THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT OR STATE SECURITIES LAWS OR AN
EXEMPTION THEREFROM.
FORM OF
ADDITIONAL COMMON STOCK PURCHASE WARRANT
OF
ABC-NACO INC.
No. _____ Certificate for _____________ Warrant Shares
ABC-NACO INC., a Delaware corporation (the "Company"), hereby certifies
that ______________________, or assigns, is the holder of the warrant set forth
above (the "Warrant"). The Warrant entitles the holder thereof (a "Holder"),
subject to the provisions contained herein, to purchase from the Company up to
the aggregate number of shares of common stock, par value $.01 per share, of the
Company ("Common Stock") set forth above (the "Warrant Shares"), at the exercise
price of $.01 per share (the "Exercise Price"), subject to adjustment upon the
occurrence of certain events described hereinafter. The Warrant shall terminate
and become void as of 5:00 p.m., Chicago time, on June 25, 2011 (the "Expiration
Date").
1. Do not Remove.
This Warrant is issued under and in accordance with the Series C Preferred
Stock and Common Stock Warrant Purchase Agreement, dated as of April 17, 2001
(the "Stock Purchase Agreement"), between the Company and the Investors named
therein.
The Exercise Price and the number of shares of Common Stock issuable upon the
exercise of the Warrant are subject to adjustment as provided hereinafter in
Section 2.
All shares of Common Stock issuable by the Company upon the exercise of the
Warrant shall, upon such issuance, be duly and validly issued and fully paid and
non-assessable.
1.1. Exercise Period.
(a) This Warrant shall become exercisable for such number of Warrant
Shares as follows:
(i) On July 1, 2001, for ______________ Warrant Shares, if EBITDA for
the twelve (12) months ended June 30, 2001, is less than Seventy Million Dollars
($70,000,000) and no Sale of the Company has occurred on or before June 30,
2001;
(ii) On October 1, 2001, for an additional _________ Warrant Shares, if
EBITDA for the twelve (12) months ended September 30, 2001, is less than Seventy
Million Dollars ($70,000,000) and no Sale of the Company has occurred on or
before September 30, 2001;
(iii) On January 1, 2002, for an additional ____________ Warrant Shares, if
EBITDA for the twelve (12) months ended December 31, 2001, is less than Seventy
Million Dollars ($70,000,000) and no Sale of the Company has occurred on or
before December 31, 2001;
(iv) On April 1, 2002, for an additional ____________ Warrant Shares, if
EBITDA for the twelve (12) months ended March 31, 2002, is less than Seventy
Million Dollars ($70,000,000) and no Sale of the Company has occurred on or
before March 31, 2002;
(v) On July 1, 2002, for an additional _________ Warrant Shares, if EBITDA
for the twelve (12) months ended June 30 2002, is less than Seventy Million
Dollars ($70,000,000) and no Sale of the Company has occurred on or before June
30, 2002;
(vi) On October 1, 2002, for an additional ____________ Warrant Shares, if
EBITDA for the twelve (12) months ended September 30, 2002, is less than Seventy
Million Dollars ($70,000,000) and no Sale of the Company has occurred on or
before September 30, 2002;
(vii) On January 1, 2003, for an additional __________ Warrant Shares, if
EBITDA for the twelve (12) months ended December 31, 2002, is less than Seventy
Million Dollars ($70,000,000) and no Sale of the Company has occurred on or
before December 31, 2002; and
(viii) On April 1, 2003, for an additional _____________ Warrant Shares, if
EBITDA for the twelve (12) months ended March 31, 2003, is less than Seventy
Million Dollars ($70,000,000) and no Sale of the Company has occurred on or
before March 31, 2003.
(b) For purposes of this Section 1.1, the following terms are defined
as set forth below:
(i) "EBITDA" of a period shall mean the sum of (a) consolidated net
income for such period, plus (b) provision for income taxes of the Company
during such period, plus (c) depreciation and amortization expense of the
Company accrued during such period (but only to the extent not included in
interest expense), plus (d) net interest expense during such period, determined
in accordance with U.S. generally accepted accounting principles in effect of
the date of original issuance of this Warrant, as reflected on the Company's
financial statements filed periodically with the Securities and Exchange
Commission in accordance with the Exchange Act.
(ii) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder.
(iii) "Marketable Securities" shall mean that (A) such securities are listed
for trading on the New York Stock Exchange, the American Stock Exchange or the
NASDAQ (as defined in Section 1.4 below); (B) the average closing price per
share of such securities is at least Ten Dollars ($10.00) per share (determined
during the twenty (20) trading days immediately preceding the first public
announcement of the Sale of the Company); and (C) the average trading volume of
such securities is at least 100,000 shares per trading day, as reported by
Bloomberg, during the sixty (60) trading day period immediately preceding the
first public announcement of the Sale of the Company.
(iv) "Person" shall mean and include an individual, a corporation, a
partnership, a trust, an unincorporated organization and a government or any
department, agency or political subdivision thereof.
(v) "Sale of the Company" shall mean (A) the sale, conveyance or
disposition of all of the equity interests in the Company or (B) the sale,
conveyance or disposition of all or substantially all of the assets of the
Company and its Subsidiaries on a consolidated basis (other than to a wholly
owned Subsidiary of the Company or a pledge or grant of a security interest to a
bona fide lender), in either case for cash or Marketable Securities.
(vi) "Subsidiaries" shall mean, when used with reference to a Person, a
corporation or limited liability company, the majority of the outstanding voting
securities or membership interests of which are owned directly or indirectly by
such Person.
(c) Within 30 days of the end of each calendar quarter referred to
above in Section 1.1(a), the Company shall deliver to the Holder of this Warrant
a written statement setting forth in reasonable detail the actual EBITDA of the
Company for the twelve month period ending on the date that such calendar
quarter ends.
1.2. Exercise Procedure. In order to exercise the Warrant, the
Holder hereof must surrender the Warrant at the office of the Company, at 000
Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Secretary, or such
other address as the Company may specify by written notice to the Holder
hereof, with the Exercise Subscription Form attached hereto as Exhibit A duly
executed by the Holder hereof, together with any required payment in full of the
Exercise Price then in effect for the Warrant Shares, as to which the Warrant is
submitted for exercise, all subject to the terms and conditions hereof. Any
such payment of the Exercise Price shall be in cash (except as provided in
Section 1.4 hereof), payable to the order of the Company, by bank check or wire
transfer of an amount equal to the applicable Exercise Price.
1.3. Partial Exercise. This Warrant may be exercised for less than the
aggregate number of Warrant Shares, in which case the number of Warrant Shares
receivable upon the exercise of this Warrant as a whole, and the sum payable
upon the exercise of this Warrant as a whole, shall be proportionately reduced.
Upon any such partial exercise, the Company, at is expense shall forthwith issue
to the Holder hereof a new Warrant or Warrants of like tenor calling for the
number of remaining Warrant Shares as to which rights have not been exercised,
such Warrant or Warrants to be issued in the name of the holder hereof or its
nominee (upon payment by such holder of any applicable transfer taxes).
1.4. Net Issue Exercise.
(a) In lieu of paying the Exercise Price in cash, the Holder may elect
to pay the Exercise Price with Warrant Shares by surrender of this Warrant at
the principal office of the Company together with notice of such election, in
which event the Company shall issue to the Holder that number of Warrant Shares
computed using the following formula:
[GRAPHIC OMITED]
Where
X is the number of Warrant Shares to be issued to Holder pursuant to this
Section 1.4;
Y is the number of Warrant Shares as to which Holder is exercising this
Warrant;
A is the Fair Market Value Price (as hereinafter defined) of the Company's
Common Stock in effect under this Warrant as of the date of exercise of this
Warrant; and
B is the Exercise Price in effect under this Warrant as of the date of
exercise of this Warrant.
(b) As used herein, the "Fair Market Value Price" of the Company's
Common Stock shall be the average of the closing prices per share of the
Company's Common Stock as reported by the Nasdaq National Market ("NASDAQ") (or
on any exchange on which Common Stock is listed) or, if there is no such closing
price, the average of the closing bid and asked prices quoted in the
Over-The-Counter Market Summary, whichever is applicable, as published in the
Eastern Edition of The Wall Street Journal for the ten (10) trading days
immediately prior to the date of determination of such price. If the Company's
Common Stock is not traded on NASDAQ (or other exchange) or Over-The-Counter,
the "Fair Market Value Price" of the Company's Common Stock shall be the price
per share as determined in good faith by the Company's Board of Directors.
1.5. Expenses in Connection with Exercise. The Company shall pay
all taxes and other governmental charges that may be imposed on the Company or
on the Warrant or on the Warrant Shares or any other securities deliverable upon
exercise of the Warrant. The Company shall not be required, however, to pay any
tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for shares of Common Stock or other securities
underlying the Warrant or payment of cash to any person other than the Holder of
the Warrant surrendered upon the exercise of a Warrant, and in case of such
transfer or payment, the Company shall not be required to issue any stock
certificate or pay any cash until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no such tax or other
charge is due.
2. Do not Remove.
2.1. Adjustments. The number of Warrant Shares issuable upon
exercise of the Warrant and the Exercise Price shall be subject to adjustment
from time to time as follows:
(a) Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case the holders of Common Stock (or any Other
Securities, as defined below) have received, or (on or after the record date
fixed for the determination of stockholders eligible to receive) have become
entitled to receive, without payment therefor,
(i) other or additional stock or other securities or property (other
than cash) by way of dividend, or
(ii) any cash (excluding cash dividends payable solely out of earnings or
earned surplus of the Company), or
(iii) other or additional stock or other securities or property (including
cash) by way of spin-off, split-up, reclassification, recapitalization,
combination of shares or similar corporate rearrangement, or any merger or
consolidation or the sale, conveyance or disposition of a majority of the assets
of the Company and its Subsidiaries on a consolidated basis (other than to a
wholly owned Subsidiary of the Company),
other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 2.1(b)), then and in each such case the Holder will be entitled
to receive the amount of stock and other securities and property (including cash
in the cases referred to in subdivisions (ii) and (iii) of this Section 2.1(a))
that such Holder would be entitled to receive on the date of such exercise if on
the date hereof, such Holder had been the holder of record of the number of
shares of Common Stock called for on the face of this Warrant and had
thereafter, during the period from the date hereof up to and including the date
of such exercise, retained such shares and all such other or additional stock
and other securities and property (including cash in the cases referred to in
clauses (ii) and (iii) of this Section 2.1(a)) receivable by such Holder as
aforesaid during such period, giving effect to all adjustments called for during
such period by Section 2.1(b). The term "Other Securities" means stock or other
securities of the Company or any other Person (i) which the Holder at any time
shall be entitled to receive, or shall have received, on the exercise of this
Warrant, in lieu of or in addition to Common Stock, or (ii) which at any time
shall be issuable or shall have been issued in exchange for or in replacement of
Common Stock or such other stock or securities pursuant to the terms hereof.
(b) Adjustment for Stock Dividend, Stock Split, etc. If the Company
(i) issues additional shares of Common Stock as a dividend or other distribution
on outstanding shares of Common Stock, (ii) subdivides its outstanding shares of
Common Stock, (iii) combines its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, and then, in each such event, the
number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to the record date for such dividend or distribution or the effective date
of such subdivision or combination shall be adjusted, and thereafter
simultaneously with such event, the Exercise Price shall be adjusted by
multiplying the current Exercise Price by a fraction, the numerator of which
will be the number of shares of Common Stock outstanding immediately prior to
such event and the denominator of which will be the number of shares of Common
Stock outstanding immediately after such event, and the product so obtained will
thereafter be the Exercise Price then in effect; provided, however, that in no
event shall the Exercise Price of this Warrant be adjusted downward to an amount
that is below the then current par value of the Common Stock. An adjustment
made pursuant to this Section 2.1(b) shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for
such event.
(c) Notices of Record Date, etc. In the event of:
(i) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or
(ii) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any sale of the Company
(whether by sale of stock, merger, consolidation or sale of all or substantially
all the assets of the Company or otherwise), or
(iii) any voluntary or involuntary dissolution, liquidation or winding-up of
the Company,
then and in each such event the Company will mail or cause to be mailed to the
Holder a notice specifying (A) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, and (B) the date on which
any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) will be entitled to exchange their shares of Common
Stock (or Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up. Such notice will be mailed at
least ten (10) Business Days prior to the date specified in such notice on which
any such action is to be taken. For purposes of this Warrant, the term "Other
Securities" shall mean stock or other securities of the Company or any other
entity (corporate or otherwise) (i) which the Holder at any time shall be
entitled to receive, or shall have received, on the exercise of this Warrant, in
lieu of or in addition to Common Stock, or (ii) which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or such other stock or securities pursuant to the terms hereof; and the
term "Business Day" shall mean any day other than Saturday, Sunday or other day
in which commercial money center banks in New York City, New York are closed for
business.
(d) De Minimis Adjustments. No adjustment in the number of shares of
Common Stock issuable hereunder shall be required unless such adjustment would
require an increase or decrease of at least one-tenth of one percent (.1%) in
the number of shares of Common Stock purchasable upon an exercise of each
Warrant; provided, however, that any adjustments which by reason of this Section
2.1(d) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations shall be made to the
nearest one one-thousandth (1/1,000) of a share.
(e) Effective Date for Adjustment. For purposes of any adjustment to the
number of Warrant Shares issuable to the Holder, the exercise of the Warrant
shall be deemed to have occurred on the first day immediately following the
conclusion of each quarterly exercise period ending on March 31, June 30,
September 30 and December 31 as set forth in Section 1.
2.2. Officers' Statement as to Adjustments. Whenever the number
of Warrant Shares or other stock or property issuable upon the exercise of this
Warrant or the Exercise Price shall be adjusted as provided in Section 2.1(a)
and Section 2.1(b) hereof, respectively, the Company shall forthwith (i) file at
each office designated for the exercise of this Warrant a statement, signed by
the Chairman of the Board, the President, or any Vice President or Treasurer of
the Company, and (ii) provide written notice, sent by mail, first class, postage
prepaid, to the record Holder of this Warrant at its address appearing on the
stock register, in each case showing in reasonable detail the facts requiring
such adjustment and the computation by which such adjustments were made.
2.3. Fractional Interest. The Company may, but shall not be required
to, issue fractional shares of Common Stock 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 shares of Common Stock which shall be
issuable upon such exercise thereof shall be computed on the basis of the
aggregate number of shares of Common Stock acquirable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock would, except
for the provisions of this Section 2.3 be issuable on the exercise of any
Warrant (or specified portion thereof), the Company may, in lieu thereof, pay an
amount in cash calculated by it to be equal to the then current market value per
share of Common Stock (as determined by the Board of Directors) multiplied by
such fraction computed to the nearest whole cent; provided, however, that in the
event the Company is unable or is not permitted under applicable law or under
any applicable financing agreements to pay such amount in cash, the Company
shall issue fractional shares rounded to the nearest one one-hundredth (1/100)
of a share.
2.4. Adjustment by Board of Directors. If any event occurs as to
which the provisions of Section 2.1 are not strictly applicable or if strictly
applicable would not fairly protect the rights of the Holder of this Warrant in
accordance with the essential intent and principles of such provisions, then the
Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such rights as aforesaid, but in no event shall any adjustment have the
effect of increasing the Exercise Price as otherwise determined pursuant to any
of the provisions of Section 2.1 except in the case of a combination of shares
of a type contemplated in Section 2.1(a) and then in no event to an amount
larger than the Exercise Price as adjusted pursuant to Section 2.1(b).
3. Do not Remove.
3.1. Exchange of Warrant. At the option of the Holder, the
Warrant may be exchanged at such office, and upon payment of the charges
hereinafter provided. Whenever the Warrant is so surrendered for exchange, the
Company shall execute and deliver the Warrant that the Holder making the
exchange is entitled to receive.
3.2. Company's Obligations. A Warrant issued upon any registration of
transfer or exchange of the Warrant shall be the valid obligations of the
Company, evidencing the same obligations, and entitled to the same benefits
under this Warrant, as the Warrant surrendered for such registration of transfer
or exchange.
3.3. Evidence of Transfer or Assignment. This Warrant, if surrendered
for registration of transfer or exchange shall (if so required by the Company)
be duly endorsed, or be accompanied by a written instrument of transfer in form
attached hereto as Exhibit B, duly executed by the Holder thereof or such
Xxxxxx's attorney duly authorized in writing.
3.4. Delivery of Stock Certificates on Exercise. As soon as
practicable after the exercise of this Warrant and payment of the Exercise
Price, and in any event within ten (10) Business Days thereafter, the Company,
at its expense, will cause to be issued in the name of and delivered to the
holder hereof a certificate or certificates for the number of fully paid and
non-assessable shares or other securities or property to which such holder shall
be entitled upon such exercise, plus, in lieu of any fractional share to which
such holder would otherwise be entitled, cash in an amount determined in
accordance with Section 2.3 hereof. The Company agrees that the shares so
purchased shall be deemed to be issued to the holder hereof as the record owner
of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such shares as aforesaid.
3.5. No Charges. No service charge shall be made for any
registration of transfer or exchange of the Warrant.
4. Do not Remove.
4.1. No Voting Rights. Prior to the exercise of the Warrant, no
Holder of this Warrant, as such, shall be entitled to any rights of a
stockholder of the Company, including, without limitation, the right to vote, to
consent, to exercise any preemptive right, to receive any notice of meetings of
stockholders for the election of directors of the Company or any other matter or
to receive any notice of any proceedings of the Company, except as may be
specifically provided for herein.
4.2. Right of Action and Remedies. All rights of action in
respect of this Warrant are vested in the Holder of the Warrant, and any Holder
of the Warrant or the Holder of any other Warrant, may, in such Xxxxxx's own
behalf and for such Xxxxxx's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, such Xxxxxx's right to exercise, exchange or tender
for purchase such Holder's Warrant in the manner provided herein. The Company
stipulates that the remedies at law of the holder of this Warrant in the event
of any default by the Company in the performance of or compliance with any of
the terms of this Warrant are not and will not be adequate, and that the same
may be specifically enforced.
5. Do not Remove.
5.1. Surrender of Warrant. A Warrant surrendered for exercise or
redemption shall, if surrendered to the Company shall be promptly canceled by
the Company and shall not be reissued by the Company. The Company shall destroy
such each canceled Warrant.
5.2. Mutilated, Destroyed, Lost and Stolen Warrants.
(a) If (i) a mutilated Warrant is surrendered to the Company or (ii)
the Company receives evidence to its reasonable satisfaction of the destruction,
loss or theft of the Warrant, and there is delivered to the Company such
security or indemnity as may be required by it to save it harmless, then, in the
absence of notice to the Company that such Warrant has been acquired by a bona
fide purchaser, the Company shall execute and deliver, in exchange for any such
mutilated Warrant or in lieu of any such destroyed, lost or stolen Warrant, a
new Warrant of like tenor and for a like aggregate number of Warrant Shares.
(b) Upon the issuance of any new Warrant under this Section 5.2, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and other expenses
(including the reasonable fees and expenses of the Company and of counsel to the
Company) in connection therewith.
(c) A new Warrant executed and delivered pursuant to this Section 5.2 in
lieu of any destroyed, lost or stolen Warrant shall constitute an original
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Warrant shall be at any time enforceable by anyone, and shall be entitled
to the benefits of this Warrant equally and proportionately with any and all
other Warrants duly executed and delivered hereunder.
(d) The provisions of this Section 5.2 are exclusive and shall preclude (to
the extent lawful) all other rights or remedies with respect to the replacement
of mutilated, destroyed, lost or stolen Warrants.
5.3. Notices. (a) Except as otherwise provided in Section 5.3(b),
any notice, demand or delivery authorized by this Warrant shall be sufficiently
given or made when mailed if sent by first-class mail, postage prepaid, or by
facsimile, addressed to any Holder of the Warrant at such Xxxxxx's address or
facsimile number shown on the register of the Company and to the Company as
follows:
If to the Company:
ABC-NACO INC.
000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Secretary
or such other address as shall have been furnished to the party giving or making
such notice, demand or delivery.
(a) Hidden text do not remove
(b) Any notice required to be given by the Company to the Holder shall be
made by mailing by registered mail, return receipt requested, or by facsimile to
the Holders at their respective addresses shown on the register of the Company.
Any notice that is mailed or sent via facsimile in the manner herein provided
shall be conclusively presumed to have been duly given when mailed or
transmitted, whether or not the Holder receives the notice.
5.4. Persons Benefiting. This Warrant shall be binding upon and
inure to the benefit of the Company, and its respective successors and assigns,
and the Holder, from time to time, of the Warrant. Nothing in this Warrant is
intended or shall be construed to confer upon any Person, other than the
Company, and the Holder of the Warrant any right, remedy or claim under or by
reason of this Warrant or any part hereof.
5.5. Counterparts. This Warrant may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.
5.6. Headings. The descriptive headings of the several Sections of
this Warrant are inserted for convenience and shall not control or affect the
meaning or construction of any of the provisions hereof.
5.7. Amendments. The Company shall not, without the prior written
consent of the Holder of the Warrant, by supplemental agreement or otherwise,
make any changes, modifications or amendments to this Warrant.
5.8. Applicable Law. THIS WARRANT AND ALL RIGHTS ARISING HEREUNDER
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
AND INSTRUMENTS EXECUTED AND TO BE PERFORMED ENTIRELY IN SUCH STATE.
5.9. Waiver of Jury Trial. EACH PARTY TO THIS WARRANT, AND EACH HOLDER
BY ACCEPTANCE OF THE WARRANT, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
This Warrant shall not be valid for any purpose until it shall have been signed
by the Company.
Dated: June __, 2001
ABC-NACO INC.
By:
Name:
Title:
ACCEPTED AS OF THE DATE HEREOF:
HOLDER
By:
By:
Name:
Title:
Exhibit B
---------
Exhibit A
---------
[To be signed only upon exercise of Warrant]
EXERCISE SUBSCRIPTION FORM
To: ABC-NACO INC.
000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Secretary
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ______ shares of Common Stock of _____________ and herewith
makes payment of $_____ therefor, and requests that the certificates for such
shares be issued in the name of, and be delivered to ____________, whose address
is _____________.
Dated: _____________
By
Address:
[To be signed only upon transfer of Warrant]
FORM OF ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________ the right represented by the within Warrant to purchase the
______ shares of the Common Stock of ____________________ to which the within
Warrant relates, and appoints _____________ attorney to transfer said right on
the books of _____________________ with full power of substitution in the
premises.
Dated: _____________
By
Address:
Exhibit C
---------
[NET ISSUE EXERCISE OF WARRANT]
FORM OF NET ISSUE EXERCISE
To: ABC-NACO INC.
000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Secretary
The undersigned, the holder of the attached Warrant number W ______, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
pursuant to Section 1.4 (Net Issue Exercise) thereof, and requests that the
certificates for such shares be issued in the name of, and be delivered to
____________________________, whose address is _____________________________.
Dated: _____________________ ___________________________________
By: ________________________________
Address:
____________________________________
____________________________________
