EXHIBIT 10.2
WARRANT AGREEMENT
This WARRANT AGREEMENT, dated as of March 14, 2001, is between The Hockey
Company, a corporation organized and existing under the laws of Delaware (the
"Company"), and Caisse de depot et placement du Quebec, a legal person
constituted under the laws of Quebec (the "Holder").
RECITALS
A. Pursuant to a Restated and Amended Credit Agreement, dated as of March 14,
2001, executed among others by the Company as borrower (the "Borrower"), and the
Holder, the Holder has extended credit to the Borrower on the terms and
conditions set forth therein (as amended and modified from time to time in
accordance with its terms, the "Credit Agreement").
B. Pursuant to the Credit Agreement, as a portion of the inducement to Holder to
extend the credit provided for therein and as a condition thereto, the Company
has agreed to issue certain common share purchase warrants as provided herein
(the "Warrants") permitting Holder to purchase voting shares of common stock of
the Company with a par value of US $0.01 (the "Common Shares"), with the Common
Shares issuable by the Company upon exercise of the Warrants referred to herein
as the "Warrant Shares".
C. The parties intend that capitalized terms used but not defined herein will
have the meanings given to them in the Credit Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the Holder's extension of credit to the
Borrower pursuant to the Credit Agreement and of the covenants herein, the
parties hereto agree as follows:
1. WARRANT CERTIFICATES
The Warrants shall be evidenced by three or more certificates, in the
form appended hereto as Exhibit A, B and C (the "Warrant
Certificate(s)").
2. EXECUTION OF THE WARRANT CERTIFICATES
The Warrant Certificates shall be signed on behalf of the Company by
any one of the following officers of the Company: Chairman of the
Board, Chief Operating Officer, President, Vice President, Secretary or
Assistant Secretary.
Each such signature upon the Warrant Certificates may be in the form of
a facsimile signature and may be imprinted or otherwise reproduced on
the Warrant Certificates. The seal of the Company may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
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Any Warrant Certificate may be signed on behalf of the Company by any
person described above, who at the actual date of the execution of such
Warrant Certificate, shall be a proper officer of the Company to sign
such Warrant Certificate, although at the date of the execution of this
Agreement any such person was not such a proper officer.
3. REGISTRATION
The Company shall number and register the Warrant Certificates in a
register upon issuance by the Company. The Company may deem and treat
the registered holder(s) of the Warrant Certificates as the absolute
owner(s) thereof (notwithstanding any notation of ownership or other
writing thereon made by anyone), for all purposes, and the Company
shall not be affected by any notice to the contrary.
4. REGISTRATION OF TRANSFERS AND EXCHANGES
Subject to Sections 18 and 19 hereof, the Company shall from time to
time register the transfer of any outstanding Warrant Certificates upon
the records to be maintained by it for that purpose, upon surrender
thereof accompanied by a written instrument or instruments of transfer
duly executed by the registered holder or holders thereof or by the
duly appointed legal representative thereof or by a duly authorized
attorney in the form of Exhibit D hereto. Upon any such registration of
transfer, a new Warrant Certificate or Warrant Certificates shall be
issued to the transferee(s) and the surrendered Warrant Certificate(s)
shall be cancelled by the Company.
Warrant Certificates may be exchanged at the option of the holder(s)
thereof, when surrendered to the Company at its office for another
Warrant Certificate or other Warrant Certificates of like tenor
registered in the name of the holder(s) and representing in the
aggregate a like number of Warrants. Warrant Certificates surrendered
for exchange shall be cancelled by the Company.
5. ISSUANCE OF WARRANTS
Concurrently with the Company's execution hereof, the Company will
issue the Warrant Certificates and deliver them to the Holder.
6. NUMBER AND TERMS OF WARRANTS; EXERCISE OF WARRANTS
6.1. NUMBER AND TERMS OF WARRANTS. The Warrants shall be issued on the
following terms, certain of which terms are subject to adjustment
as provided in this Agreement:
6.1.1 Number of Common Shares:
On the date hereof, Warrant A to purchase 539,974
Common Shares* (representing 7.5% on a fully diluted
basis, as of the date
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of this Agreement), Warrant B to purchase 583,755
Common Shares* (representing 7.5% on a fully diluted
basis, as of the date of this Agreement) and Warrant
C to purchase 409,653 Common Shares* (representing 5%
on a fully diluted basis, as of the date of this
Agreement), subject to adjustment in Section 9 below.
It is agreed between the Holder and the Company that
if by May 14, 2001 a fully financed firm offer is
received by the Company which would be sufficient to
repay Facility 2 and if Facility 2 is so repaid in
full as a result of the above-mentioned offer no
later than June 13, 2001, Warrants issued as of the
date hereof which represent the right to 179,991
Common Shares (representing 2.5% on a fully diluted
basis, as of the date of this Agreement) shall be
promptly returned by the Holder to the Company for
cancellation and shall be of no further force or
effect.
Notwithstanding anything to the contrary herein, it
is agreed between the parties that (i) Warrant B will
only be exercisable by the Holder on or after
February 28, 2002 if (x) the consolidated EBITDA of
the Company for the fiscal year ended December 31,
2001 is less than US $23 million (which amount shall
exclude the amount of the Restructuring Fees) and (y)
Facility 2 has not been completely repaid in cash
prior to or on February 28, 2002, and (ii) Warrant C
will be exercisable by the Holder on or after October
31, 2002 only if Facility 2 has not been completely
repaid in cash prior to or on such date.
In the event that the conditions set forth above for
the exercise of Warrant B or Warrant C have not been
satisfied the Warrant in question shall be promptly
returned by the Holder to the Company and shall be of
no further force or effect.
6.1.2 Exercise Price: US $0.01 per common share**
6.1.3 Exercise Period: Warrant A: From and after the
date of issuance of the
Warrant Certificate until
complete repayment of all the
Loans
Warrant B: From and after
February 28, 2002, if Facility
2 has not been completely
repaid in cash, until complete
repayment of all the Loans.
Warrant C: From and after
October 31, 2002, if Facility 2
has not been completely repaid
in cash, until complete
repayment of all the Loans
* Subject to adjustment as provided in Section 9 below.
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** Not subject to adjustment.
For the purposes hereof, "on a fully diluted basis" means, on
any date of determination, after giving effect to (i) all of
the Common Shares issued and outstanding on the date of
determination, PLUS (ii) the number of Common Shares issuable
on the date of determination upon exercise of the warrants in
favour of Phoenix Home Life Mutual Insurance Company set forth
in Schedule A attached hereto.
6.2. EXERCISE OF WARRANTS.
6.2.1 EXERCISE AT HOLDER'S ELECTION. Subject to applicable
law, the Holder may elect, in its sole discretion, to
exercise one or more of the Warrants, in whole or in
part, at any time during (but not prior to) the
Exercise Period set forth in Section 6.1, in the manner
specified in paragraph 6.2.2 below.
6.2.2 GENERAL PROVISIONS REGARDING EXERCISE. To exercise any
Warrant, in whole or in part, the Holder shall deliver
to the Company during the Exercise Period (a) the
Warrant Certificates for the Warrants being exercised,
(b) written notice, in substantially the form of the
Exercise Form appended hereto as Exhibit E, of such
Holder's election to exercise such Warrants, which
notice shall specify the number of Common Shares to be
purchased, the denominations of the share certificate
or certificates desired and the name or names in which
such certificates are to be registered and (c) payment
of the Exercise Price with respect to such Common
Shares. Such payment may be made, at the option of the
Holder, by cash, certified or bank cashier's check or
wire transfer or as otherwise provided in Section
6.2.3. Each exercise of a Warrant shall, upon delivery
of all of the foregoing to the Company before 5:00 p.m.
on the date representing the last date the Exercise
Period is applicable, be irrevocable.
Upon such surrender of Warrant Certificates,
delivery of the Exercise Form and payment of the
Exercise Price, the Company shall issue and cause to
be delivered with all reasonable dispatch to or upon
the written order of the Warrant holder and in such
name or names as the holder may designate, a
certificate or certificates for the number of full
Warrant Shares issuable upon the exercise of such
Warrants, provided, however, that if any issuance,
consolidation, merger or lease or sale of assets is
proposed to be effected by the Company as described
in Section 9 hereof, or a tender offer or an
exchange offer for Common Shares of the Company
shall be made, upon such surrender of Warrants and
payment of the Exercise Price as aforesaid, the
Company shall, as soon as possible, but in any event
not later than two (2) business
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days thereafter, issue and cause to be delivered the
full number of Warrant Shares issuable upon the
exercise of such Warrants in the manner described in
this sentence. Such certificate or certificates shall
be deemed to have been issued and any person so
designated to be named therein shall be deemed to
have become a holder of record of such Warrant
Shares as of the date of the surrender of such
Warrants and payment of the Exercise Price.
The Warrants shall be exercisable, at the election
of the holders thereof, either in full or from time
to time in part and, in the event that a Warrant
Certificate evidencing Warrants is exercised in
respect of fewer than all of the Warrant Shares
issuable on such exercise at any time prior to the
date of expiration of the Warrants, a new
certificate evidencing the remaining Warrant or
Warrants will be issued pursuant to the provisions
of this Section.
All Warrant Certificates surrendered upon exercise of
Warrants shall be cancelled by the Company.
6.2.3 PAYMENT OF EXERCISE PRICE. Payment shall be made or,
with respect to clause (ii) below, deemed to be made,
at any time with respect to Warrants being exercised
hereunder (i) by the payment to the Company by cash,
check and/or wire transfer, of an amount equal to the
Exercise Price multiplied by the number of Warrants
then being exercised or (ii) if, and so long as the
Common Stock is registered under Section 12(b) or 12(g)
of the Securities Exchange Act of 1934, as amended, at
the option of the Holder, by surrendering to the
Company for cancellation a number of Warrants equal to
(a) the aggregate Exercise Price divided by (b) the
fair market value (as determined below) of one Warrant
Share, in which case the number of Warrant Shares to be
issued to the Holder upon such exercise shall be
computed using the following formula:
X = Y(A-B)
------
A
X = the number of Warrant Shares to be issued to
the Holder.
Y = the number of Warrant Shares with respect to
which the Warrant is being exercised and with respect
to which the right to receive Warrant Shares is being
cancelled.
A = the fair market value of one Warrant Share
B = the Exercise Price
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provided, that in the case of a cashless exercise
pursuant to clause (ii) of this subsection, the
Holder shall only be entitled to surrender for
cancellation the right to receive shares that may
then be issued upon exercise of the Warrants.
As used herein, the "fair market value of one Warrant
Share" shall mean the average, for the 30 trading
days ending with the trading day which is two trading
days prior to the date of such surrender, of:
(a) the closing price as of 4:00 p.m., New York City
time, on such day, of the Warrant Shares sold on
the primary national securities exchange(s) on
which the Warrant Shares may at the time be
listed, or
(b) if there have been no sales on such exchange(s)
on any such trading day, the average of the
highest bid and lowest asked prices on such
exchange(s) as of 4:00 p.m., New York City time,
on such day, or
(c) if the Warrant Shares are not so listed, the
closing price as of 4:00 p.m., New York City
time, on such day, of the Warrant Shares sold on
the Nasdaq National Market ("Nasdaq"), or
(d) if there have been no sales on Nasdaq on any
such trading day, the average of the highest bid
and lowest asked prices quoted on Nasdaq as of
4:00 p.m., New York City time, on such day, or
(e) if on any such trading day the Warrant Shares
are not quoted on Nasdaq, the average of the
highest bid and lowest asked price on such day
in the domestic over-the-counter market as
reported by the National Quotation Bureau,
Incorporated, or any similar successor
organization; or
(f) if in the good faith determination of the Board
of Directors of the Company the price calculated
pursuant to clause (e) above is not an accurate
fair market value price, then the price as
determined in good faith by the Board of
Directors of the Company.
7. MUTILATED OR MISSING WARRANT CERTIFICATES
In case any of the Warrant Certificates shall be mutilated, lost,
stolen or destroyed, the Company shall, upon request of the holder,
issue in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant
Certificate of like tenor and representing an equivalent number of
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Warrants, but only upon receipt of evidence satisfactory to the Company
of such loss, theft or destruction of such Warrant Certificate.
8. RESERVATION OF WARRANT SHARES
The Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued
Common Shares, for the purpose of enabling it to satisfy any obligation
to issue Warrant Shares upon exercise of the Warrants, the maximum
number of Common Shares which may then be deliverable upon the exercise
of all outstanding Warrants.
The Company or, if appointed, the transfer agent for the Common Shares
and every subsequent transfer agent for any shares of the Company's
capital stock issuable upon the exercise of any of the rights of
purchase represented by the Warrants or other successor thereto
(collectively, the "Transfer Agent"), will be irrevocably authorized
and directed at all times to reserve such number of authorized shares
as shall be required for such purpose. The Company will keep a copy of
this Agreement on file with the Transfer Agent. The Company will supply
such Transfer Agent with duly executed certificates for such purposes
and will provide or otherwise make available any cash which may be
payable as provided in Section 10 hereof. The Company will furnish such
Transfer Agent a copy of all notices of adjustments and certificates
related thereto, transmitted to each holder pursuant to Section 11
hereof.
Before taking any action which would cause an adjustment pursuant to
Section 9 hereof to reduce the Exercise Price below the then par value
(if any) of the Warrant Shares, the Company will take any corporate
action which may, in the opinion of its legal counsel (which may be
counsel employed by the Company), be reasonably necessary in order that
the Company may validly and legally issue fully paid and non-assessable
Warrant Shares at the Exercise Price as so adjusted.
The Company represents, warrants and covenants that all Warrant Shares
which may be issued upon exercise of Warrants have been duly authorized
and will, upon issue, be validly issued, fully paid, nonassessable,
free of preemptive rights, and free from all taxes, liens, charges,
security interest and adverse claims with respect to the issue thereof
and will have issued in compliance with all requirements of applicable
securities laws.
9. ADJUSTMENT OF NUMBER OF WARRANT SHARES ISSUABLE
The Common Shares issuable upon the exercise of the Warrants shall be
subject to adjustment from time to time upon the occurrence of certain
events as follows:
9.1. Reclassification or Merger. In the event of any reclassification,
change or conversion of Common Shares issuable upon exercise of
the Warrants (other than a change as a result of a subdivision or
combination), or in case of any merger of the Company with or
into another corporation (other than a merger with another
corporation in which the Company is a
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continuing corporation and which does not result in any
reclassification or change of outstanding securities issuable
upon exercise of the Warrants), or in case of any sale of all or
substantially all of the assets of the Company, the Company, or
such successor or purchasing corporation, as the case may be,
shall execute new Warrants (in form and substance satisfactory to
the Holder) providing that the Holder shall have the right to
exercise such new Warrants and upon such exercise to receive, in
lieu of each Common Shares theretofore issuable upon exercise of
the Warrants, the kind and amount of Common Shares, other
securities, money and property receivable upon such
reclassification, change, merger or sale by a holder of Common
Shares. Such new Warrants shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 9. The provisions of
this Subsection 9.1 shall similarly apply to successive
reclassifications, changes, mergers and sales.
9.2. Subdivision or consolidation of Shares. If the Company, at any
time while any of the Warrants remain outstanding and unexpired,
subdivides or consolidates its Common Shares, the number of
Common Shares issuable upon exercise of any of the Warrants shall
be proportionately adjusted such that the aggregate Exercise
Price of the Warrants shall at all times remain equal.
9.3. Stock Dividends. If the Company, at any time while any of the
Warrants remain outstanding and unexpired, pays any dividends
payable in Common Shares (except any distribution specifically
provided for in the foregoing Subsections 9.1 and 9.2), the
number of Common Shares issuable upon exercise of any of the
Warrants shall be proportionately adjusted such that the
aggregate Exercise Price of the Warrants shall at all time remain
equal.
9.4. No Impairment. The Company will not, by way of amendment to its
constituting documents or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by itself,
but will at all times in good faith assist in the fulfilment of
all of the provisions of this Section 9 and in the taking of all
such action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment.
9.5. Issuance of Shares upon the exercise of options and warrants. In
the event that the Company issues additional Common Shares after
the date hereof and prior to the end of the Exercise Period as a
result of the exercise by a holder of the management options or
the warrants with a strike price of $16.92 set forth in Schedule
A hereto (an "Adjustment Event"), the number of Common Shares
represented by the Warrants shall be increased
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so as to reflect the increased number of Common Shares necessary
to grant the Holder the same percentage of Common Shares which it
would have received immediately prior to the Adjustment Event in
accordance with the calculation referred to in Section 6.1.1. For
further clarity, it is agreed between the parties that the
calculation of the Common Shares issued and outstanding on the
date of determination shall not include any new issuance of
Common Shares not attributable to an Adjustment Event.
9.6. If a dispute shall at any time arise with respect to adjustments
provided for above, such dispute shall be conclusively determined
by such firm of nationally recognized independent chartered or
public accountants as may be selected by a majority of the
directors of the Company and any further determination shall be
binding upon the Company and the Holder hereof.
10. FRACTIONAL INTEREST
The Company shall not be required to issue fractional Warrant Shares on
the exercise of Warrants. If more than one Warrant shall be presented
for exercise in full at the same time by the same holder, the number of
full Warrant Shares which shall be issuable upon the exercise thereof
shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this
Section, be issuable on the exercise of any Warrants (or specified
portion thereof), the Company shall pay to the holder in lieu of such
fractional interest an amount in cash determined by multiplying such
fractional interest by the fair market value of one Warrant Share (as
determined in Subsection 6.2.3 herein).
11. NOTICES TO WARRANT HOLDERS
The Company shall notify the Holder forthwith of any event which would
give rise to an adjustment as set forth in Section 9 above.
12. RIGHTS AS SHAREHOLDERS
Nothing contained in this Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the Holders thereof
the right to vote or to consent or to receive notice as shareholders in
respect of the meetings of shareholders or the election of Directors of
the Company or any other matter. The Warrants, however, grant certain
other rights which are set forth in that certain agreement dated March
14 among the Holder, the Company and WS Acquisition LLC.
13. NOTICES TO COMPANY
Any notice or demand authorized by this Agreement to be given or made
by the Company or by the registered holder of any Warrant Certificate
to or on the Company shall be sufficiently given or made when and if
deposited in the mail, first class or registered, postage prepaid,
addressed (until another address is filed in writing by the Company),
as follows:
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13.1. the Company:
The Hockey Company
000 Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxx
00000, X.X.X.
Attention: President
Telecopier: (000) 000-0000
13.2. the Holder:
Caisse de depot et placement du Quebec
c/o CDP Capital d'Amerique
0000 XxXxxx Xxxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxxx
Telecopier: (000) 000-0000
14. MODIFICATION AND WAIVER
This Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.
15. SUCCESSORS
All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Holder shall bind and inure to the
benefit of their respective successors and assigns hereunder.
16. TERMINATION
This Agreement will terminate (other than the last paragraph of Section
8, and Sections 24 and 25 which shall survive) on the date all Warrants
have been exercised or have expired.
17. GOVERNING LAW; JURISDICTION AND VENUE
17.1. This Agreement and each Warrant Certificate issued hereunder
shall be construed and enforced in accordance with and governed
by the internal laws of the State of New York without giving
effect to the conflicts of law principles thereof (other than
NYGOL Sections 5-1401 and 5-1402).
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17.2. (A) The Company hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of
any Federal or State court located in the Borough of Manhattan,
the City of New York, in any action or proceeding arising out of
or relating to this Agreement, each Warrant Certificate issued
hereunder or any other related document to which it is a party,
or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may
be heard and determined in such courts. Each of the parties
hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by law. (B) Nothing in this Agreement or any of the
Warrant Certificates issued hereunder shall affect any right that
the Holder may otherwise have to bring any action or proceeding
relating to this Agreement or any of the Warrant Certificates
issued hereunder against the Company or its properties in the
courts of any other jurisdiction.
17.3. The Company irrevocably consents to the service of any and all
process in any suit, action or proceeding referred to in Section
17.2(A) by mailing of copies of such process to it at its address
as provided in Section 13. All mailings under this Section shall
be by certified mail, return receipt requested. Nothing in this
Agreement or any of the Warrant Certificates issued hereunder
will affect the right of any party to this Agreement, or any of
the Warrant Certificates issued hereunder, to serve process in
any other manner permitted by law.
17.4. The Company hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or
relating to this Agreement or any of the Warrant Certificates
issued hereunder in any court referred to in Section 17.2(A).
Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding referred to
in Section 17.2(A) in any such court.
18. TRANSFERABILITY AND NON-NEGOTIABILITY OF WARRANTS
The Warrants may be transferred or assigned in whole or in part by the
Holder to any Lender under the Credit Agreement and in compliance with
all applicable securities laws. Subject to compliance with such laws,
title to the Warrants may be transferred by endorsement of the Warrant
Certificate and delivery in the same manner as a negotiable instrument
transferable by endorsement and delivery.
19. EXCHANGE OF WARRANT UPON A TRANSFER
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On surrender of the Warrant Certificate for exchange, properly endorsed
on the Assignment Form and subject to the provisions of this Agreement
with respect to compliance with applicable securities laws and with the
limitations on assignments and transfers contained in Section 18, the
Company at its expense shall issue to or on the Holder a new Warrant
Certificate of like tenor, in the name of the Holder or as the Holder
may direct, for the number of shares issuable upon exercise hereof.
20. COMPLIANCE WITH SECURITIES LAWS
The Holder agrees that the Holder will not offer, sell or otherwise
dispose of this Warrant or Warrant Shares to be issued upon exercise
hereof except under circumstances that will not result in a violation
of applicable securities laws. Prior to any proposed transfer of this
Warrant, the Holder thereof shall give written notice to the Company of
its intention to effect such transfer. Each such notice shall describe
the manner of the proposed transfer and, if requested by the Company,
shall be accompanied by an opinion of counsel reasonably satisfactory
to the Company to the effect that the proposed transfer may be effected
without registration under applicable laws, whereupon the Holder shall
be entitled to transfer this Warrant in accordance with the terms of
its notice. Any such transfer by the Holder shall be subject to
compliance with Section 18 herein.
21. BENEFITS OF THIS AGREEMENT
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Holder and the registered
holders of the Warrant Certificates any legal or equitable right,
remedy or claim under this Agreement. This Agreement shall be for the
sole and exclusive benefit of the Company, the Holder and the
registered holders of the Warrant Certificates.
22. COUNTERPARTS
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposed be deemed to be an
original, and all such counterparts shall together constitute but one
and the same instrument.
23. LEGENDED CERTIFICATES
23.1. Each Warrant Certificate originally issued to a person within
the United States, as well as all certificates issued in exchange
for or in substitution of the foregoing securities, will bear a
legend to the following effect:
"The securities represented hereby have not been registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and may be offered, sold or otherwise
transferred only (a) to the Company, (b) outside the United
States in accordance with Rule 904 of Regulation S under the U.S.
Securities Act and in compliance with any applicable state
securities laws, (c) pursuant to an exemption from
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registration under the U.S. Securities Act provided by Rule 144
thereunder and in compliance with any applicable state securities
laws or (d) with the prior written consent of the Company,
pursuant to another exemption from registration under the U.S.
Securities Act and any applicable state securities laws."
23.2. Certificates representing Warrant Shares issued upon the
exercise of Warrants which bear the legend set forth in 23.1
above will bear the following legend:
"The securities represented hereby have not been registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and may be offered, sold or otherwise
transferred only (a) to the Company, (b) outside the United
States in accordance with Rule 904 of Regulation S under the U.S.
Securities Act and in compliance with any applicable state
securities laws, (c) pursuant to an exemption for registration
under the U.S. Securities Act provided by Rule 144 thereunder and
in compliance with any applicable state securities laws or (d)
with the prior written consent of the Company, pursuant to
another exemption from registration under the U.S. Securities Act
and any applicable state securities laws. Delivery of this
certificate may not constitute good delivery in settlement of
transactions on stock exchanges in Canada. A new certificate
bearing no legend may be obtained from the Company upon delivery
of this certificate and a duly executed declaration, in a form
satisfactory to the Company, to the effect that such sale is
being made in accordance with Rule 904 of Regulations S under the
U.S. Securities Act."
The legend referred to above may be removed in connection with a
resale of Warrant Shares made by a holder pursuant to Rule 904 of
Regulation S under the U.S. Securities Act upon the delivery to
the Company of a declaration in the form of Exhibit D hereto duly
executed by such holder.
23.3. If a Warrant Certificate tendered for transfer bears the legend
set forth in Subsection 23.1:
23.3.1 the transfer may be made to a U.S. Person (as defined in
Regulation S of the U.S. Securities Act), or person in the
United States, provided that the transfer is made in
accordance with the terms of such legend and provided
further that the Warrant Certificate issued to such
transferee shall also bear such legend; or
23.3.2 if the Warrants are being sold outside the United States
under Rule 904 of Regulation S, the legend may be removed
by providing a declaration to the Company to the effect
set forth in Exhibit D to this Agreement, or in such other
form as the Company from time to time prescribes.
Page 14
24. PAYMENT OF TAXES
The Company shall pay any and all issue, documentary, stamp or other
taxes (other than income taxes applicable to the Holder) that may be
payable in respect of any issuance or delivery of Warrant Shares. The
Company shall not, however, be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and
delivery of Warrant Shares in a name other than that of the Holder, and
no such issuance or delivery shall be made unless and until the Person
to which issuance and delivery is to be made has paid to the Company
the amount of any such tax, or has established (including through the
provision of written documentation), to the reasonable satisfaction of
the Company, that such tax has been or will be paid or is not an
obligation of the Company.
25. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Holder that:
25.1. Organization, Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware; has all corporate
requisite power and authority to own or lease and operate its
properties and to carry on its business as now conducted; and is
duly qualified or licensed to do business as a foreign
corporation in good standing in all jurisdictions in which it
owns or leases property or in which the conduct of its business
requires it to so qualify or be licensed.
25.2. Authority. The Company has all requisite power and authority to
enter into and perform all of its obligations under this
Agreement, to issue the Warrants and the Warrant Shares and to
carry out the transactions contemplated hereby. The Company has
taken all corporate or stockholder actions necessary to authorize
it to enter into and perform all of its obligations under this
Agreement and to consummate the transactions contemplated hereby.
25.3. Validity. This Agreement is the legal, valid and binding
obligation of the Company, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws
affecting the rights and remedies of creditors generally.
25.4. Capitalization. A true and complete list of the authorized
and/or outstanding shares of capital stock and outstanding
options and warrants of the Company as of the date hereof is set
forth on Schedule A hereto. Except as described on Schedule A
attached hereto, there are no options, rights, agreements,
arrangements or commitments to which the Company or any of its
subsidiaries is a party or by which any of them is bound
obligating any of them: (a) to issue, deliver or sell, or refrain
from issuing,
Page 15
delivering or selling, any shares of capital stock of, or any
other interest in, the Company or any subsidiary of the Company,
or to grant, extend or enter into any such option, right,
agreement, arrangement or commitment, (b) to repurchase, redeem,
otherwise acquire, or to refrain from repurchasing, redeeming or
otherwise acquiring, any shares of capital stock of, or any other
interest in, the Company or any subsidiary of the Company, or to
grant, extend or enter into any such option, right, agreement,
arrangement or commitment or (c) to vote, or to refrain from
voting, any shares of capital stock of, or any other interest in,
the Company or any subsidiary of the Company.
25.5. Indemnity. The Company agrees to indemnify and hold harmless
Holder and any affiliates, directors, employees and agents of
Holder against any and all loss, liability, claim, damage, and
expense whatsoever (including, but not limited to, any and all
expenses whatsoever, including the reasonable fees and
disbursements of counsel, reasonably incurred in investigating,
preparing, or defending against any litigation commenced or
threatened or any claim whatsoever), arising out of or based upon
any breach or failure by the Company to comply with any
representation, warranty, covenant, or agreement made by the
Company herein.
In Witness Whereof, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.
THE HOCKEY COMPANY
Per: /s/ Xxxxxxx Xxxxx
----------------------------------
Xxxxxxx Xxxxx
Chief Operating Officer
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
Per: /s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
Per: /s/ Xxxxx XxXxxxxx
----------------------------------
Xxxxx XxXxxxxx
EXHIBIT A
Form of Warrant Certificate
No. A
539,974 Common Shares
Warrant Certificate
The Hockey Company
(Incorporated under the laws of the State of Delaware)
This Warrant Certificate certifies that Caisse de depot et placement du Quebec,
or registered assigns, is the registered holder of 539,974 Warrants expiring on
the date ("Exercise Period") set forth in the Warrant Agreement (as defined
below) (the "Warrants") to purchase voting shares of common stock with a par
value of US $0.01 (the "Common Shares"), of The Hockey Company, a Delaware
corporation (the "Company"). Each Warrant entitles the holder upon exercise to
receive from the Company on or before the expiry of the Exercise Period one
fully paid and non-assessable Common Share as presently constituted (a "Warrant
Share") at the aggregate exercise price (the "Exercise Price") of US $0.01 per
Common Share payable upon surrender of this Warrant Certificate and payment of
the Exercise Price as provided in the Warrant Agreement, but only subject to the
conditions set forth herein and in the Warrant Agreement referred to herein. The
number of Warrant Shares issuable upon exercise of the Warrants is subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.
No Warrant may be exercised after the expiry of the Exercise Period and to the
extent not exercised by such time such Warrants shall become void.
This Warrant Certificate shall be construed and enforced in accordance with
and governed by the internal laws of the State of New York without giving
effect to the conflicts of law principles thereof (other than NYGOL
Sections 5-1401 and 5-1402).
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring on the date set forth in the Warrant
Agreement (as hereafter defined) entitling the holder on exercise to receive
Common Shares, and are issued or to be issued pursuant to a Warrant Agreement
dated as of March 14, 2001 (the "Warrant Agreement"), duly executed and
delivered by the Company to Caisse de depot et placement du Quebec (the
"Holder"), 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, the Holder and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder and any
transferee of the registered Holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the
Company.
Page 2
Warrants may be exercised in accordance with the provisions of the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate and an Exercise Form
(in the form attached to the Warrant Agreement) properly completed and
executed, together with payment of the Exercise Price as provided in the
Warrant Agreement. In the event that upon any exercise of Warrants evidenced
the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, the Company shall issue to the holder hereof or
his assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Shares
issuable upon exercise of this Warrant.
The Warrant Agreement provides that upon the occurrence of certain events the
number of Common Shares issuable upon the exercise of each Warrant shall be
adjusted. No fractions of a Common Share will be issued upon the exercise of
any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement.
Warrant Certificates, when surrendered at the office of the Company by the
registered holder thereof, 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.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's common stock or
other securities purchasable upon the exercise of the Warrants are closed for
any purposes, the Company shall not be required to make delivery of
certificates for the securities purchasable upon exercise until the date of
the reopening of said transfer books.
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.
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, 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.
In witness whereof, The Hockey Company has caused this Warrant Certificate to
be signed by its President and by its Secretary.
Dated March 14, 2001
The Hockey Company
Page 3
Per: _________________________
Xxxxxxx Xxxxx
Chief Operating Officer
EXHIBIT B
Form of Warrant Certificate
No. B
583,755 Common Shares
Warrant Certificate
The Hockey Company
(Incorporated under the laws of the State of Delaware)
This Warrant Certificate certifies that Caisse de depot et placement du
Quebec, or registered assigns, is the registered holder of 583,755 Warrants
expiring on the date ("Exercise Period") set forth in the Warrant Agreement
(as defined below) (the "Warrants") to purchase voting shares of common stock
with a par value of US $0.01 (the "Common Shares"), of The Hockey Company, a
Delaware corporation (the "Company"). Subject to the next paragraph of this
Warrant Certificate, each Warrant entitles the holder upon exercise to
receive from the Company on or before the expiry of the Exercise Period one
fully paid and non-assessable Common Share as presently constituted (a
"Warrant Share") at the aggregate exercise price (the "Exercise Price") of US
$0.01 per Common Share payable upon surrender of this Warrant Certificate and
payment of the Exercise Price as provided in the Warrant Agreement, but only
subject to the conditions set forth herein and in the Warrant Agreement
referred to herein. The number of Warrant Shares issuable upon exercise of
the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.
THIS WARRANT CERTIFICATE IS EXERCISABLE BY THE HOLDER ONLY ON OR AFTER
FEBRUARY 28, 2002 IF (x) THE CONSOLIDATED EBITDA OF THE COMPANY FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2001 IS LESS THAN US $23 MILLION (WHICH AMOUNT
SHALL EXCLUDE THE AMOUNT OF THE RESTRUCTURING FEES) (AN "EBITDA SHORTFALL")
AND (y) FACILITY 2 HAS NOT BEEN COMPLETELY REPAID IN CASH PRIOR TO OR ON
FEBRUARY 28, 2002 ("FACILITY 2 NON-REPAYMENT"). IN THE EVENT THAT THERE HAS
NOT BEEN AN EBITDA SHORTFALL AND A FACILITY 2 NON-REPAYMENT, THEN THIS
WARRANT SHALL BE PROMPTLY RETURNED BY THE HOLDER TO THE COMPANY AND SHALL BE
OF NO FURTHER FORCE OR EFFECT.
No Warrant may be exercised before the Exercise Period or after the expiry of
the Exercise Period and to the extent not exercised by such time such
Warrants shall become void.
This Warrant Certificate shall be construed and enforced in accordance with
and governed by the internal laws of the State of New York without giving
effect to the conflicts of law principles thereof (other than NYGOL
Sections 5-1401 and 5-1402).
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring on the date set forth in the Warrant
Agreement (as hereafter defined)
Page 2
entitling the holder on exercise to receive Common Shares, and are issued or
to be issued pursuant to a Warrant Agreement dated as of March 14, 2001 (the
"Warrant Agreement"), duly executed and delivered by the Company to Caisse de
depot et placement du Quebec (the "Holder"), 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, the Holder and
the holders (the words "holders" or "holder" meaning the registered holders
or registered holder and any transferee of the registered Holder) of the
Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.
Warrants may be exercised in accordance with the provisions of the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate and an Exercise Form
(in the form attached to the Warrant Agreement) properly completed and
executed, together with payment of the Exercise Price as provided in the
Warrant Agreement. In the event that upon any exercise of Warrants evidenced
the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, the Company shall issue to the holder hereof or
his assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Shares
issuable upon exercise of this Warrant.
The Warrant Agreement provides that upon the occurrence of certain events the
number of Common Shares issuable upon the exercise of each Warrant shall be
adjusted. No fractions of a Common Share will be issued upon the exercise of
any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement.
Warrant Certificates, when surrendered at the office of the Company by the
registered holder thereof, 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.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's common stock or
other securities purchasable upon the exercise of the Warrants are closed for
any purposes, the Company shall not be required to make delivery of
certificates for the securities purchasable upon exercise until the date of
the reopening of said transfer books.
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.
Page 3
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,
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.
In witness whereof, The Hockey Company has caused this Warrant Certificate to be
signed by its President and by its Secretary.
Dated March 14, 2001
The Hockey Company
Per: _________________________
Xxxxxxx Xxxxx
Chief Operating Officer
EXHIBIT C
Form of Warrant Certificate
No. C
409,653 Common Shares
Warrant Certificate
The Hockey Company
(Incorporated under the laws of the State of Delaware)
This Warrant Certificate certifies that Caisse de depot et placement du
Quebec, or registered assigns, is the registered holder of 409,653 Warrants
expiring on the date ("Exercise Period") set forth in the Warrant Agreement
(as defined below) (the "Warrants") to purchase voting shares of common stock
with a par value of US $0.01 (the "Common Shares"), of The Hockey Company, a
Delaware corporation (the "Company"). Subject to the next paragraph of this
Warrant Certificate, each Warrant entitles the holder upon exercise to
receive from the Company on or before the expiry of the Exercise Period one
fully paid and non-assessable Common Share as presently constituted (a
"Warrant Share") at the aggregate exercise price (the "Exercise Price") of US
$0.01 per Common Share payable upon surrender of this Warrant Certificate and
payment of the Exercise Price as provided in the Warrant Agreement, but only
subject to the conditions set forth herein and in the Warrant Agreement
referred to herein. The number of Warrant Shares issuable upon exercise of
the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.
THIS WARRANT IS EXERCISABLE ON OR AFTER OCTOBER 31, 2002 ONLY IF FACILITY 2
HAS NOT BEEN COMPLETELY REPAID IN CASH PRIOR TO OR ON SUCH DATE. IF FACILITY
2 HAS BEEN COMPLETELY REPAID IN CASH PRIOR TO SUCH DATE, THIS WARRANT SHALL
BE PROMPTLY RETURNED BY THE HOLDER TO THE COMPANY AND SHALL BE OF NO FURTHER
FORCE OR EFFECT.
No Warrant may be exercised after the expiry of the Exercise Period and to
the extent not exercised by such time such Warrants shall become void.
This Warrant Certificate shall be construed and enforced in accordance with
and governed by the internal laws of the State of New York without giving
effect to the conflicts of law principles thereof (other than NYGOL
Sections 5-1401 and 5-1402).
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring on the date set forth in the Warrant
Agreement (as hereafter defined) entitling the holder on exercise to receive
Common Shares, and are issued or to be issued pursuant to a Warrant Agreement
dated as of March 14, 2001 (the "Warrant Agreement"), duly executed and
delivered by the Company to Caisse de depot et placement du Quebec (the
"Holder"), which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a
Page 2
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company, the Holder and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder and
any transferee of the registered Holder) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request
to the Company.
Warrants may be exercised in accordance with the provisions of the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate and an Exercise Form
(in the form attached to the Warrant Agreement) properly completed and
executed, together with payment of the Exercise Price as provided in the
Warrant Agreement. In the event that upon any exercise of Warrants evidenced
the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, the Company shall issue to the holder hereof or
his assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Shares
issuable upon exercise of this Warrant.
The Warrant Agreement provides that upon the occurrence of certain events the
number of Common Shares issuable upon the exercise of each Warrant shall be
adjusted. No fractions of a Common Share will be issued upon the exercise of
any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement.
Warrant Certificates, when surrendered at the office of the Company by the
registered holder thereof, 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.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's common stock or
other securities purchasable upon the exercise of the Warrants are closed for
any purposes, the Company shall not be required to make delivery of
certificates for the securities purchasable upon exercise until the date of
the reopening of said transfer books.
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.
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, 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.
Page 3
In witness whereof, The Hockey Company has caused this Warrant Certificate to
be signed by its President and by its Secretary.
Dated March 14, 2001
The Hockey Company
Per: _________________________
Xxxxxxx Xxxxx
Chief Operating Officer
EXHIBIT D
TRANSFER FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name)
(address)
the Warrants represented by this Warrant Certificate and hereby appoints The
Hockey Company, as its attorney with full power of substitution to transfer
the Warrants on the appropriate Warrant register.
FURTHERMORE, the undersigned certifies that (one (only) of the following must
be checked):
/ / at the time of transfer it is within the United States, and such sale,
assignment and transfer is being made to a person in the United States
in accordance with Rule 144 under the U.S. Securities Act (and the
transferee understands that it will receive legended securities); or
/ / such sale, assignment and transfer is being made, and the offer of the
securities being sold, assigned and transferred was made, to a person
not in the United States.
DATED the day of ___, ________
---------------------------
Signature of Warrantholder
Guaranteed by:
------------------------
Authorized Signature Number
NOTE: The signature to this transfer must correspond with the name as
recorded on the Warrant Certificate in every particular without alteration or
enlargement or any change whatever. The signature of the person executing
this transfer must be guaranteed by a Member of the Securities Transfer
Agents Medallion Program (STAMP).
EXHIBIT E
EXERCISE FORM
TO: THE HOCKEY COMPANY
THE HOLDER HEREBY SUBSCRIBES FOR _________________ Common Shares of The
Hockey Company (or such number of shares or other security or property to
which such subscription entitles the undersigned in lieu thereof under the
provision of the Warrant Agreement) at the price of US $0.01 per common share
and on the other terms set out in the applicable Warrant Certificate and
Warrant Agreement and check one: / / encloses herewith a certified cheque,
bank draft or money order in U.S. dollars payable to The Hockey Company in
payment of the aggregate subscription price therefor, or / / elects the
cashless exercise specified in clause (ii) of Section 6.2.3 of the Warrant
Agreement.
The undersigned hereby irrevocably directs that the Common Shares be
delivered, subject to the conditions set out in this certificate and the
provisions of the Warrant Agreement, and that the said Common Shares be
registered as follows:
NAME(S) IN FULL ADDRESS(ES) NUMBER OF COMMON
(INCLUDE POSTAL CODE) SHARES
--------------- --------------------- ----------------
TOTAL:
(Please print full name in which certificate(s) are to be issued. If any of
the Common Shares are to be issued to a person or persons other than the
Warrantholder, the Transfer Form must also be completed and the Warrantholder
must pay to the Company all requisite taxes or other government charges, if
any.)
In order to exercise any Warrants, the person exercising must check one of
the following:
[PLEASE CHECK ONE]
/ / The undersigned certifies that the undersigned is not a U.S. Person and is
not exercising this warrant on behalf of or for the account of a U.S.
Person; OR
/ / Attached hereto is an opinion of United States counsel or other evidence to
the effect that the issuance of securities upon exercise of Warrants
evidenced by this Warrant Certificates is exempt from registration under
the U.S. Securities Act.
Page 2
DATED this ___ day of _________, _______
-------------------------------
Signature of Subscriber*
Name of Subscriber:_________________
Address of Subscriber:________________
(Include Postal Code) ________________
________________
________________
*This signature must correspond exactly with the name appearing on the
registration panel.
