EXHIBIT 10.12
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.
No. W-1 Right to Purchase Shares of
Common Stock of Lionbridge
Technologies, Inc.
Lionbridge Technologies, Inc.
COMMON STOCK PURCHASE WARRANT
June 29, 2001
Lionbridge Technologies, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, Capital Resource Partners IV, L.P., a
Delaware limited partnership ("CRL"), or assigns, is entitled, subject to the
terms set forth below, to purchase from the Company at any time or from time to
time before 5:00 p.m., Boston time, on June 29, 2008, or such later time as may
be specified in Section 17 hereof, such number of fully paid and nonassessable
shares of Common Stock, par value $.01 per share, of the Company as is equal to
the Warrant Number (as hereinafter defined), at a purchase price per share equal
to the Purchase Price (as hereinafter defined). The Warrant Number, the
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.
This Common Stock Purchase Warrant (this "Warrant") is issued pursuant to a
certain Note and Warrant Purchase Agreement (the "Agreement"), dated as of June
29, 2001, by and between the Company and CRL, a copy of which agreement is on
file at the principal office of the Company, and the holder of this Warrant
shall be entitled to all of the benefits and bound by all of the applicable
obligations of the Agreement, as provided therein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include Lionbridge Technologies, Inc. and any
corporation which shall succeed to, or assume the obligations of, the Company
hereunder.
(b) The term "Common Stock" includes (i) the Company's Common Stock, par
value $.01 per share, as authorized on the date of the Agreement, (ii) any other
capital stock of any class or classes (however designated) of the company,
authorized on or after such date, the holders of which shall have the right,
without limitation as to amount per share, either to all or to a share of the
balance of current dividends and liquidating distributions after the payment of
dividends and distributions on any shares entitled to preference in the payment
thereof, and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of directors
of the Company (even though the right so to vote may be have been suspended by
the happening of such a contingency), and (iii) any other securities into which
or for which any of the securities described in clause (i) or (ii) above may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.
(c) The term "Determination Date" shall mean the earliest of (i) the date
on which the Notes are repaid in full, (ii) the date on which the Notes are
converted into, or exchanged for, other securities of the Company upon a
Qualified Financing (as defined in the Agreement), (iii) the date of the merger
or consolidation of the
Company with or into any other entity or the sale of all or substantially all of
the Company's assets or (iv) October 31, 2001.
(d) The term "Notes" refers to any and all Notes (as such term is defined
in the Agreement).
(e) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holders of the Warrants at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrants, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.
(f) The term "Purchase Price" shall initially mean:
(i) If the Common Stock is reported on NASDAQ (as hereinafter
defined), the average of the last reported sales price on NASDAQ
(or the average of the bid and asked prices last quoted) of the
Common Stock during the 45-day trading period commencing with
the date which is 45 trading days prior to the Determination
Date; or
(ii) If the Common Stock is not reported on NASDAQ, the average of
the reported closing bid prices of the Common Stock last quoted
on the dates during the 45-day trading period commencing with
the date which is 45 trading days prior to the Determination
Date as reported by an established quotation service for over-
the-counter securities.
(iii) The "last reported" trade price or sale price or "closing" bid
price of the Common Stock on any trading day: (i) if reported on
NASDAQ shall be deemed to be the last reported trade price or
sale price, as the case may be, as of 4:00 p.m., New York time,
on that day, and (ii) if the Common Stock is listed, traded or
quoted on any other exchange, market, system or service, the
market price as of the end of the "regular hours" trading period
that is generally accepted as such by such exchange, market,
system or service.
(iv) The Purchase Price, as initially determined, shall be subject to
subsequent adjustment as provided herein.
(g) The term "Warrant" or "Warrants" refers to any and all of the Warrants
(as that term is defined in the Agreement).
(h) The term "Warrant Number" shall mean the number of shares of Common
Stock for which this Warrant may be exercised, which is determined as follows
and shall be subject to subsequent adjustment as provided herein. The Warrant
Number shall initially be determined on the Determination Date and shall be
equal to the lesser of (i) the number obtained by dividing (x) $1,000,000 by (y)
the product of (A).8 times (B) the Purchase Price, and (ii) 900,000.
1. Exercise of Warrant.
-------------------
1.1 Full Exercise. This Warrant may be exercised at any time before
-------------
its expiration in full by the holders hereof by surrender of this Warrant, with
the form of subscription at the end hereof duly executed by such holder, to the
Company at its principal office, accompanied by payment, in cash or by certified
or official bank check payable to the order of the Company, in the amount
obtained by multiplying the number of shares of Common Stock for which this
Warrant is then exercisable by the Purchase Price then in effect.
1.2 Partial Exercise. This Warrant may be exercised in part at any
----------------
time before its expiration by surrender of this Warrant and payment of the
Purchase Price then in effect in the manner and at the place provided in Section
1.1, except that the amount payable by the holder on such partial exercise shall
be the amount obtained by multiplying (a) the number of whole shares of Common
Stock designated by the holder in the subscription at the end hereof by (b) the
Purchase Price then in effect. On any such partial exercise the Company at its
expense will forthwith issue and deliver to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable
transfer taxes) may request, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock for which such Warrant or
Warrants may still be exercised.
1.3 Payment by Surrender of Notes. Notwithstanding the payment
-----------------------------
provisions of subsections 1.1 and 1.2, all or part of the payment due upon
exercise of this Warrant in full or in part may be made by the surrender by such
holder to the Company of any of the Notes and such Notes so surrendered shall be
credited against such payment in an amount equal to the principal amount thereof
plus premium (if any) and accrued interest to the date of surrender.
1.4 Company Acknowledgment. The Company will, at the time of the
----------------------
exercise of this Warrant, upon the request of the holder hereof acknowledge in
writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.
1.5 Net Issue Election. The holder may elect to receive, without the
------------------
payment by the holder of any additional consideration, shares equal to the value
of this Warrant or any portion hereof by the surrender of this Warrant or such
portion to the Company, with the net issue election notice annexed hereto duly
executed, at the office of the Company. Thereupon, the Company shall issue to
the holder such number of fully paid and nonassessable shares of Common Stock as
is computed using the following formula:
X = Y (A-B)
-------
A
where X = the number of shares to be issued to the holder pursuant to this
Section 1.5.
Y = the number of shares covered by this Warrant in respect of which the
net issue election is made pursuant to this Section 1.5.
A = the fair market value of one share of Common Stock, as determined in
accordance with the provisions of this Section 1.5.
B = the Purchase Price in effect under this Warrant at the time the net
issue election is made pursuant to this Section 1.5.
For purposes of this Section 1.5, the "fair market value" per share of the
Company's Common Stock shall mean:
(a) If the Common Stock is traded on a national securities exchange
or admitted to unlisted trading privileges on such an exchange,
or is listed on the National Market (the "National Market") of
the National Association of Securities Dealers Automated
Quotations System ("NASDAQ"), the fair market value shall be the
last reported sale price of the Common Stock on such exchange or
on the National Market on the last business day before the
effective date of exercise of the net issue election or if no
such sale is made on such day, the mean of the closing bid and
asked prices for such day on such exchange or on the National
Market;
(b) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the fair market value shall be the mean of
the last bid and asked prices reported on the last business day
before the date of the election (1) by the NASDAQ or (2) if
reports are unavailable under clause (1) above by the National
Quotation Bureau Incorporated; and
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and ask prices are not reported, the
fair market value shall be the price per share which the Company
could obtain from a willing buyer for shares sold by the Company
from authorized but unissued shares, as such price shall be
determined by mutual agreement of the company and the holder of
this Warrant. If the holder of this Warrant and the
Company are unable to agree on such fair market value, the holder
of this Warrant shall select a pool of three independent and
nationally-recognized investment banking or accounting firms from
which the Company shall select one such firm to appraise the fair
market value of the Warrant and to perform the computations
involved. The determination of such investment banking firm shall
be binding upon the Company, the holder of this Warrant and any
other holder of Warrants or Warrant Shares in connection with any
transaction occurring at the time of such determination. All
expenses of such investment banking firm shall be borne equally
by the holder of this Warrant and the Company.
2. Delivery of Stock Certificates, etc. on Exercise. As soon as
------------------------------------------------
practicable after the exercise of this Warrant in full or in part, and in any
event within ten (10) days thereafter unless a determination of fair market
value per share of Common Stock is required pursuant to Section 1.5(b)(3) above,
the Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of an delivered to the holder hereof,
or any affiliate of such holder as such holder (upon payment by such holder of
any applicable transfer taxes) may direct, a certificate or certificates for the
number of fully paid and nonassessble shares of Common Stock (or Other
Securities) to which such holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such holder would otherwise be entitled,
cash equal to such fraction multiplied by the then current market value of one
full share, together with any other stock or other securities and property
(including cash, where applicable) to which such holder is entitled upon such
exercise pursuant to Section 1 or otherwise.
3. Adjustment for Dividends in Other Stock, Property, etc.;
--------------------------------------------------------
Reclassification, etc. In case at any time or from time to time, the holders of
---------------------
Common Stock (or Other Securities) in their capacity as such shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,
(a) other or additional stock or other securities or property (other
than cash) by way of dividend, or
(b) any cash (excluding cash dividends payable solely out of earnings
or earned surplus of the Company), or
(c) 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,
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 5), then and in each such case the holder of this Warrant, on the
exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) which such holder
would hold on the date of such exercise if on the date hereof he 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 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 subdivisions (b) and (c) of this Section 3) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during
such period by Sections 4 and 5.
4. Adjustment for Reorganization, Consolidation, Merger, etc.
----------------------------------------------------------
4.1 Reorganization, Consolidation, Merger, etc. In case at any time
------------------------------------------
or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have been
entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in Sections 3 and 5.
4.2 Continuation of Terms. Upon any reorganization, consolidation,
---------------------
merger or transfer (and any dissolution following any transfer) referred to in
this Section 4, this Warrant shall continue in full force and effect, subject to
expiration in accordance with Section 17 hereof, and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant.
5. Adjustments for Certain Events.
------------------------------
5.1 Certain Dividends and Distributions. In the event the Company at
-----------------------------------
any time or from time to time after the Determination Date shall make or issue,
or fix a record date for the determination of holders of Common Stock entitled
to receive, a dividend or other distribution payable in additional shares of
Common Stock, then and in each such event the Purchase Price then in effect
immediately before such event shall be decreased as of the time of such issuance
or, in the event such a record date shall have been fixed, as of the close of
business on such record date, by multiplying the Purchase Price then in effect
by a fraction:
(1) the numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to
the time of such issuance or the close of business on such
record date, and
(2) the denominator of which shall be the total number of shares
of Common Stock shares issued and outstanding immediately
prior to the time of such issuance or the close of business
on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution;
provided, however, that if such record date shall have been fixed and such
-------- -------
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.
Upon each such adjustment of the Purchase Price, the holder of this Warrant
shall thereafter be entitled to purchase, at the Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Purchase Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Purchase Price resulting from such adjustment.
5.2 Stock Splits and Reverse Splits. In the event that at any time
-------------------------------
after the Determination Date the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the Purchase
Price in effect immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Shares purchasable pursuant to this Warrant
immediately reduced and the number of Warrant Shares purchasable pursuant to
this Warrant immediately prior to such subdivision shall be proportionately
increased, and conversely, in the event that the outstanding shares of Common
Stock of the Company shall at any time after the Determination Date be combined
into a smaller number of shares, the Purchase Price in effect immediately prior
to such combination shall be proportionately increased and the number of Warrant
Shares purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced. Except as provided in this
subsection 5.2, no adjustment in the Purchase Price and no change in the number
of Warrant Shares purchasable shall be made under this Section 5 as a result of
or by reason of any such subdivision or combination.
5.3 Record Date as Date of Issuance or Sale. In the event that at any
---------------------------------------
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other
distribution payable in Common Stock, or (ii) to subscribe for or purchase
Common Stock, then such record date shall be deemed to be the date of the issue
or sale of the shares of Common Stock deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.
6. No Dilution or Impairment. The Company will not, by amendment of its
-------------------------
Certificate of Incorporation or through any reorganization, 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 of the Warrants, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the holders of the
Warrants against dilution or other impairment. Without limiting the generality
of the foregoing, the Company (a) will not increase the par value or stated
value of any shares of stock receivable on the exercise of the Warrants above
the amount payable therefor on such stock receivable on the exercise of the
Warrants above the amount payable therefor on such exercise, (b) will take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of stock on the
exercise of all warrants from time to time outstanding, (c) except for the
issuance of shares of Series A Participating Cumulative Convertible Preferred
Stock pursuant to that certain Stock Purchase Agreement dated June 29, 2001
among the Company and the investors named therein, will not issue any capital
stock of any class which is preferred as to dividends or as to the distribution
of assets upon voluntary or involuntary dissolution, liquidation or winding up,
unless the rights of the holders thereof shall be limited to a fixed sum or
percentage of par value in respect of participation in dividends and in any such
distribution of assets, and (d) will not transfer all or substantially all of
its properties and assets to any other person (corporate or otherwise), or
consolidate with or merger into any other person or permit any such person to
consolidate with or merger into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in writing and become
bound by all the terms of the Warrants.
7. Certificate as to Adjustments. In each case of any adjustment or
-----------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company's chief financial officer shall compute
such adjustment or readjustment in accordance with the terms of the Warrants and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated.
8. Notices of Record Date, etc. In the event of:
---------------------------
(a) 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
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of all
or substantially all the assets of the Company to or consolidation or merger of
the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company, or
(d) any proposed issue or grant by the Company of any shares of stock
of any class or any other securities, or any right or option to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrants),
then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) 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, (ii) the date
on which any such reorganization, classification, 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) shall 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, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made. Such notice shall be mailed at least ten (10) days
prior to the date specified in such notice on which any such action is to be
taken.
9. Reservation of Stock, etc. Issuable on Exercise of Warrants. The
-----------------------------------------------------------
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrants.
10. Exchange of Warrants. On surrender for exchange of any Warrant,
--------------------
properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant or Warrants of
like tenor, in the name of such holder or as such holder (on payment by such
holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.
11. Replacement of Warrants. On receipt of evidence reasonably
-----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.
12. Warrant Agent. The Company may, by written notice to each holder of a
-------------
Warrant, appoint an agent having an office in Boston, Massachusetts for the
purpose of issuing Common Stock (or Other Securities) on the exercise of the
Warrants pursuant to Section 1, exchanging Warrants pursuant to Section 10, and
replacing Warrants pursuant to Section 11, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
13. Remedies. The Company stipulates that the remedies at law of the
--------
holder of his Warrant in the event of any default or threatened 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 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.
14. Negotiability, etc. This Warrant is issued upon the following terms,
------------------
to all of which each holder or owner hereof by the taking hereof consents and
agrees:
(a) title to this Warrant may be transferred to any affiliate of the
holder hereof by endorsement (by the holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery; and
(b) any permitted transferee in possession of this Warrant properly
endorsed for transfer to such person (including endorsed in blank) 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 here
and to all rights represented hereby. Nothing in this paragraph (b) shall create
any liability on the part of the Company beyond any liability or responsibility
it has under law.
15. Notices, etc. All notices and other communications from the Company to
------------
the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.
16. Miscellaneous. This Warrant and any term hereof may be changed,
-------------
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. 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.
17. Expiration. The right to exercise this Warrant shall expire at 5:00
----------
p.m., Boston time, on the later of (i) June 29, 2008 or (ii) at such time as all
principal and interest on the Notes are paid in full. Notwithstanding the
foregoing, this Warrant shall automatically be deemed to be exercised in full
pursuant to the provisions of Section 1.5 hereof, without any further action on
behalf of the holder, immediately prior to the time this Warrant would otherwise
expire pursuant to the preceding sentence.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the first date written above.
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Chairman and CEO
