Exhibit 10.1
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AMENDMENT TO WARRANT CERTIFICATE
This Amendment ("Amendment") to Warrant Certificate ("Warrant") issued
by MicroFinancial Incorporated (the "Company") to Stonebridge Associates, LLC
("Stonebridge") is made and entered into as of November 30, 2004 by and between
the Company and Stonebridge. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Warrant.
RECITALS
WHEREAS, the Company issued the Warrant to Stonebridge on September 29,
2004; and;
WHEREAS, the Company and Stonebridge desire to amend the Warrant to
provide for net issue election.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Stonebridge hereby
agree as follows:
1. Amendment to Section 1.2. Section 1.2 of the Warrant, is hereby amended in
its entirety to provide as follows:
"1.2 Payment; Net Issue Election. Payment in an amount equal to the
product of (a) the number of shares of Common Stock designated in the
Subscription, times (b) the Exercise Price shall be due to the Company,
in cash or by certified or official bank check payable to the Company
within five (5) Business Days after the date of exercise.
Alternatively, the Holder hereof may elect to receive, without the
payment by such Holder of any additional consideration, shares of
Common Stock 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 subscription form duly executed by such Holder, at the
office of the Company. Thereupon, the Company shall issue to such
Holder such number of fully paid and nonassessable shares of Common
Stock as is computed using the following formula:
X= Y(A-B)
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A
Where X = the number of shares to be issued to such Holder pursuant to
a net issue exercise.
Where Y = the number of shares covered by this Warrant in respect of
which the net issue election is made.
Where A = the Fair Market Value (as defined below) of one share of
Common Stock at the time the net issue election is made.
Where B = the Exercise Price in effect under this Warrant at the time
the net issue election is made.
Where "Fair Market Value" means, with respect to one share of Common
Stock, the average of the daily closing prices for a share of Common
Stock on the five (5) consecutive trading days commencing immediately
before the date of determination of such fair market value. The closing
price for each day shall be: (i) if the Common Stock shall be listed or
admitted to trading on any national securities exchange, the average of
the last reported sales prices on the specified days (or if there is no
reported sale on any such trading date, the average of the closing bid
and asked prices on such trading date); (ii) if the Common Stock is not
traded or admitted to trading on any national securities exchange, the
closing price, if reported, or if the closing price is not reported,
the average of the closing bid and asked prices, as reported by the New
York Stock Exchange or similar source or, if no such source exists, as
furnished by two members of the National Association of Securities
Dealers, Inc., selected by the Company for that purpose, on the
specified dates; (iii) if the Common Stock is not traded or admitted to
trading on any national securities exchange or New York Stock Exchange,
the fair market value of such shares on such dates as determined in
good faith by the Company's Board of Directors; (iv) if the date upon
which a determination of the price is made is the date of a
liquidation, dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the Company's
Articles of Organization, then all amounts to be payable per share to
holders of the Common Stock pursuant to the Company's Articles of
Organization in the event of such liquidation, dissolution or winding
up, plus all other amounts to be payable per share in respect of the
Common Stock in liquidation under the Articles of Organization,
assuming for the purposes of this clause (iv) that all of the shares of
Common Stock then issuable upon exercise of all of the issued warrants
are outstanding on such date. In the event that clause (iii) in the
immediately preceding sentence is applicable, the Board of Directors of
the Company shall promptly respond in writing to an inquiry by the
Holder hereof as to the fair market value of one share of Common
Stock."
2. Net Issue Election Subscription Form. The net issue subscription form is
attached hereto as Exhibit A.
3. No Other Amendments. Except for the amendments expressly set forth in this
Amendment, the Warrant shall remain unchanged and in full force and effect.
4. Force and Effect. This Amendment has been executed as of the date first set
forth above, and shall be treated as an amendment to the Warrant as of such
date. This Amendment shall be subject to all applicable provisions of the
Warrant, including but not limited to, notice provisions and miscellaneous
provisions.
[NEXT PAGE IS SIGNATURE PAGE]
MICROFINANCIAL INCORPORATED
By: /s/ Richard F. Latour
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Richard F. Latour, President
STONEBRIDGE ASSOCIATES, LLC
By: /s/ Henry W. Barnard
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Henry W. Barnard, Managing Director
[Signature Page to Amendment to Warrant Certificate]
Exhibit A
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NET ISSUE ELECTION SUBSCRIPTION FORM
MICROFINANCIAL INCORPORATED
10-M Commerce Way
Woburn, Massachusetts 01801
Ladies and Gentlemen:
The undersigned hereby irrevocably elects to exchange all or a portion
of its Warrant for __________ shares of Common Stock pursuant to the net issue
election provisions of the Warrant.
You are instructed as follows:
1. To issue certificate(s) for such Common Stock to:
Name:
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Address:
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SSN/ Taxpayer I.D:
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(Please PRINT name, address and social security number/taxpayer
identification number in the spaces provided above).
2. To deliver said certificate(s) to:
Name:
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Address:
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Very truly yours,
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Name:
Title:
Address:
Note: the above signature should correspond exactly with the name on
the first page of the Warrant or with the name of the Assignee
appearing on the assignment form attached to such Warrant.
And if said number of shares shall not be all the shares exchangeable
or purchasable under the within Warrant, a new Warrant is to be issued in the
name of the above for the balance remaining of the shares purchasable rounded up
to the next higher number of shares.