Exhibit 10.9
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JANUARY
26, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A WARRANT
AGREEMENT (THE "WARRANT AGREEMENT") AND A GUARANTY AGREEMENT EACH DATED AS OF
JANUARY 26, 2002, AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY"), THE
PURCHASER REFERRED TO THEREIN AND THE OTHER PARTIES THERETO. THE TRANSFER OF
THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN SUCH AGREEMENTS AND
THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS CERTIFICATE UNLESS
SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF
SUCH AGREEMENTS WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.
THE SHARES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF
EACH CLASS AND SERIES OF CAPITAL STOCK OF THE COMPANY SET FORTH IN THE COMPANY'S
CERTIFICATE OF INCORPORATION. THE COMPANY WILL FURNISH A COPY OF SUCH
CERTIFICATE OF INCORPORATION TO THE HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE,
UPON WRITTEN REQUEST.
No: 1 76,082 Warrants
Warrant Certificate
SF HOLDINGS GROUP, INC.
This Warrant Certificate certifies that XXXXXXXXX & COMPANY, INC., or registered
assigns, is the registered holder (the "Holder") of the number of Warrants (the
"Warrants") set forth above to purchase common stock, par value $.001 per share
(the "Common Stock"), of SF HOLDINGS GROUP, INC., a Delaware corporation (the
"Company"). Each Warrant entitles Holder to receive from the Company one fully
paid and nonassessable share of Common Stock (a "Warrant Share"), at the initial
exercise price (the "Exercise Price") of $ 0.01, payable in lawful money of the
United States of America, upon exercise by surrender of this Warrant Certificate
and payment of the Exercise Price at the office of the Company designated for
such purpose at any time on or after January 26, 2002, until 5:00 p.m. (New York
time) on January 24, 2009, unless otherwise extended, but only subject to the
conditions set forth herein and in the Warrant Agreement referred to
hereinafter. The Exercise Price and number of Warrant Shares issuable upon
exercise of the Warrants are subject to adjustment upon the occurrence of
certain events, as set forth in the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants, and are issued or to be issued pursuant to a
Warrant Agreement dated as of January 26, 2002 (the "Warrant Agreement"), duly
executed and delivered by the Company, 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,
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. A copy of the Warrant Agreement may be obtained by the Holder
hereof upon written request to the Company.
The Holder may exercise any or all Warrants evidenced by this Warrant
Certificate pursuant to the terms and conditions of the Warrant Agreement by
surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon (and by this reference made a part hereof) properly completed and
executed, together with payment of the Exercise Price in cash or by certified or
bank check at the office of the Company designated for such purpose. In the
alternative, the Holder may exercise through Net Exercise (as defined in the
Warrant Agreement) in accordance with the terms of Section 5 of the Warrant
Agreement. In the event that upon any exercise of Warrants evidenced hereby the
number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued by the Company to the Holder or its
registered assignee a new Warrant Certificate evidencing the number of Warrants
not exercised.
The Warrant Agreement provides that upon the occurrence of certain events
the number of Warrant Shares issuable upon exercise of a Warrant and the
Exercise Price set forth on the face hereof may, subject to certain conditions,
be adjusted.
The Holder will have certain registration rights and other rights and
obligations with respect to the Warrant Shares as provided in the Registration
Agreement dated as of January 26, 2002, by and among the Company and the other
persons party thereto (the "Registration Agreement"). Copies of the Registration
Agreement may be obtained by the Holder, without charge, upon written request to
the Company.
This Warrant Certificate, when surrendered at the office of the Company by
the Holder in person or by legal representative or attorney duly authorized in
writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.
Subject to the terms and conditions of the Warrant Agreement, upon due
presentation for registration of transfer of this Warrant Certificate at the
office 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 in the Warrant Agreement, without charge (except for any
tax or other governmental charge imposed in connection therewith as described in
the Warrant Agreement).
The Company may deem and treat the Holder as the absolute owner of this
Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof, of any
distribution to the Holder, and for all other purposes, and the Company shall
not be affected by any notice to the contrary. Except as set forth in the
Warrant Agreement, neither the Warrants nor this Warrant Certificate entitles
the Holder to any rights of a stockholder of the Company evidenced hereby before
exercise of one or more of the Warrants evidenced hereby.
The Holder, by the acceptance hereof, represents that he, she or it is
acquiring this warrant for his, her or its own account for investment and not
with a view to, or sale in connection with, any distribution in violation of the
Securities Act of 1933, as amended or of any of the shares of Common Stock or
other securities issuable upon the exercise thereof, nor with any present
intention of distributing any of the same in violation of the Securities Act of
1933, as amended.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed by its Chairman of the Board, Chief Executive Officer, President or Vice
President.
Dated: January 26, 2002
SF HOLDINGS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
FORM OF ELECTION TO PURCHASE
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive __________ shares of Common
Stock and [herewith tenders payment for such shares to the order of SF HOLDINGS
GROUP, INC. in the amount of $_______ in accordance with the terms hereof.]
[elects to make a Net Exercise]
The undersigned requests that a certificate for such shares be registered
in the name of _________________whose address is
___________________________________ and whose social security number or employer
identification number is _______________ and that such shares be delivered to
____________________whose address is_________________________________.
If said number of shares is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of
_____________________, whose address is _________________________ and that such
Warrant Certificate be delivered to ______________________ whose address is
_____________________________.
Signature(s):
-----------------------------
NOTE: The above signature(s) must
correspond with the name written upon
the face of this Warrant Certificate
in every particular, without
alteration or enlargement or any
change whatever. If this Warrant is
held of record by two or more joint
owners, all such owners must sign.
Date:_____________________________
Signature Guaranteed[*]
*NOTICE: The signature must be guaranteed by an institution which is a member
of one of the following recognized signature guarantee program:
(1) The Securities Transfer Agent Medallion Program (STAMP);
(2) The New York Stock Exchange Medallion Program (MSP);
(3) The Stock Exchange Medallion Program (SEMP).
FORM OF ASSIGNMENT
(To be signed only upon assignment of Warrant Certificate)
FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers
unto ________________ whose address is ____________________________ and whose
social security number or other identifying number is ____________________, the
within Warrant Certificate, together with all right, title and interest therein
and to the Warrants represented thereby, and does hereby irrevocably constitute
and appoint __________, attorney, to transfer said Warrant Certificate on the
books of the within-named Company, with full power of substitution in the
premises.
Signature(s):
-----------------------------
NOTE: The above signature(s) must
correspond with the name written upon
the face of this Warrant Certificate
in every particular, without
alteration or enlargement or any
change whatever. If this Warrant is
held of record by two or more joint
owners, all such owners must sign.
Date:
-------------------------------
Signature Guaranteed
*NOTICE: The signature must be guaranteed by an institution which is a member
of one of the following recognized signature guarantee program:
(1) The Securities Transfer Agent Medallion Program (STAMP);
(2) The New York Stock Exchange Medallion Program (MSP)
(3) The Stock Exchange Medallion Program (SEMP).
