THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS, OR UNLESS SUCH PLEDGE, SALE, ASSIGNMENT OR
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE
SECURITIES LAWS.
THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT WILL BE SUBJECT TO THE
PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS
AGREEMENT") BETWEEN THE CORPORATION AND CAPRICORN INVESTORS III, L.P. COPIES OF
THE REGISTRATION RIGHTS AGREEMENT HAVE BEEN FILED WITH THE CORPORATION AT ITS
PRINCIPAL PLACE OF BUSINESS AND WILL BE FURNISHED BY THE CORPORATION TO THE
HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATION AT
ITS PRINCIPAL PLACE OF BUSINESS.
February 23, 2001 Void After February 23, 2006
CCC INFORMATION SERVICES GROUP INC.
Common Stock Purchase Warrant
CCC Information Services Group Inc., a Delaware corporation (the
"Corporation"), hereby certifies that for value received Capricorn Investors
III, L.P. ("Capricorn"), or its assigns, is entitled to purchase, subject to the
terms and conditions hereinafter set forth, an aggregate of One Million Two
Hundred Thousand (1,200,000) shares (subject to adjustment as hereinafter
provided) of Common Stock, par value $.10 per share (the "Common Stock"), of the
Corporation at a purchase price of $10.00 per share (subject to adjustment as
set forth herein, the "Exercise Price"), payable as hereinafter provided.
SECTION 1. Warrant Expiration Date. As used herein, the term "Warrant
Expiration Date" shall mean 5:00 p.m., Eastern Time, on February 23, 2006;
provided that if such date shall in the State of New York be a holiday or a day
on which banks are authorized to close, then 5:00 p.m., Eastern Time, on the
next following day which in the State of New York is not a holiday or a day on
which banks are authorized to close. Notwithstanding the foregoing, the
Corporation shall deliver notice to the registered holder of this Warrant, by
first class mail, postage prepaid, addressed to the registered holder at the
address of such registered holder as shown on the books of the Corporation, of
the expiration of this Warrant at least 20 business days prior to the Warrant
Expiration Date. If such notice is not given, the Warrant Expiration Date shall
be 20 business days after such notice is received by the registered holder.
SECTION 2. Notice. In case at any time: (a) the Corporation shall pay any
dividend or make any distribution (other than regular cash dividends from
earnings or earned surplus paid at an established rate) to the holders of its
Common Stock; (b) the Corporation shall offer for
subscription pro rata to the holders of its Common Stock any additional shares
of stock of any class or other rights; (c) there shall be any capital
reorganization or reclassification of the capital stock of the Corporation or
consolidation or merger of the Corporation with or sale of all or substantially
all of its assets to another corporation; (d) there shall be a voluntary,
involuntary or deemed dissolution, liquidation or winding-up of the Corporation;
or (e) the Corporation (or any subsidiary thereof) shall commence a tender offer
for all or a portion of the Corporation's outstanding shares of Common Stock;
then, in any one or more of such cases, the Corporation shall give written
notice, by first class mail, postage prepaid, addressed to the registered holder
of this Warrant at the address of such registered holder as shown on the books
of the Corporation of the date on which (i) the books of the Corporation shall
close or a record date shall be fixed for determining the stockholders entitled
to such dividend, distribution or subscription rights, or (ii) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding-up, conversion, redemption or other event shall take place,
as the case may be. Such notice shall also provide reasonable details of the
proposed transaction and specify the date as of which the holders of Common
Stock of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding-up, conversion,
redemption, tender offer or other event, as the case may be. Such written notice
shall be given at least 10 business days prior to the action in question and not
less than 10 business days prior to the record date or the date on which the
Corporation's transfer books are closed in respect thereto.
SECTION 3. Exercise.
(a) Manner of Exercise. This Warrant may be exercised at any time or from
time to time, on any day which is not a Saturday, Sunday or holiday under the
laws of the State of New York, for all or any part of the number of shares of
Common Stock purchasable upon its exercise; provided, however, that this Warrant
shall be void and all rights represented hereby shall cease unless exercised
before the Warrant Expiration Date. In order to exercise this Warrant, in whole
or in part, the holder hereof shall deliver to the Corporation at its principal
place of business, or at such other office as the Corporation may designate by
notice in writing, (i) this Warrant and (ii) a written notice of such holder's
election to exercise this Warrant substantially in the form of Exhibit A
attached hereto and shall (i) pay to the Corporation by cashier's check made
payable to the order of the Corporation or wire transfer of funds to an account
designated by the Corporation an amount equal to the aggregate purchase price
for all shares of Common Stock as to which this Warrant is exercised or (ii)
tender Trust Preferred Securities of CCC Capital Trust, a Delaware business
trust, valued at the liquidation amount of such Trust Preferred Securities plus
accrued but unpaid distributions on such Trust Preferred Securities, having a
value equal to the aggregate purchase price for all shares of Common Stock as to
which this Warrant is exercised. In lieu of such exercise of this Warrant, the
holder may from time to time convert this Warrant, in whole or in part, into a
number of shares of Common Stock determined by dividing (a) the aggregate Fair
Market Value (as defined in Section 19 hereof) of the shares of Common Stock or
other securities otherwise issuable upon exercise of this Warrant minus the
aggregate Exercise Price as of the date of exercise by (b) the Fair Market Value
of one share of Common Stock.
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(b) Issuance of Common Stock. Upon receipt of the documents and payments
or shares described in Section 3(a), the Corporation shall, as promptly as
practicable, and in any event within 10 business days thereafter, execute or
cause to be executed, and deliver to such holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable upon
such exercise, together with an amount in cash in lieu of any fraction of a
share, as hereinafter provided. The stock certificate or certificates so
delivered shall be in the denomination specified in said notice and shall be
registered in the name of the holder hereof. This Warrant shall be deemed to
have been exercised and a certificate or certificates for shares of Common Stock
shall be deemed to have been issued, and the holder hereof or any other person
so designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes as of the date said notice, together with
this Warrant and the documents and payments or shares described in Section 3(a),
is received by the Corporation as aforesaid. If this Warrant shall have been
exercised in part, the Corporation shall, at the time of delivery of said
certificate or certificates, deliver to the holder hereof a new Warrant
evidencing the rights of such holder to purchase the unpurchased shares of
Common Stock called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant. The Corporation shall pay all expenses
and any and all United States Federal, state and local taxes and other charges
that may be payable in connection with the preparation, issue and delivery of
stock certificates under this Section 3, except that the Corporation shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of the shares of Common Stock issuable upon
exercise in a name other than that of the holder who shall have surrendered the
same in exercise of the subscription right evidenced thereby. The Corporation
covenants that all shares of Common Stock issued upon exercise of this Warrant
will, upon payment (or deemed payment in the case of cashless exercise) of the
Exercise Price, be duly authorized and validly issued, fully paid and
nonassessable, free of preemptive rights and, except for any tax payable by the
holder pursuant to the preceding sentence, free from all taxes, liens, charges
and security interests with respect to the issue thereof. The Corporation shall
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities act filings under federal and state laws which
may be or become required in connection with the issuance, sale, transfer and
delivery of this Warrant, the exercise of this Warrant, and the issuance, sale,
transfer and delivery of the shares of Common Stock issued upon exercise of this
Warrant.
SECTION 4. Reservation of Shares; State Securities Laws.
(a) The Corporation covenants that it will at all times until the Warrant
Expiration Date reserve and keep available, free of pre-emptive rights, out of
its authorized and unissued Common Stock, solely for the purpose of issue upon
exercise of this Warrant, such number of shares of Common Stock as shall then be
issuable upon the exercise of this Warrant.
(b) If any securities to be reserved for the purpose of exercise of this
Warrant require approvals or registrations under applicable state "blue sky" or
federal securities laws, the Corporation will obtain such approvals or
registrations as may be appropriate.
SECTION 5. Negotiability. This Warrant is issued upon the following terms,
to all of which each holder or owner hereof by the taking hereof consents and
agrees:
3
(a) Subject to compliance with federal and applicable state securities
laws, title to this Warrant may be transferred by endorsement (by the holder
hereof executing the form of assignment attached hereto as Exhibit B) and
delivery in the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery;
(b) Subject to compliance with federal and applicable state securities
laws, any person in possession of this Warrant properly endorsed is authorized
to represent himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and
(c) Until this Warrant is transferred on the books of the Corporation, the
Corporation may treat the registered holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary, and any transfer
in violation of the terms hereof shall be void and of no effect.
SECTION 6. Loss or Mutilation. Upon receipt of evidence satisfactory to
the Corporation of the loss, theft, destruction or mutilation of this Warrant
(including a reasonably detailed affidavit with respect to the circumstances of
any loss, theft or destruction of such Warrant) and, if requested in the case of
any such loss, theft or destruction, upon delivery of an indemnity bond or other
agreement or security reasonably satisfactory to the Corporation, or, in the
case of any such mutilation, upon surrender and cancellation of this Warrant,
the Corporation at its expense will execute and deliver, in lieu hereof, a new
Warrant of like tenor.
SECTION 7. Consolidation, Merger, etc. If any consolidation or merger of
the Corporation with another corporation or other entity or the sale of all or
substantially all of its assets to another corporation or other entity (each an
"Extraordinary Event") shall be effected, then, as a condition of such
Extraordinary Event, the Corporation shall cause lawful and adequate provision
to be made whereby the registered holder of this Warrant shall thereafter have
the right to receive, upon exercise hereof and the payment of the Exercise
Price, in lieu of the shares of Common Stock of the Corporation immediately
theretofore receivable upon the exercise of this Warrant, such shares of stock,
securities or property (including cash) as may be issued or payable with respect
to or in exchange for a number of shares of Common Stock of the Corporation
immediately theretofore receivable upon the exercise of this Warrant had such
Extraordinary Event not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of the holder of this
Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the number of shares purchasable upon the exercise
of this Warrant) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or property thereafter deliverable
upon the exercise hereof. The foregoing provisions shall similarly apply to
successive Extraordinary Events. The Corporation shall not effect any such
consolidation, merger or sale of all or substantially all of its assets unless,
prior to the consummation thereof, the successor corporation or other entity (if
other than the Corporation) resulting from such consolidation or merger or the
corporation or other entity purchasing such assets shall assume by written
instrument executed and mailed to the registered holder of this Warrant, at the
last address of such registered holder
4
appearing on the books of the Corporation, the obligation to deliver to such
registered holder such shares of stock, securities or property as, in accordance
with the foregoing provisions, such registered holder may be entitled to
purchase or receive.
SECTION 8. Antidilution Protection.
(a) If at any time or from time to time after the date hereof, the
Corporation issues or sells, or is deemed by the express provisions of this
subsection (a) to have issued or sold, any Additional Shares of Common Stock (as
defined in subsection (g) below) other than as a dividend or other distribution
on any class of stock as provided in clause (d) below, and other than a
subdivision or combination of shares of Common Stock as provided in clause (e)
below, without consideration or for an Effective Price (as defined in subsection
(g) below) less than the Fair Market Value per share of Common Stock immediately
prior to the time of such issue or sale, the then effective Exercise Price shall
be reduced, as of the opening of business on the date of such issue or sale, to
the price equal to the quotient obtained by dividing: (A) the product of (x)
such Exercise Price multiplied by (y) the sum of (i) the total number of shares
of Common Stock outstanding (including any shares of Common Stock deemed to have
been issued pursuant to Section 7 or this Section 8) immediately prior to such
issuance, and (ii) a number of shares of Common Stock calculated by dividing the
consideration received by the Corporation from such issuance by the Fair Market
Value per Share of the Common Stock; by (B) the total number of shares of Common
Stock outstanding (including any shares of Common Stock deemed to have been
issued pursuant to Section 7 and this Section 8) immediately after such issuance
of the Additional Shares of Common Stock. No adjustment of the Exercise Price,
however, shall be made in an amount less than $0.01 per share, and any such
lesser adjustment shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which together with any adjustments
so carried forward shall amount to $0.01 per share or more. Upon any such
reduction in the Exercise Price, the total number of shares issuable upon
exercise of this Warrant shall be proportionately increased so that the total
amount payable upon exercise in whole of this Warrant shall not be modified.
(b) For the purpose of making any adjustment required under this Section
8, the consideration received by the Corporation for any issue or sale of
securities shall (i) to the extent it consists of cash, be computed at the gross
amount of cash received by the Corporation before deduction of any underwriting
or similar commissions, compensation or concessions paid or allowed by the
Corporation in connection with such issue or sale and without deduction of any
expenses payable by the Corporation, (ii) to the extent it consists of property
other than cash, be computed at the fair market value of that property as
determined in good faith by the Board of Directors of the Corporation, and (iii)
if Additional Shares of Common Stock, Convertible Securities (as defined in
subsection (c) below) or Options (as defined in subsection (c) below) to
purchase either Additional Shares of Common Stock or Convertible Securities are
issued or sold together with other stock or securities or other assets of the
Corporation for a consideration which covers both, be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board of Directors to be allocable to such Additional Shares of Common
Stock, Convertible Securities or Options.
(c) For the purpose of the adjustment required under this Section 8, if
the Corporation issues or sells any (i) stock or other securities convertible
into or exercisable or exchangeable for
5
Additional Shares of Common Stock (such convertible, exercisable or exchangeable
stock or securities being herein referred to as "Convertible Securities") or
(ii) rights, options or warrants for the purchase of Additional Shares of Common
Stock or Convertible Securities (such rights, options or warrants being referred
to herein as "Options"), and if the Effective Price of such Additional Shares of
Common Stock is less than the Fair Market Value of a share of Common Stock
immediately prior to the time of the granting of such Convertible Securities or
Options, the Corporation shall be deemed to have issued at the time of the
issuance of such Options or Convertible Securities the maximum number of
Additional Shares of Common Stock issuable upon exercise, conversion or exchange
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the consideration, if any, received by the
Corporation for the issuance of such Options or Convertible Securities, plus, in
the case of such Options, the minimum amounts of consideration, if any, payable
to the Corporation upon the exercise of such Options, plus, in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Corporation (other than by cancellation of liabilities or obligations
evidenced by such Convertible Securities) upon the conversion, exercise or
exchange thereof; provided that if in the case of Convertible Securities the
minimum amounts of such consideration cannot be ascertained, but are a function
of antidilution or similar protective clauses, the Corporation shall be deemed
to have received the minimum amounts of consideration without reference to such
clauses; provided further that if the minimum amount of consideration payable to
the Corporation upon the exercise, conversion or exchange of Options or
Convertible Securities is reduced over time or on the occurrence or
non-occurrence of specified events other than by reason of antidilution
adjustments, the Effective Price shall be recalculated using the figure to which
such minimum amount of consideration is reduced; provided further that if the
minimum amount of consideration payable to the Corporation upon the exercise,
conversion or exchange of such Options or Convertible Securities is subsequently
increased, the Effective Price shall be again recalculated using the increased
minimum amount of consideration payable to the Corporation upon the exercise,
conversion or exchange of such Options or Convertible Securities. No further
adjustment of the Exercise Price, as adjusted upon the issuance of such Options
or Convertible Securities, shall be made as a result of the actual issuance of
Additional Shares of Common Stock on the exercise of any such Options or the
conversion, exercise or exchange of any such Convertible Securities. If any such
Options or the conversion privilege represented by any such Convertible
Securities shall expire without having been exercised, the Exercise Price, as
adjusted upon the issuance of such Options or Convertible Securities, shall be
readjusted at the time of such expiration to the Exercise Price which would have
been in effect had an adjustment been made on the basis that the only Additional
Shares of Common Stock so issued were the Additional Shares of Common Stock, if
any, actually issued or sold on the exercise of such Options or rights of
conversion of such Convertible Securities, and such Additional Shares of Common
Stock, if any, were issued or sold for the consideration actually received by
the Corporation upon such exercise, plus the consideration, if any, actually
received by the Corporation for the granting of all such Options, whether or not
exercised, plus the consideration received for issuing or selling the
Convertible Securities actually converted, exercised or exchanged, plus the
consideration, if any, actually received by the Corporation (other than by
cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion, exercise or exchange of such Convertible
Securities.
(d) In case the Corporation shall declare a dividend or make any other
distribution upon any stock of the Corporation payable in Common Stock, Options
or Convertible Securities,
6
any Common Stock, Options or Convertible Securities, as the case may be,
issuable in payment of such dividend or distribution shall be deemed to have
been issued or sold without consideration, and the Exercise Price then in effect
immediately prior to such dividend declaration or distribution shall be reduced
as if the Corporation had subdivided its outstanding shares of Common Stock into
a greater number of shares as provided in clause (e) of this Section 8.
(e) If the Corporation at any time subdivides (by any stock split, stock
dividend, recapitalization or otherwise) its outstanding shares of Common Stock
into a greater number of shares, the number of shares issuable upon exercise of
this Warrant will be proportionately increased and the Exercise Price will be
proportionately decreased, and if the Corporation at any time combines (by
reverse stock split, recapitalization or otherwise) its outstanding shares of
Common Stock into a smaller number of shares, the number of shares issuable upon
exercise of this Warrant will be proportionately decreased and the Exercise
Price will be proportionately increased.
(f) Other Distributions. Other than ordinary cash dividends or
distributions paid out of the Corporation's current earnings in amounts
consistent with the Corporation's ordinary practice as in effect from time to
time, which are specifically excluded from the provisions of this clause (f), in
the event the Corporation shall fix a record date for the making of a dividend
or distribution on its Common Stock payable in cash, Common Stock of the
Corporation, securities of other persons, evidences of indebtedness issued by
the Corporation or other persons, assets or warrants or rights not referred to
in clauses (d) or (e) of this Section 8 (the "Other Distribution"), then, in
each such case, at the election of the Corporation, either (i) the number of
shares of Common Stock issuable after such record date upon exercise of this
Warrant shall be adjusted by multiplying the number of shares of Common Stock
issuable upon the exercise of this Warrant immediately prior to such record date
by a fraction, the numerator of which shall be the then Fair Market Value per
share of Common Stock on the record date for such distribution and the
denominator of which shall be the then Fair Market Value per share of Common
Stock on the record date for such distribution less an amount equal to the then
fair market value (as determined in good faith by the Board of Directors of the
Corporation) of the Other Distribution applicable to one share of Common Stock,
or (ii) adequate provision shall be made so that the holder of this Warrant
shall have the right to receive, in addition to shares of Common Stock upon the
exercise of this Warrant, at the election of the Company, either (A) the Other
Distribution to which such holder would have been entitled as a holder of Common
Stock if such holder had exercised this Warrant immediately prior to the record
date for such distribution or (B) the cash equivalent of such Other
Distribution.
If the Corporation elects to adjust the number of shares of Common
Stock issuable upon the exercise of this Warrant pursuant to clause (i) above,
such adjustment shall be made whenever any such distribution is made and shall
become effective on the date of distribution retroactive to the record date for
the determination of stockholders of the Corporation entitled to receive such
distribution; provided however, that the Corporation shall deliver to the holder
who exercises this Warrant after any such record date, but prior to the related
distribution, a due xxxx or other appropriate instrument evidencing such
holder's right to receive such distribution upon its occurrence.
7
Notwithstanding the foregoing, the Corporation shall not elect the
adjustment provided for in clause (i) above if the then fair market value (as
determined in good faith by the Board of Directors of the Corporation) of the
Other Distribution applicable to one share of Common Stock is equal to or
greater than the then Fair Market Value per share of Common Stock on the record
date of such distribution.
(g) "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Corporation or deemed to be issued pursuant to this Section
8 (whether or not subsequently reacquired or retired by the Corporation), other
than Excluded Stock. "Excluded Stock" shall mean (i) Common Stock and/or
options, warrants or other Common Stock purchase rights and the Common Stock
issued pursuant to such options, warrants or other rights to employees, officers
or directors of, or consultants or advisors to the Corporation or any subsidiary
pursuant to stock purchase or stock option plans or other arrangements that are
approved by the Board of Directors; (ii) Common Stock issued pursuant to the
exercise of options, warrants or convertible securities outstanding as of the
date hereof; (iii) Common Stock issued pursuant to a transaction for which an
adjustment is made pursuant to Section 7 and clauses (d) and (e) of this Section
8 hereof; and (iv) shares of Common Stock issued for cash in a registered
underwritten offering bona fide offered and sold to the public. The "Effective
Price" of Additional Shares of Common Stock shall mean the quotient determined
by dividing the total number of Additional Shares of Common Stock issued or
sold, or deemed to have been issued or sold by the Corporation under this
Section 8, into the aggregate consideration received, or deemed to have been
received by the Corporation for such issue under this Section 8, for such
Additional Shares of Common Stock.
SECTION 9. No Dilution or Impairment. If any event shall occur as to which
the provisions of Section 7 or 8 hereof are not strictly applicable but the
failure to make any adjustment would adversely affect the purchase rights
represented by this Warrant in a way that is contrary to the manifest and
essential intent and principles of Sections 7 and 8 hereof, then, in each such
case, the Board of Directors of the Corporation shall provide for an adjustment,
if applicable, on a basis consistent with the manifest and essential intent and
principles established in Sections 7 and 8 hereof, necessary to preserve,
without dilution, the purchase rights represented by this Warrant.
SECTION 10. Notice of Adjustment. Upon any adjustment or other change
relating to the Exercise Price or the securities purchasable upon the exercise
of this Warrant, then, and in each such case, the Corporation shall (a) file at
the Warrant Office a certificate of a firm of independent public accountants
(who may be the regular accountants employed by the Corporation) setting forth
the Exercise Price and number of shares of Common Stock issuable upon exercise
of the Warrant after such adjustment and setting forth a statement of the facts
requiring such adjustment and showing in reasonable detail the manner of
computing the same and (b) promptly give written notice thereof, by first class
mail, postage prepaid, addressed to the registered holder of this Warrant at the
address of such registered holder as shown on the books of the Corporation,
which notice shall state the increase or decrease in the number or other
denominations of securities purchasable upon the exercise of this Warrant and a
copy of the certificate referred to in clause (a) above.
8
SECTION 11. Fractional Shares. If the number of shares of Common Stock
purchasable upon the exercise of this Warrant is adjusted pursuant to provisions
hereof, the Corporation shall nevertheless not be required to issue fractions of
shares, upon exercise of this Warrant or otherwise, or to distribute
certificates that evidence fractional shares. Whether or not fractional shares
are issuable upon exercise of this Warrant shall be determined on the basis of
the total number of shares of Common Stock the holder is at the time acquiring
and the number of shares of Common Stock issuable upon such aggregate exercise.
With respect to any fraction of a share called for upon any exercise hereof, the
Corporation shall pay to the holder hereof an amount in cash equal to such
fraction multiplied by the current Fair Market Value of one share of Common
Stock.
SECTION 12. Information. Each holder of this Warrant, and each holder of
shares of Common Stock acquired upon the exercise of this Warrant, by acceptance
hereof and thereof, agrees to furnish to the Corporation such information
concerning such holder as may be requested by the Corporation which is necessary
in connection with any registration or qualification of shares of Common Stock
purchasable hereunder.
SECTION 13. Warrant Holder Not Deemed Stockholder. The holder of this
Warrant shall not, as such, be entitled to any rights as a stockholder of the
Corporation, except for those conferred pursuant to this Warrant, nor shall the
holder of this Warrant have any liabilities to purchase any securities hereunder
or as a stockholder of the Corporation whether such liabilities are asserted by
the Corporation or by creditors or stockholders of the Corporation or otherwise.
SECTION 14. Transfer Restrictions. Other than in connection with transfers
to its general partners, limited partners or affiliates (so long as such a
transfer would not require approvals or registrations under applicable state
"blue sky" or federal securities laws), the holder of this Warrant may not
transfer all or any portion of this Warrant until February 23, 2004. This
Warrant and the shares of Common Stock issuable upon exercise of this Warrant
may not be pledged, sold, assigned or otherwise transferred unless the proposed
disposition is the subject of a currently effective registration statement under
the Securities Act of 1933, as amended, or unless an exemption from registration
thereunder is available. Subject to the prior sentence, the shares of Common
Stock issuable upon exercise of this Warrant are freely transferable at any
time.
SECTION 15. Rights of Action; Remedies. All rights of action with respect
to this Warrant are vested in the holder of this Warrant, and the holder may
enforce against the Corporation its right to exercise this Warrant for the
purchase of shares of Common Stock in the manner provided in this Warrant. The
Corporation stipulates that the remedies at law of the holder of this Warrant in
the event of any default or threatened default by the Corporation in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.
SECTION 16. Modification of Warrant. This Warrant shall not be modified,
supplemented or altered in any respect except with the consent in writing of the
holder hereof and the Corporation; and no change in the number or nature of the
securities purchasable upon
9
the exercise of this Warrant, or the exercise price therefor, or the
acceleration of the Warrant Expiration Date, shall be made without the consent
in writing of the holder hereof, other than such changes as are specifically
prescribed by this Warrant as originally executed.
SECTION 17. Miscellaneous. This Warrant shall be governed by, and
construed and enforced in accordance with, the laws of State of Delaware,
without regard to its principles of conflicts of laws. The headings in this
Warrant are for purposes of reference only and shall not limit or otherwise
affect any of the terms hereof. This Warrant is being executed as an instrument
under seal. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision. This
Warrant, the Registration Rights Agreement and the Securities Purchase
Agreement, dated as of February 23, 2001, among the Corporation, CCC Capital
Trust and Capricorn embody the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof.
SECTION 18. Successors. All the covenants and provisions of this Warrant
shall bind and inure to the benefit of the successors and permitted transferees
of the holder and the successors of the Corporation.
SECTION 19. Exchange Listing. The Corporation will from time to time take
all action that may be necessary so that the shares of Common Stock issuable
upon exercise of this Warrant, immediately upon their issuance upon the exercise
of this Warrant, will be listed on the principal securities exchanges, automated
quotation systems or other markets within the United States of America, if any,
on which the shares of Common Stock are then listed, if any.
SECTION 20. Definitions. For purposes of this Warrant, the following terms
have the following respective meanings:
"Average Price" means, with respect to any shares of stock or securities,
including the Common Stock, on any date of determination, the average for
the five (5) Trading Days preceding and including such date of
determination of the reported last sale prices per share on a National
Securities Exchange or admitted to unlisted trading privileges on such
exchange or quoted in the NASDAQ System, or if not listed or admitted to
unlisted trading privileges, the average for the five (5) Trading Days
preceding and including the date of determination of the average of the
last reported bid and asked prices per share or security reported by the
National Quotation Bureau.
"Fair Market Value" means, with respect to any shares of stock or other
securities, (i) if such stock or securities are listed or admitted to
trading on a national securities exchange or admitted to unlisted trading
privileges on such exchange or quoted in the NASDAQ System, the Average
Price per share or security, as the case may be, at the close of trading
on the Trading Day on which the relevant determination is to be made (the
date of exercise of the Warrant, in the case of any such determination to
be made with respect to such exercise) or, if such day is not a Trading
Day, the Trading Day immediately preceding such day and (ii) if such stock
or security is not so listed or admitted to unlisted trading privileges,
the current fair market value of such stock or security as determined in
good faith by the Board of Directors of the Corporation.
10
"Trading Day" means (i) if the relevant stock or security is listed or
admitted for trading on the New York Stock Exchange or any other national
securities exchange, a day on which such exchange is open for business;
(ii) if the relevant stock or security is quoted on the NASDAQ National
Market or any other system of automated dissemination of quotations of
securities prices, a day on which trades may be effected through such
system; or (iii) if the relevant stock or security is not listed or
admitted for trading on any national securities exchange or quoted on the
NASDAQ National Market or any other system of automated dissemination of
quotation of securities prices, a day on which the relevant stock or
security is traded regular way in the over-the-counter market and for
which a closing bid and a closing asked price for such stock or security
are available.
11
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly
executed as of the date first written above.
CCC INFORMATION SERVICES
GROUP INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT A
EXERCISE FORM
(To be signed only on exercise of Warrant)
CCC Information Services Group Inc.
World Trade Center Chicago
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
The undersigned hereby irrevocably elects to exercise the right to
purchase represented by the within Warrant for, and to purchase thereunder,
_______ shares of the stock provided for therein, and requests that certificates
for such shares be issued in the name of:
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(Please print name, address, and social security number)
and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of the
undersigned holder of the within Warrant or his Assignee as below indicated and
delivered to the address stated below.
NAME OF HOLDER OR ASSIGNEE:_____________________________________________
(Please print)
ADDRESS OF HOLDER
OR ASSIGNEE:_______________________________________________________________
SIGNATURE OF HOLDER:_____________________________________________________
DATED:__________________
Note: The above signature must correspond with the name exactly as written upon
the face of the within Warrant in every particular, without alteration or
enlargement or any change whatever, unless the within Warrant has been assigned.
EXHIBIT B
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto _____________________________ the right represented by the within Warrant
to purchase __________________ shares of Common Stock of CCC Information
Services Group Inc. to which the within Warrant relates, and appoints
______________________ attorney to transfer such rights on the books of CCC
Information Services Group Inc. with full power of substitution in the premises.
NAME OF HOLDER:__________________________________________________________
(Please print)
ADDRESS:__________________________________________________________________
SIGNATURE OF HOLDER:____________________________________________________
DATED:__________________
Note: The above signature must correspond with the name exactly as written upon
the face of the within Warrant in every particular, without alteration or
enlargement or any change whatever, unless the within Warrant has been assigned.
SIGNED IN THE PRESENCE OF:
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