13. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the HOLDER, to the address as shown on the books of
the Company; or
(b) If to the Company, to the address set forth in Section 3 of
this Agreement or to such other address as the Company may designate by
notice to the Holder.
14. Supplements and Amendments. The Company and HOLDER may from time to
time supplement or amend this Agreement without the approval of HOLDER in order
to cure any ambiguity, to correct or supplement any provision contained herein
which may be defective or inconsistent with any provisions herein, or to make
any other provisions in regard to matters or questions arising hereunder which
the Company and HOLDER may deem necessary or desirable and which the Company and
the Underwriter deem not to adversely affect the interests of the Holder of the
Warrant.
15. Successors: Transfers; Assignments.
15.1 All the covenants and provisions of this Agreement by or for
the benefit of the Company and the Holder inure to the benefit of their
respective successors and assigns hereunder.
15.2 Warrants may not be transferred or assigned, in whole or in
part, to any party, without the prior consent of the Company (which consent
shall not be unreasonably withheld and may be conditioned on the agreement of
the transferee or assignee to be bound by the applicable terms of this
Agreement) and subject to compliance with applicable securities laws, provided,
that HOLDER may transfer Warrants to any person who assumes HOLDER's rights and
obligations under the License Agreement and shall be required to make such other
representations and warranties as may reasonably required by counsel to the
Licensee to effect such transfer or assignment.
15.3 HOLDER shall be entitled to transfer Warrant Shares at any
time subject to compliance with applicable securities laws.
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16. Termination. This Agreement shall terminate at the close of business
on May 31, 2010. Notwithstanding the foregoing, this Agreement will terminate on
any earlier date when the Warrant has been exercised and all securities
underlying the Warrant have been resold to the public.
17. Governing Law. This Agreement and the Warrant Certificate issued
hereunder shall be deemed to be in contract made under the laws of the State of
California and for all purposes shall be construed in accordance with the laws
of said State.
18. Benefits of This Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and HOLDER
any legal or equitable right, remedy or claim under this Agreement; and this
Agreement shall be for the sole and exclusive benefit of the Company and HOLDER.
19. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
[SEAL] EDELBROCK CORPORATION
By: /s/ XXXXXX XXXXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
Attest:
/s/ XXXXXXXX XXXXXXXXX-XXXX
-------------------------------
Name:
Title: Secretary
JG ENGINE DYNAMICS, INC.
By: /s/ XXXXXX XXXXXXXXX
-------------------------------
Name:
Title: President
AUTOMOTIVE SYSTEMS GROUP INC.
By: /s/ XXXXX XXXXXX
-------------------------------
Name:
Title: V. President
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WARRANTS
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER SUCH ACT RELATING TO
THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE
COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, STATING 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 AT ANY TIME FOR VESTED SHARES AT ANY TIME UNTIL
5:00 P.M., PACIFIC TIME, [MAY 31, 2010]
80,000 Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that X.X. ENGINE DYNAMICS, INC., a
California corporation and Automotive Systems Group, Inc., a California
corporation, jointly hereafter ("HOLDER"), or registered assigns, is the
registered holder of Warrants to purchase, subject to the terms hereof, at any
time until 5:00 p.m., Pacific time on May 31, 2010 ("Expiration Date"), up to
Eighty Thousand (80,000) fully-paid and non-assessable share(s) (the "Shares")
of Common Stock, par value $0.01 per share ("Common Stock"), of Edelbrock
Corporation, a Delaware corporation (the "Company"), at the initial exercise
price, subject to adjustment in certain events (the "Exercise Price"), of $11.00
per share, upon surrender of this Warrant Certificate and, if exercised for
cash, payment of the Exercise Price at an office or agency of the Company, but
subject in all respects to the terms and conditions set forth herein and in the
Warrant Agreement dated as of June 1, 2000, by and between the Company and
HOLDER (the "Warrant Agreement"). Payment of the Exercise Price may be made in
cash, or by certified or official bank check payable to the order of the
Company, or any combination of cash or check. Alternatively, Warrants may be
exchanged for Shares in a "cashless" exercise pursuant to the terms of the
Warrant Agreement. Unless otherwise provided, capitalized terms used herein
shall have the same meaning as in the Warrant Agreement.
No Warrant may be exercised after 5:00 P.M., Pacific time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.
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This Warrant shall vest and be exercisable as follows:
25% vesting annually on June 1 of each year for a period of four
years with the first 25% vesting on June 1, 2001, until fully
vested. Notwithstanding the foregoing, in the event the Product
Agreement by and between the Company and HOLDER dated June 1,
2000, shall terminate in accordance with its terms, the Warrants
will cease to vest and Warrants for all Non-Vested Share shall be
returned to the Company.
Warrants may be exercised only for Vested Shares.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to in a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.
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 thereupon 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 Warrants;
provided, however, that the failure of the Company to issue such new Warrant
Certificates 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 in the aggregate a like number
of Warrants 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 therewith.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such 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.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.
Dated: June 1, 2000 EDELBROCK CORPORATION
[SEAL] By: /s/ XXXXXX XXXXXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
Attest:
/s/ XXXXXXXX XXXXXXXXX-XXXX
-------------------------------
Name: Xxxxxxxx Xxxxxxxxx-Xxxx
Title: Secretary
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