THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND IN THE
STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 6, 2001 BETWEEN NORTHLAND
CRANBERRIES, INC. AND THE OTHER PARTIES SIGNATORY THERETO, COPIES OF WHICH WILL
BE MADE AVAILABLE UPON REQUEST.
NORTHLAND CRANBERRIES, INC.
COMMON STOCK PURCHASE WARRANT
No. W-1 November 6, 2001
Warrant to Purchase 2,543,053.00
Shares of Common Stock
NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the "Company"), for
value received, hereby certifies that Foothill Capital Corporation, or its
registered assigns (the "Holder"), is entitled to purchase from the Company
2,543,053.00 (the "Initial Warrant Quantity") duly authorized, validly issued,
fully paid and nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law) shares of Class A
Common Stock, par value $.01 per share, of the Company (the "Common Stock"), at
a purchase price of $.01 per share; provided, that such purchase price shall not
be less than the par value of the Common Stock, at any time or from time to time
on or after November 6, 2001 (the "Exercise Date"), but prior to 5:00 P.M.,
Milwaukee, Wisconsin time, on November 6, 2011 (the "Expiration Date"), all
subject to the terms, conditions and adjustments set forth below in this
Warrant.
1. DEFINITIONS. As used herein, unless the context otherwise requires,
the following terms shall have the meanings indicated:
"Additional Shares of Common Stock" shall mean all shares (including
treasury shares) of Common Stock issued or sold (or, pursuant to Section 3.3 or
3.4, deemed to be issued) by the Company after the date hereof, whether or not
subsequently reacquired or retired by the Company, other than:
(a) shares issued upon the exercise of this Warrant,
(b) such number of additional shares as may become issuable upon the
exercise of this Warrant by reason of adjustments required pursuant to the
anti-dilution provisions applicable to this Warrant as in effect on the
date hereof,
(c) shares, warrants, options and other securities issued by the
Company at any time to the Holder or any Affiliate thereof,
(d) (i) shares issued upon the exercise of options granted or to be
granted under the Company's stock option plans as in effect on the date
hereof or under any other employee stock option or purchase plan or plans
adopted or assumed after such date by the Company's Board of Directors
provided in each case that the exercise or purchase price or other
consideration for any such share shall not be less than 85% of the fair
market value of the Common Stock (as determined in the reasonable business
judgment of the Company's Board of Directors) on the date of the grant, and
(ii) such additional number of shares as may become issuable pursuant to
the terms of any such plans or agreements by reason of adjustments required
pursuant to antidilution provisions applicable to such securities in order
to reflect any subdivision or combination of Common Stock, by
reclassification or otherwise, or any dividend on Common Stock payable in
Common Stock,
(e) shares or rights to acquire shares issues in connection with the
bona fide acquisition of a business by the Company from an unaffiliated
third party, and
(f) shares or rights to acquire shares issued in connection with debt
financings or lease arrangements entered into on an arms'-length basis with
unaffiliated third parties.
"Affiliate" means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
another Person.
"Business Day" shall mean any day other than a Saturday or a Sunday or any
day on which national banks are authorized or required by law to close. Any
reference to "days" (unless Business Days are specified) shall mean calendar
days.
"Commission" shall mean the Securities and Exchange Commission or any
successor agency having jurisdiction to enforce the Securities Act.
"Common Stock" shall have the meaning assigned to it in the introduction to
this Warrant, such term to include any stock into which such Common Stock shall
have been changed or any stock resulting from any reclassification of such
Common Stock, and all other stock of any class or classes (however designated)
of the Company the holders of which have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference.
"Company" shall have the meaning assigned to it in the introduction to this
Warrant, such term to include any corporation or other entity which shall
succeed to or assume the obligations of the Company hereunder in compliance with
Section 4.
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"Convertible Securities" shall mean any evidences of indebtedness, shares
of stock (other than Common Stock) or other securities directly or indirectly
convertible into or exchangeable for Additional Shares of Common Stock.
"Current Market Price" shall mean, on any date specified herein, the
average of the daily Market Price during the 10 consecutive trading days
commencing 15 trading days before such date, except that, if on any such date
the shares of Common Stock are not listed or admitted for trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Market Price on such date.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.
"Exercise Date" shall have the meaning assigned to it in the introduction
to this Warrant.
"Expiration Date" shall have the meaning assigned to it in the introduction
to this Warrant.
"Fair Value" shall mean, on any date specified herein (i) in the case of
cash, the dollar amount thereof, (ii) in the case of a security, the Current
Market Price, and (iii) in all other cases, the fair value thereof (as of a date
which is within 20 days of the date as of which the determination is to be made)
determined in good faith by the Company.
"Holder" shall have the meaning assigned to it in the introduction to this
Warrant.
"Initial Warrant Quantity" shall have the meaning set forth in the
Preamble.
"Market Price" shall mean, on any date specified herein, the amount per
share of the Common Stock, equal to (i) the last reported sale price of such
Common Stock, regular way, on such date or, in case no such sale takes place on
such date, the average of the closing bid and asked prices thereof regular way
on such date, in either case as officially reported on the principal national
securities exchange on which such Common Stock is then listed or admitted for
trading, (ii) if such Common Stock is not then listed or admitted for trading on
any national securities exchange but is designated as a national market system
security by the NASD, the last reported trading price of the Common Stock on
such date, (iii) if there shall have been no trading on such date or if the
Common Stock is not so designated, the average of the closing bid and asked
prices of the Common Stock on such date as shown by the NASD automated quotation
system, or (iv) if such Common Stock is not then listed or admitted for trading
on any national exchange or quoted in the over-the-counter market, the fair
value thereof (as of a date which is within 20 days of the date as of which the
determination is to be made) determined in good faith by the Company.
"NASD" shall mean the National Association of Securities Dealers, Inc.
"Options" shall mean any rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.
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"Other Securities" shall mean any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) which the
holders of this Warrant at any time shall be entitled to receive, or shall have
received, upon the exercise of this Warrant, 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 4 or otherwise.
"Person" shall mean any individual, firm, partnership, corporation, trust,
joint venture, association, joint stock company, limited liability company,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof, and shall include any
successor (by merger or otherwise) of such entity.
"Purchase Price" shall mean $.01 per share.
"Registration Rights Agreement" shall mean the Registration Agreement dated
as of November 6, 2001, between the Company, Sun Northland, LLC and the other
parties signatory thereto, as amended from time to time in accordance with its
terms.
"Restricted Securities" shall mean (i) any Warrants bearing the applicable
legend set forth in Section 9.1, (ii) any shares of Common Stock (or Other
Securities) issued or issuable upon the exercise of this Warrant which are (or,
upon issuance, will be) evidenced by a certificate or certificates bearing the
applicable legend set forth in such Section, and (iii) any shares of Common
Stock (or Other Securities) issued subsequent to the exercise of this Warrant as
a dividend or other distribution with respect to, or resulting from a
subdivision of the outstanding shares of Common Stock (or other Securities) into
a greater number of shares by reclassification, stock splits or otherwise, or in
exchange for or in replacement of the Common Stock (or Other Securities) issued
upon such exercise, which are evidenced by a certificate or certificates bearing
the applicable legend set forth in such Section.
"Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, and the rules and regulations thereunder, or any successor
statute.
"Stockholders Agreement" shall mean the Stockholders Agreement dated as of
November 6, 2001, between the Company, Sun Northland, LLC, and the other parties
signatory thereto, as amended from time to time in accordance with its terms.
"Transfer Agent" shall have the meaning set forth in Section 10.
"Warrant" shall mean this warrant to purchase 2,543,053.00 shares of Common
Stock issued as of November 6, 2001 and registered in the Warrant Register as
Warrant No. 1.
"Warrant Register" shall have the meaning set forth in Section 11.1.
"Warrant Quantity" initially shall mean the Initial Warrant Quantity (as
defined in the first paragraph of this Warrant), which amount shall be subject
to adjustment and readjustment from time to time as provided in Section 3, and,
as so adjusted or readjusted, shall remain in effect until a further adjustment
or readjustment is required by Section 3.
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2. EXERCISE OF WARRANT.
2.1. Manner of Exercise; Payment of the Purchase Price.
(a) This Warrant may be exercised by the Holder hereof, in whole or
in part, at any time or from time to time on or after the Exercise Date
through the Expiration Date, by surrendering to the Company at its
principal office this Warrant, with the form of Election to Purchase Shares
attached hereto as Exhibit A (or a reasonable facsimile thereof) duly
executed by the Holder and accompanied by payment of the Purchase Price for
the number of shares of Common Stock specified in such form.
(b) Payment of the Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or
delivery of a certified check or bank draft payable to the order of the
Company or by wire transfer to the Company, (ii) by cancellation of such
number of the shares of Common Stock otherwise issuable to the Holder upon
such exercise as shall be specified in such Election to Purchase Shares,
such that the excess of the aggregate Current Market Price of such
specified number of shares on the date of exercise over the portion of the
Purchase Price attributable to such shares shall equal the Purchase Price
attributable to the shares of Common Stock to be issued upon such exercise,
in which case such amount shall be deemed to have been paid to the Company
and the number of shares issuable upon such exercise shall be reduced by
such specified number, or (iii) by surrender to the Company for
cancellation certificates representing shares of Common Stock of the
Company owned by the Holder (properly endorsed for transfer in blank)
having a Current Market Price on the date of Warrant exercise equal to the
Purchase Price.
2.2. When Exercise Effective. Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been surrendered to, and the Purchase Price
shall have been received by, the Company as provided in Section 2.1, and at such
time the Person or Persons in whose name or names any certificate or
certificates for shares of Common Stock (or Other Securities) shall be issuable
upon such exercise as provided in Section 2.3 shall be deemed to have become the
holder or holders of record thereof for all purposes.
2.3. Delivery of Stock Certificates, etc.; Charges, Taxes and Expenses. (a)
As soon as practicable after each exercise of this Warrant, in whole or in part,
and in any event within five Business Days thereafter, the Company shall cause
to be issued in the name of and delivered to the Holder hereof or, subject to
Section 9, as the Holder may direct,
(i) a certificate or certificates for the number of shares of
Common Stock (or Other Securities) to which the Holder shall be
entitled upon such exercise plus, in lieu of issuance of any
fractional share to which the Holder would otherwise be entitled, if
any, a check for the amount of cash equal to the same fraction
multiplied by the Current Market Price per share on the date of
Warrant exercise, and
(ii) in case such exercise is for less than all of the shares of
Common Stock purchasable under this Warrant, a new Warrant or Warrants
of like tenor, for the balance of the shares of Common Stock
purchasable hereunder.
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(b) Issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the Holder hereof
for any issue or transfer tax or other incidental expense, in respect of
the issuance of such certificates, all of which such taxes and expenses
shall be paid by the Company.
2.4. Tax Basis. The Company and the Holder shall mutually agree as to the
tax basis of this Warrant for purposes of the Internal Revenue Code of 1986, as
amended, and the treatment of this Warrant under such Code by each of the
Company and the Holder shall be consistent with such agreement.
3. ADJUSTMENT OF COMMON STOCK ISSUABLE UPON EXERCISE.
3.1. General; Warrant Quantity. This Warrant evidences the right to
purchase a number of shares of Common Stock equal to the Warrant Quantity,
subject to adjustment and readjustment as provided in this Section 3.
3.2. Adjustment of Warrant Quantity.
3.2.1. Issuance of Additional Shares of Common Stock. In case the
Company at any time or from time to time after the date hereof shall issue
or sell Additional Shares of Common Stock (including Additional Shares of
Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without
consideration or for consideration per share less than the Current Market
Price in effect immediately prior to such issue or sale, then, in each such
case, subject to Section 3.8, the Warrant Quantity shall be increased,
concurrently with such issue or sale, to an amount determined by
multiplying such Warrant Quantity by a fraction
(a) the numerator of which shall be the number of shares of
Common Stock outstanding immediately after such issue or sale,
provided that, for the purposes of this Section 3.2.1, (i) immediately
after any Additional Shares of Common Stock are deemed to have been
issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be
deemed to be outstanding, and (ii) treasury shares shall not be deemed
to be outstanding, and
(b) the denominator of which shall be the sum of (x) the number
of shares of Common Stock outstanding immediately prior to such issue
or sale and (y) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number
of such Additional Shares of Common Stock so issued or sold would
purchase at such Current Market Price.
3.2.2. Extraordinary Dividends and Distributions. In case the Company
at any time or from time to time after the date hereof shall declare,
order, pay or make a dividend or other distribution (including, without
limitation, any distribution of other or additional stock or other
securities or property or Options by way of dividend or spin-off,
reclassification, recapitalization or similar corporate rearrangement) on
the Common Stock other than a dividend payable in Additional Shares of
Common Stock, then, in each such case, the Company shall pay to the Holder
of this Warrant, at the time such dividend or distribution is paid to the
holders of the Common Stock, an amount equal to the product of (i) the
Warrant Quantity and (ii) the Fair Value at such time of such dividend or
distribution applicable to one share of Common Stock.
6
3.3. Treatment of Options and Convertible Securities. In case the Company
at any time or from time to time after the date hereof shall issue, sell, grant
or assume, or shall fix a record date for the determination of holders of any
class of securities of the Company entitled to receive, any Options or
Convertible Securities (whether or not the rights thereunder are immediately
exercisable), then, and in each such case, the maximum number of Additional
Shares of Common Stock (as set forth in the instrument relating thereto, without
regard to any provisions contained therein for a subsequent adjustment of such
number) issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue, sale, grant or assumption or, in case such
a record date shall have been fixed, as of the close of business on such record
date (or, if the Common Stock trades on an ex-dividend basis, on the date prior
to the commencement of ex-dividend trading), provided, that, such Additional
Shares of Common Stock shall not be deemed to have been issued unless the
consideration per share (determined pursuant to Section 3.5) of such shares
would be less than the Current Market Price in effect on the date of and
immediately prior to such issue, sale, grant or assumption or immediately prior
to the close of business on such record date (or, if the Common Stock trades on
an ex-dividend basis, on the date prior to the commencement of ex-dividend
trading), as the case may be, and provided, further, that in any such case in
which Additional Shares of Common Stock are deemed to be issued:
(a) whether or not the Additional Shares of Common Stock underlying
such Options or Convertible Securities are deemed to be issued, no further
adjustment of the Warrant Quantity shall be made upon the subsequent issue
or sale of Convertible Securities or shares of Common Stock upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities, except in the case of any such Options or Convertible
Securities which contain provisions requiring an adjustment, subsequent to
the date of the issue or sale thereof, of the number of Additional Shares
of Common Stock issuable upon the exercise of such Options or the
conversion or exchange of such Convertible Securities by reason of (x) a
change of control of the Company, (y) the acquisition by any Person or
group of Persons of any specified number or percentage of the voting
securities of the Company or (z) any similar event or occurrence, each such
case to be deemed hereunder to involve a separate issuance of Additional
Shares of Common Stock, Options or Convertible Securities, as the case may
be;
(b) if such Options or Convertible Securities by their terms provide,
with the passage of time or otherwise, for any increase in the
consideration payable to the Company, or decrease in the number of
Additional Shares of Common Stock issuable, upon the exercise, conversion
or exchange thereof (by change of rate or otherwise), the Warrant Quantity
computed upon the original issue, sale, grant or assumption thereof (or
upon the occurrence of the record date, or date prior to the commencement
of ex-dividend trading, as the case may be, with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or
decrease insofar as it affects such Options, or the rights of conversion or
exchange under such Convertible Securities, which are outstanding at such
time;
(c) upon the expiration (or purchase by the Company and cancellation
or retirement) of any such Options which shall not have been exercised or
the expiration of any rights of conversion or exchange under any such
Convertible Securities which (or purchase by
7
the Company and cancellation or retirement of any such Convertible
Securities the rights of conversion or exchange under which) shall not have
been exercised, the Warrant Quantity computed upon the original issue,
sale, grant or assumption thereof (or upon the occurrence of the record
date, or date prior to the commencement of ex-dividend trading, as the case
may be, with respect thereto), and any subsequent adjustments based
thereon, shall, upon such expiration (or such cancellation or retirement,
as the case may be), be recomputed as if:
(i) in the case of Options for Common Stock or Convertible
Securities, the only Additional Shares of Common Stock issued or sold
were the Additional Shares of Common Stock, if any, actually issued or
sold upon the exercise of such Options or the conversion or exchange
of such Convertible Securities and the consideration received therefor
was the consideration actually received by the Company for the issue,
sale, grant or assumption of all such Options, whether or not
exercised, plus the consideration actually received by the Company
upon such exercise, or for the issue or sale of all such Convertible
Securities which were actually converted or exchanged, plus the
additional consideration, if any, actually received by the Company
upon such conversion or exchange, and
(ii) in the case of Options for Convertible Securities, only the
Convertible Securities, if any, actually issued or sold upon the
exercise of such Options were issued at the time of the issue or sale,
grant or assumption of such Options, and the consideration received by
the Company for the Additional Shares of Common Stock deemed to have
then been issued was the consideration actually received by the
Company for the issue, sale, grant or assumption of all such Options,
whether or not exercised, plus the consideration deemed to have been
received by the Company (pursuant to Section 3.5) upon the issue or
sale of such Convertible Securities with respect to which such Options
were actually exercised;
(d) no readjustment pursuant to subdivision (b) or (c) above shall
have the effect of decreasing the Warrant Quantity by an amount in excess
of the amount of the adjustment thereof originally made in respect of the
issue, sale, grant or assumption of such Options or Convertible Securities;
and
(e) in the case of any such Options which expire by their terms not
more than 30 days after the date of issue, sale, grant or assumption
thereof, no adjustment of the Warrant Quantity shall be made until the
expiration or exercise of all such Options, whereupon such adjustment shall
be made in the manner provided in subdivision (c) above.
3.4. Treatment of Stock Dividends, Stock Splits, etc. In case the Company
at any time or from time to time after the date hereof shall declare or pay any
dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, Additional Shares of
Common Stock shall be deemed to have been issued (a) in the case of any such
dividend, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such
8
subdivision, at the close of business on the day immediately prior to the day
upon which such corporate action becomes effective.
3.5. Computation of Consideration. For the purposes of this Section 3,
(a) the consideration for the issue or sale of any Additional Shares
of Common Stock shall, irrespective of the accounting treatment of such
consideration,
(i) insofar as it consists of cash, be computed at the amount of
cash received by the Company, without deducting any expenses paid or
incurred by the Company or any commissions or compensations paid or
concessions or discounts allowed to underwriters, dealers or others
performing similar services in connection with such issue or sale,
(ii) insofar as it consists of property (including securities)
other than cash, be computed at the Fair Value thereof at the time of
such issue or sale, and
(iii) in case Additional Shares of Common Stock are issued or
sold together with other stock or securities or other assets of the
Company for a consideration which covers both, be the portion of such
consideration so received, computed as provided in clauses (i) and
(ii) above, allocable to such Additional Shares of Common Stock, such
allocation to be determined in the same manner that the Fair Value of
property not consisting of cash or securities is to be determined as
provided in the definition of 'Fair Value' herein;
(b) Additional Shares of Common Stock deemed to have been issued
pursuant to Section 3.3, relating to Options and Convertible Securities,
shall be deemed to have been issued for a consideration per share
determined by dividing:
(i) the total amount, if any, received and receivable by the
Company as consideration for the issue, sale, grant or assumption of
the Options or Convertible Securities in question, plus the minimum
aggregate amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration)
payable to the Company upon the exercise in full of such Options or
the conversion or exchange of such Convertible Securities or, in the
case of Options for Convertible Securities, the exercise of such
Options for Convertible Securities and the conversion or exchange of
such Convertible Securities, in each case computing such consideration
as provided in the foregoing subdivision (a),
by
(ii) the maximum number of shares of Common Stock (as set forth
in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options or the conversion or exchange of
such Convertible Securities; and
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(c) Additional Shares of Common Stock deemed to have been issued
pursuant to Section 3.4, relating to stock dividends, stock splits, etc.,
shall be deemed to have been issued for no consideration.
3.6. Adjustments for Combinations, etc. In case the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Warrant Quantity
in effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately decreased.
3.7. Dilution in Case of Other Securities. In case any Other Securities
shall be issued or sold or shall become subject to issue or sale upon the
conversion or exchange of any stock (or Other Securities) of the Company (or any
issuer of Other Securities or any other Person referred to in Section 4) or to
subscription, purchase or other acquisition pursuant to any Options issued or
granted by the Company (or any such other issuer or Person) for a consideration
such as to dilute, on a basis consistent with the standards established in the
other provisions of this Section 3, the purchase rights granted by this Warrant,
then, and in each such case, the computations, adjustments and readjustments
provided for in this Section 3 with respect to the Warrant Quantity shall be
made as nearly as possible in the manner so provided and applied to determine
the amount of Other Securities from time to time receivable upon the exercise of
this Warrant, so as to protect the Holder of this Warrant against the effect of
such dilution.
3.8. De Minimis Adjustments. If the amount of any adjustment of the Warrant
Quantity required pursuant to this Section 3 would be less than one tenth (1/10)
of one percent (1%) of the Warrant Quantity in effect at the time such
adjustment is otherwise so required to be made, such amount shall be carried
forward and adjustment with respect thereto made at the time of and together
with any subsequent adjustment which, together with such amount and any other
amount or amounts so carried forward, shall aggregate a change in the Warrant
Quantity of at least one tenth (1/10) of one percent (1%) of such Warrant
Quantity. All calculations under this Warrant shall be made to the nearest
one-tenth of a share.
3.9. Abandoned Dividend or Distribution. If the Company shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or other distribution (which results in an adjustment to the Warrant
Quantity under the terms of this Warrant) and shall, thereafter, and before such
dividend or distribution is paid or delivered to shareholders entitled thereto,
legally abandon its plan to pay or deliver such dividend or distribution, then
any adjustment made to the Warrant Quantity by reason of the taking of such
record shall be reversed, and any subsequent adjustments, based thereon, shall
be recomputed.
4. CONSOLIDATION, MERGER, ETC.
4.1. Adjustments for Consolidation, Merger, Sale of Assets, Reorganization,
etc. In case the Company after the date hereof (a) shall consolidate with or
merge into any other Person and shall not be the continuing or surviving
corporation of such consolidation or merger, or (b) shall permit any other
Person to consolidate with or merge into the Company and the Company shall be
the continuing or surviving Person but, in connection with such consolidation or
merger, the Common Stock or Other Securities shall be changed into or exchanged
for stock
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or other securities of any other Person or cash or any other property, or (c)
shall transfer all or substantially all of its properties and assets to any
other Person, or (d) shall effect a capital reorganization or reclassification
of the Common Stock or Other Securities (other than a capital reorganization or
reclassification resulting in the issue of Additional Shares of Common Stock for
which adjustment in the Warrant Quantity is provided in Section 3.2.1 or 3.2.2),
then, and in the case of each such transaction, proper provision shall be made
so that, upon the basis and the terms and in the manner provided in this
Warrant, the Holder of this Warrant, upon the exercise hereof at any time after
the consummation of such transaction, shall be entitled to receive (at the
aggregate Purchase Price in effect at the time of such consummation for all
Common Stock or Other Securities issuable upon such exercise immediately prior
to such consummation), in lieu of the Common Stock or Other Securities issuable
upon such exercise prior to such consummation, the highest amount of securities,
cash or other property to which such Holder would actually have been entitled as
a shareholder upon such consummation if such Holder had exercised this Warrant
immediately prior thereto, subject to adjustments (subsequent to such
consummation) as nearly equivalent as possible to the adjustments provided for
in Sections 3 through 5 other than the adjustments contemplated by Section
3.2.1); provided, that, if a purchase, tender or exchange offer shall have been
made to and accepted by the holders of more than 50% of the outstanding shares
of Common Stock, and if the Holder so designates in a notice given to the
Company on or before the date immediately preceding the date of the consummation
of such transaction, the Holder of this Warrant shall be entitled to receive the
highest amount of securities, cash or other property to which it would actually
have been entitled as a shareholder if the Holder of this Warrant had exercised
this Warrant prior to the expiration of such purchase, tender or exchange offer
and accepted such offer, subject to adjustments (from and after the consummation
of such purchase, tender or exchange offer) as nearly equivalent as possible to
the adjustments provided for in Section 3 through 5.
4.2. Assumption of Obligations. Notwithstanding anything contained in this
Warrant to the contrary, the Company shall not effect any of the transactions
described in clauses (a) through (d) of Section 4.1 unless, prior to the
consummation thereof, each Person (other than the Company) which may be required
to deliver any stock, securities, cash or property upon the exercise of this
Warrant as provided herein shall assume, by written instrument delivered to, and
reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of
the Company under this Warrant (and if the Company shall survive the
consummation of such transaction, such assumption shall be in addition to, and
shall not release the Company from, any continuing obligations of the Company
under this Warrant), and (b) the obligation to deliver to the Holder such shares
of stock, securities, cash or property as, in accordance with the foregoing
provisions of this Section 4, the Holder may be entitled to receive.
5. OTHER DILUTIVE EVENTS. In case any event shall occur as to which the
provisions of Section 3 or Section 4 hereof are not strictly applicable or if
strictly applicable would not fairly protect the purchase rights of the Holder
in accordance with the essential intent and principles of such Sections, then,
in each such case, the Board of Directors of the Company shall make an
adjustment in the application of such provisions, in accordance with such
essential intent and principles, so as to preserve, without dilution, the
purchase rights represented by this Warrant.
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6. REPORT. In each case of any adjustment or readjustment in the shares
of Common Stock (or Other Securities) issuable upon the exercise of this
Warrant, the Company at its sole expense shall promptly compute such adjustment
or readjustment in accordance with the terms of this Warrant and prepare a
report, signed by the Chairman of the Board, President or one of the Vice
Presidents of the Company setting forth such adjustment or readjustment and
showing in reasonable detail the method of calculation thereof and the facts
upon which such adjustment or readjustment is based, including a statement of
(a) the consideration received or to be received by the Company for any
Additional Shares of Common Stock issued or sold or deemed to have been issued,
(b) the number of shares of Common Stock outstanding or deemed to be
outstanding, and (c) the Warrant Quantity in effect immediately prior to such
issue or sale and as adjusted and readjusted (if required by Section 3) on
account thereof.
7. CERTAIN COVENANTS OF COMPANY. 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, any consolidation
or merger involving the Company and any other Person, any transaction or
series of transactions by the Company in which more than 50% of the voting
securities of the Company are transferred to another Person, or any
transfer, sale or other disposition of all or substantially all the assets
of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, the Company shall mail to each holder of a
Warrant a notice specifying (i) the date or expected date on which any such
record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend, distribution or
right, and (ii) the date or expected date on which any such reorganization,
reclassification, recapitalization, consolidation, merger, transfer, sale,
disposition, dissolution, liquidation or winding-up is to take place and
the time, if any such time 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 the securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation
or winding-up. Such notice shall be given at least 20 days prior to the
date therein specified.
8. REGISTRATION OF COMMON STOCK. If any shares of Common Stock required
to be reserved for purposes of exercise of this Warrant require registration
with or approval of any governmental authority under any federal or state law
(other than the Securities Act) before such shares may be issued upon exercise,
the Company shall, at its expense and as expeditiously as possible, use its
commercially reasonable efforts to cause such shares to be duly registered or
approved, as the case may be.
12
9. RESTRICTIONS ON TRANSFER.
9.1. Restrictive Legends. Except as otherwise permitted by this Section 9,
each Warrant (including each Warrant issued upon the transfer of any Warrant)
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
"THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH
THE CONDITIONS SPECIFIED IN THIS WARRANT AND IN THE STOCKHOLDERS'
AGREEMENT, DATED AS OF NOVEMBER 6, 2001, BETWEEN NORTHLAND
CRANBERRIES, INC. AND THE OTHER PARTIES SIGNATORY THERETO, COPIES
OF EACH OF WHICH WILL BE MADE AVAILABLE UPON REQUEST."
Except as otherwise permitted by this Section 9, each certificate for Common
Stock (or Other Securities) issued upon the exercise of any Warrant, and each
certificate issued upon the transfer of any such Common Stock (or Other
Securities), shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO
THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE
STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 6, 2001, BETWEEN
NORTHLAND CRANBERRIES, INC. AND THE OTHER PARTIES SIGNATORY
THERETO, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICE AND WILL BE FURNISHED TO THE HOLDER OF SUCH
SECURITIES UPON WRITTEN REQUEST AND WITHOUT CHARGE."
9.2. Transfer to Comply With the Securities Act. Restricted Securities may
not be sold, assigned, pledged, hypothecated, encumbered or in any manner
transferred or disposed of, in whole or in part, except in compliance with the
provisions of the Securities Act and state securities or Blue Sky laws and the
terms and conditions hereof.
13
9.3. Termination of Restrictions. The restrictions imposed by this Section
9 on the transferability of Restricted Securities shall cease and terminate as
to any particular Restricted Securities (a) when a registration statement with
respect to the sale of such securities shall have been declared effective under
the Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (b) when such securities are sold pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act, or
(c) when, in the opinion of both counsel for the Holder and counsel for the
Company, such restrictions are no longer required or necessary in order to
protect the Company against a violation of the Securities Act upon any sale or
other disposition of such securities without registration thereunder. Whenever
such restrictions shall cease and terminate as to any Restricted Securities, the
Holder shall be entitled to receive from the Company, without expense, new
securities of like tenor not bearing the applicable legends required by Section
9.1.
10. RESERVATION OF STOCK, ETC. The Company shall at all times reserve and
keep available, solely for issuance and delivery upon exercise of this Warrant,
the number of shares of Common Stock (or Other Securities) from time to time
issuable upon exercise of all Warrants at the time outstanding. All shares of
Common Stock (or Other Securities) issuable upon exercise of any Warrants shall
be duly authorized and, when issued upon such exercise, shall be validly issued
and, in the case of shares, fully paid and nonassessable, with no liability on
the part of the holders thereof (except as otherwise provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law), and, in the case of
all securities, shall be free from all taxes, liens, security interests,
encumbrances, preemptive rights and charges. The transfer agent for the Common
Stock, which may be the Company ("Transfer Agent"), and every subsequent
Transfer Agent for any shares of the Company's capital stock issuable upon the
exercise of any of the purchase rights represented by this Warrant, are hereby
irrevocably authorized and directed at all times until the Expiration Date to
reserve such number of authorized and unissued shares as shall be requisite for
such purpose. The Company shall keep copies of this Warrant on file with the
Transfer Agent for the Common Stock and with every subsequent Transfer Agent for
any shares of the Company's capital stock issuable upon the exercise of the
rights of purchase represented by this Warrant. The Company shall supply such
Transfer Agent with duly executed stock certificates for such purpose.
11. REGISTRATION AND TRANSFER OF WARRANTS, ETC.
11.1. Warrant Register; Ownership of Warrants. Each Warrant issued by the
Company shall be numbered and shall be registered in a warrant register (the
"Warrant Register") as it is issued and transferred, which Warrant Register
shall be maintained by the Company at its principal office or, at the Company's
election and expense, by a Transfer Agent. The Company shall be entitled to
treat the registered Holder of any Warrant on the Warrant Register as the owner
in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any other
Person, and shall not be affected by any notice to the contrary, except that, if
and when any Warrant is properly assigned in blank, the Company may (but shall
not be obligated to) treat the bearer thereof as the owner of such Warrant for
all purposes. Subject to Section 9, a Warrant, if properly assigned, may be
exercised by a new holder without a new Warrant first having been issued.
14
11.2. Transfer of Warrants. This Warrant may not be sold, assigned or in
any manner transferred or disposed of, in whole or in part, without the prior
written consent of the Company; provided, however, that this Warrant is
transferable, in whole (but not in part), without the prior written consent of
the Company to any Affiliate of the Holder.
11.3. Replacement of Warrants. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender of such Warrant to the Company at its principal office
and cancellation thereof, the Company at its expense shall execute and deliver,
in lieu thereof, a new Warrant of like tenor.
11.4. Adjustments To Purchase Price and Number of Shares. Notwithstanding
the number or kind of shares of Common Stock purchasable upon exercise of this
Warrant, any Warrant theretofore or thereafter issued may continue to express
the same number and kind of shares of Common Stock as are stated in this
Warrant, as initially issued.
11.5. Fractional Shares. Notwithstanding any adjustment pursuant to Section
3 in the number of shares of Common Stock covered by this Warrant or any other
provision of this Warrant, the Company shall not be required to issue fractions
of shares upon exercise of this Warrant or to distribute certificates which
evidence fractional shares. In lieu of fractional shares, the Company shall make
payment to the Holder, at the time of exercise of this Warrant as herein
provided, in an amount in cash equal to such fraction (after aggregation of all
shares and fractional shares to be issued upon such exercise) multiplied by the
Current Market Price of a share of Common Stock on the date of Warrant exercise.
12. Remedies; Specific Performance. The Company stipulates that there
would be no adequate remedy at law to the Holder of this 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 and accordingly, the Company
agrees that, in addition to any other remedy to which the Holder may be entitled
at law or in equity, the Holder shall be entitled to seek to compel specific
performance of the obligations of the Company under this Warrant, without the
posting of any bond, in accordance with the terms and conditions of this Warrant
in any court of the United States or any State thereof having jurisdiction, and
if any action should be brought in equity to enforce any of the provisions of
this Warrant, the Company shall not raise the defense that there is an adequate
remedy at law. Except as otherwise provided by law, a delay or omission by the
Holder hereto in exercising any right or remedy accruing upon any such breach
shall not impair the right or remedy or constitute a waiver of or acquiescence
in any such breach. No remedy shall be exclusive of any other remedy. All
available remedies shall be cumulative.
13. No Rights or Liabilities as Shareholder. Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof any voting or
other rights as a shareholder of the Company or as imposing any obligation on
the Holder to purchase any securities or as imposing any liabilities on the
Holder as a shareholder of the
15
Company, whether such obligation or liabilities are asserted by the Company or
by creditors of the Company.
14. Notices. All notices and other communications (and deliveries)
provided for or permitted hereunder shall be made in writing by hand delivery,
facsimile, any courier guaranteeing overnight delivery or first class registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Company: Northland Cranberries, Inc.
800 First Avenue South
P.O. Box 8020
Wisconsin Rapids, WI 54495
Attn: Chief Executive Officer
Fax No. (715) 422-6844
with copies to: Sun Capital Advisors II, LP
5200 Town Center Circle, Suite 470
Boca Raton, Florida 33486
Attn: C. Deryl Couch, Esq.
Fax No. (562) 394-0540
and
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attn: Douglas C. Gessner, Esq.
Fax No. (312) 861-2200
If to Holder: Foothill Capital Corporation
2450 Colorado Avenue
Suite 3000 West
Santa Monica, California 90404
Attn: Business Finance Division Manager
Fax No. ________________
with copies to: Otterbourg, Steindler, Houston
& Rosen, P.C.
230 Park Avenue
New York, New York 10169
Attn: Mitchell M. Brand, Esq.
Fax No. 212-682-6104
All such notices and communications (and deliveries) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
when receipt is acknowledged, if sent by facsimile; on the next Business Day, if
timely delivered to a courier guaranteeing overnight delivery; and five days
after being deposited in the mail, if sent first class
16
registered or certified mail, return receipt requested, postage prepaid;
provided, that, the exercise of any Warrant shall be effective in the manner
provided in Section 2.
15. AMENDMENTS. This Warrant and any term hereof may not be amended,
modified, supplemented or terminated, and waivers or consents to departures from
the provisions hereof may not be given, except by written instrument duly
executed by the party against which enforcement of such amendment, modification,
supplement, termination or consent to departure is sought.
16. DESCRIPTIVE HEADINGS, ETC. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Warrant otherwise
requires: (1) words of any gender shall be deemed to include each other gender;
(2) words using the singular or plural number shall also include the plural or
singular number, respectively; (3) the words "hereof", "herein" and "hereunder"
and words of similar import when used in this Warrant shall refer to this
Warrant as a whole and not to any particular provision of this Warrant, and
Section and paragraph references are to the Sections and paragraphs of this
Warrant unless otherwise specified; (4) the word "including" and words of
similar import when used in this Warrant shall mean "including, without
limitation," unless otherwise specified; (5) "or" is not exclusive; and (6)
provisions apply to successive events and transactions.
17. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THE VALIDITY OF THIS
WARRANT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE
RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN.
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS WARRANT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN MILWAUKEE, WISCONSIN. THE PARTIES WAIVE, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION 17.
THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS WARRANT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. THE COMPANY AND
HOLDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS WARRANT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
17
18. REGISTRATION RIGHTS AGREEMENT. The shares of Common Stock (and Other
Securities) issuable upon exercise of this Warrant (or upon conversion of any
shares of Common Stock issued upon such exercise) shall constitute Other
Registrable Securities (as such term is defined in the Registration Rights
Agreement). Subject to the limitations on transfer of rights under this Warrant
and the Registration Rights Agreement, each holder of this Warrant shall be
entitled to all of the benefits afforded to a holder of any such Other
Registrable Securities under the Registration Rights Agreement and such holder,
by its acceptance of this Warrant, agrees to be bound by and to comply with the
terms and conditions of the Registration Rights Agreement applicable to such
holder as a holder of such Other Registrable Securities.
20. COSTS AND ATTORNEYS' FEES. In the event that any action, suit or
other proceeding is instituted concerning or arising out of this Warrant, the
Company agrees and the Holder, by taking and holding this Warrant agrees, that
the prevailing party shall recover from the non-prevailing party all of such
prevailing party's costs and reasonable attorneys' fees incurred in each and
every such action, suit or other proceeding, including any and all appeals or
petitions therefrom.
[Remainder of page intentionally left blank]
18
IN WITNESS WHEREOF, the Company has executed and delivered this Common
Stock Purchase Warrant as of the date first above written.
NORTHLAND CRANBERRIES, INC.
By: /s/ M. Steven Liff
---------------------------------------
Name: M. Steven Liff
Title: Vice President
19
EXHIBIT A to
Common Stock Purchase Warrant
FORM OF
ELECTION TO PURCHASE SHARES
The undersigned hereby irrevocably elects to exercise the Warrant to
purchase ____ shares of Class A Common Stock, par value $0.01 per share ("Common
Stock"), of NORTHLAND CRANBERRIES, INC. and hereby [makes payment of $________
therefor] [or] [makes payment therefor by reduction pursuant to Section
2.1(b)(ii) of the Warrant of the number of shares of Common Stock otherwise
issuable to the Holder upon Warrant exercise by ___ shares] [or] [makes payment
therefor by delivery of the following Common Stock Certificates of the Company
(properly endorsed for transfer in blank) for cancellation by the Company
pursuant to Section 2.1(b)(iii) of the Warrant, certificates of which are
attached hereto for cancellation [list certificates by number and amount]]. The
undersigned hereby requests that certificates for such shares be issued and
delivered as follows:
ISSUE TO:
-----------------------------------------------------------------------
(NAME)
- - --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
- - --------------------------------------------------------------------------------
(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
DELIVER TO:
---------------------------------------------------------------------
(NAME)
- - --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
If the number of shares of Common Stock purchased (and/or reduced) hereby
is less than the number of shares of Common Stock covered by the Warrant, the
undersigned requests that a new Warrant representing the number of shares of
Common Stock not so purchased (or reduced) be issued and delivered as follows:
ISSUE TO:
-----------------------------------------------------------------------
(NAME OF HOLDER)
- - --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
DELIVER TO:
---------------------------------------------------------------------
(NAME OF HOLDER)
- - --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
Dated: , 20 [NAME OF HOLDER]
-------------- ---
By:
---------------------------------
Name:
Title
20