FIRST AMENDMENT
TO
STOCK PURCHASE WARRANT
(WARRANT NO. W-2)
With this First Amendment to Stock Purchase Warrant (Warrant
No. W-2), dated as of July 8, 1999 (this "First Amendment"), ThermoView
Industries, Inc., a Delaware corporation (the "Company") and Xxxxx Xxxxxxx
Strategic Growth Fund, L.P. (the "Registered Owner") hereby mutually agree to
amend that certain Stock Purchase Warrant (Warrant No. W-2), dated as of
April 23, 1999 (the "Warrant"), issued by the Company to the Registered
Owner, as follows:
A new section of the Warrant, Section 6(l) is added, as
follows:
"6(l) REDEMPTION DEMAND. Notwithstanding anything to the contrary
contained herein, the Company shall not be required to repurchase or redeem
any shares of Common Stock issuable upon exercise or conversion of this
Warrant if such repurchase or redemption would result in the occurrence of a
default or event of default under any of the Company's respective loan
documents (the "Loan Documents") with (i) PNC Bank, N.A., (ii) any successor
senior lender, or (iii) GE Capital Equity Investments, Inc.; PROVIDED,
HOWEVER, that in each such event: (a) the Company shall provide the
Registered Owner with written notice (the "Violation Notice"), within three
(3) Business Days of such Registered Owner's repurchase or redemption demand
(the "Redemption Demand"), that such repurchase or redemption would result
in the occurrence of a default or event of default under the Loan Documents,
(b) the Exercise Price shall be reduced, at the Registered Owner's option, to
the Per Share Market Value for the five (5) Trading Days immediately
preceding the date the Redemption Demand was made or the date that the
Company delivered the Violation Notice and (c) the Company shall deliver to
the Registered Owner the Officer's Certificate pursuant to Section 8 of this
Warrant, setting forth the Exercise Price as reduced pursuant to the terms
hereof."
IN WITNESS WHEREOF, Company has executed this First Amendment as of the day
and year first written above.
"Company"
THERMOVIEW INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
AGREED AND ACKNOWLEDGED:
"Registered Owner"
XXXXX XXXXXXX STRATEGIC GROWTH FUND, L.P.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Principal
-2-
SECOND AMENDMENT
TO
STOCK PURCHASE WARRANT
(WARRANT NO. W-2)
With this Second Amendment to Stock Purchase Warrant (Warrant No. W-2),
dated as of August 3, 1999 (this "Second Amendment"), ThermoView Industries,
Inc., a Delaware corporation (the "Company") and Xxxxx Xxxxxxx Strategic
Growth Fund, L.P. (the "Registered Owner") hereby mutually agree to amend
that certain Stock Purchase Warrant (Warrant No. W-2), dated as of April 23,
1999, as amended by that First Amendment to Stock Purchase Warrant, dated as
of July 8, 1999 (the "Warrant"), issued by the Company to the Registered
Owner, as follows:
2. Section 3 of the Warrant shall be amended to read as follows:
3. Exercise Price.
a. The initial per share exercise price of this Warrant,
representing the price per share at which the shares of stock issuable
upon exercise of this Warrant may be purchased, is six dollars
($6.00), subject to adjustment from time to time pursuant to the
provisions of Section 6 hereof (the "EXERCISE PRICE").
b. Registered Owner agrees to enter into a Lock-Up Agreement
in the form of EXHIBIT A hereto, on August 4, 1999 with the Lock-Up
Period commencing on the date of the closing of the initial public
offering of the Company's Common Stock and terminating on January
31, 1999.
IN WITNESS WHEREOF, the company has executed this Second Amendment as of
the date and year first written above.
THERMOVIEW INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
AGREED AND ACKNOWLEDGED:
XXXXX XXXXXXX STRATEGIC GROWTH FUND, L.P.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Principal
