Exhibit 10.4
WARRANT AGREEMENT
To purchase LLC Class A Membership Interests of
Weigh-Tronix, LLC
Dated as of June 13, 2000 (the "Effective Date")
WARRANT AGREEMENT between Weigh-Tronix, LLC, a Delaware limited liability
company (the "Company"), and Marconi, Inc. ("Marconi"). Marconi, so long as it
is a holder of any warrants hereunder, together with any permitted transferees
or assignees who are registered holders of any warrant issued hereunder or a
like warrant or warrants issued upon the transfer of such warrant, are sometimes
referred to collectively as the "Warrantholders" and individually as a
"Warrantholder."
WHEREAS, Marconi Corporation plc previously entered into a Share Sale and
Purchase Agreement dated as of March 8th, 2000, with Weigh-Tronix UK Limited
(the "Purchase Agreement"); and
WHEREAS, in connection with the Purchase Agreement, the Company has agreed
to issue Warrants, as hereinafter described, to Marconi for the purchase of
certain Interests of the Company, together with any other or additional
Interests for which the Warrants may become exercisable in accordance with
Section 8 of this Warrant Agreement; and
WHEREAS, the Company wishes to set forth among other things, the provisions
of such Warrants and the terms and conditions on which such Warrants may be
issued, exchanged, exercised, redeemed and replaced.
NOW, THEREFORE, in consideration of the provisions and the mutual
agreements herein set forth, the parties agree as follows:
1. DEFINITIONS
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All capitalized terms used herein and not otherwise defined herein shall
the respective meanings set forth in that certain Seconded Amended and Restated
Operating Agreement of the Company, dated the date hereof (the "Operating
Agreement"), which has been delivered to Marconi in conjunction with the
execution and delivery of this Warrant Agreement.
2. GRANT OF THE RIGHT TO PURCHASE EQUITY
-------------------------------------
(a) The Company hereby grants to the Warrantholders and each of the
Warrantholders, upon the terms and subject to the conditions hereinafter set
forth, warrants (the "Warrants" and each individually "Warrant") to subscribe to
and purchase from the Company, an aggregate of Class A Membership Interests
equal to the Percentage Interest specified for such Warrant and more
particularly described in Section 1.7(d) of the Operating Agreement, the terms
of which are hereby incorporated by reference, (the "Warrant Interests") on a
fully diluted basis
as set forth in the Operating Agreement, but excluding the effect of dilution
arising from the issuance of any options or interests to employees pursuant to
any plan which is approved by the Company's Board of Managers and is
proportionately dilutive generally to all Class A Members, at an aggregate
purchase price of $1,980,052.50 (the "Exercise Price"). The number and nature of
such Warrant Interests are subject to adjustment as provided in Section 8
hereof.
(b) Each Warrant, and any additional Warrants which may be issued upon
partial exercise, replacement or transfer of such Warrant or Warrants, shall be
evidenced by, and subject to the terms of, a Warrant Certificate in the form of
Exhibit A attached hereto (together with each of the Appendices thereto,
referred to herein as a "Warrant Certificate"), in each case executed on behalf
of the Company by the manual or facsimile signature of the President or Vice
President of the Company, under its seal affixed or in facsimile, and attested
by the Secretary or an Assistant Secretary of the Company. A Warrant
Certificate evidencing the Warrants issued to Marconi shall be executed and
delivered to Marconi simultaneously with the execution of this Agreement. The
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue or delivery of any Warrants in a
name other than that of the Warrantholder.
(c) All Warrant Certificates shall be numbered and shall be registered in a
warrant register (the "Warrant Register") as they are issued. Subject to its
compliance with the foregoing, the Company shall be entitled to treat each
registered Warrantholder in the Warrant Register as the owner in fact of such
Warrant 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 or
entity, and shall not be liable for any registration or transfer of Warrants
which are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is committing a breach of trust in requesting such registration or
transfer, or with the knowledge of such facts that its participation therein
amounts to bad faith.
3. TERM OF THE WARRANT AGREEMENT.
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Except as otherwise provided for herein, the term of this Warrant Agreement
and the right to subscribe and purchase Warrant Interests as granted herein
shall commence on the Effective Date and shall be exercisable for a period of
ten (10) years from the Effective Date.
4. EXERCISE OF THE PURCHASE RIGHTS.
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(a) The purchase rights set forth in this Warrant Agreement are exercisable
by each Warrantholder, in whole or in part, at any time prior to the expiration
of the term set forth in Section 2 above), by Marconi's delivery to the Company
at its principal office (as noted on Schedule I or subsequently notified to
Marconi) of a notice of exercise in the form attached to Appendix I to each
Warrant Certificate (the "Notice of Exercise"), duly completed and executed.
Promptly upon receipt of the Notice of Exercise and the payment of the Exercise
Price (or proportionate part thereof in the case of a partial exercise of
Warrants) in accordance with the terms set forth below, and in no event later
than fifteen (15) days thereafter, the Company shall issue, or cause its
transfer agent to issue, to such Warrantholder a revised Schedule I of the
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Operating Agreement setting forth the Warrantholder's Class A Membership
Interest in the Company (and, if requested by the Warrantholder and to the
extent that Class A Member Interests are then being certificated, a certificate
therefor) and shall deliver a Warrant Certificate for the amount of Warrant
Interests, if any, which remain subject to future purchases, if any. Upon
becoming a Class A Member, the Warrantholder shall be entitled, and subject, to
all of the rights, privileges, obligations and restrictions attributable to a
Class A Membership Interest as set forth in the Operating Agreement.
The Exercise Price may be paid at each Warrantholder's election either by
cash, or by check or wire transfer of immediately available funds.
5. RIGHT OF COMPANY TO REQUIRE EXERCISE OF WARRANT.
-----------------------------------------------
The Company may require that the Warrantholder exercise all of its Warrant
Interests hereunder upon either of the following events (either, a "Forced
Exercise Event"):
(a) the admission to any regulated stock exchange, over-the-counter market
or any investment exchange of any securities of any class of the Company or any
member of the Company's Group (as defined) below; or
(b) the sale or disposal (whether by asset sale, stock sale, merger or
consolidation or otherwise) of all or such part of the business and assets of
the Company which represents at least fifty percent (50%) in value of the
Company's Group, whether in one transaction or a series of related transactions.
The term "Company's Group" shall mean the Company, its successors and any
wholly-owned subsidiary of the Company. In the event the Company or any such
entity is the subject of a merger, consolidation or other event whereby it is
not the surviving entity, this definition shall be construed so as to include
reference to the surviving or resulting entity.
In connection with any Forced Exercise Event, the Company may elect to
force all Warrant Interests to be exercised by delivering to the Warrantholder a
written notice of such election (the "Forced Exercise Notice") in which event
the Warrantholder shall, within sixty (60) days of the Forced Exercise Notice,
deliver to the Company the full Exercise Price for all outstanding Warrant
Interests then held by the Warrantholder, at which time the Company shall take
the actions described in paragraph 4 hereof to reflect the Warrantholder's
acquisition of its Class A Membership Interest. If the Warrantholder fails to
deliver the full Exercise Price as so required by the end of such 60-day period,
then all Warrant Interests then held by the Warrantholder shall be deemed
cancelled and of no further force or effect and all of Warrantholder's rights
hereunder shall automatically be terminated without the necessity of further
action and for the avoidance of doubt, the Warrantholder shall not be obliged to
pay the Exercise Price.
The Forced Exercise Notice shall contain reasonable details of the Forced
Exercise Event to which such notice relates including details of the proposed
admission, sale or disposal price, other salient financial information and the
proposed timetable to implementation.
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6. NO RIGHTS AS MEMBER.
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This Warrant Agreement does not entitle the Warrantholders to any voting
rights or other rights as a member of the Company prior to the exercise of this
Warrant; provided however, that the rights of the Warrantholder hereunder with
respect to the exercise of the Warrant Interests shall be specifically
enforceable in accordance with applicable law.
7. WARRANTHOLDER REGISTRY.
----------------------
The Company shall maintain a registry showing the name and address of the
registered holders of Warrants, which registry shall be open to inspection by
the Warrantholders without charge upon reasonable advance request.
8. ADJUSTMENT RIGHTS.
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If the Company at any time shall, by combination, reclassification,
exchange, split or subdivision of securities or other alteration of the capital
structure (including, without limitation, the rights attaching to the equity
classes of the Company and conforming of Interests under the Operating
Agreement) of the Company (as so described, a "Restructuring Event"), change the
number or nature of securities as to which purchase rights under the Warrant
Agreement exist, then the Warrantholder shall thereafter be entitled to receive,
upon any exercise of the Warrant Interests, the number and kind of securities of
the Company or successor entity which are equivalent in proportionate share,
right and value to those securities which would have been received by the
Warrantholder if the Warrantholder had exercised its Warrant immediately prior
to such Restructuring Event. All such adjustments in the number and kind of
securities to be issued pursuant to the Warrant Interest shall be determined by
the Board of Managers in good faith and on the same basis as all adjustments
made with respect to all Class A Member Interests generally. The purpose of the
foregoing provisions is to assure that the terms of this Warrant Agreement shall
continue to be applicable in the same manner and to the same extent in relation
to the Warrant Interests with respect to any new or alternative securities
distributable or available as a result of any Restructuring Event.
As soon as practicable upon the Board of Managers becoming aware of a
possible Restructuring Event, and in any case, not later than sixty (60) days
before the occurrence of any Restructuring Event, the Company shall give written
notice to the Warrantholders setting forth in reasonable detail the nature of,
and timetable for implementation of, the Restructuring Event requiring any
adjustment, salient financial information relating thereto, the method by which
any such adjustment was determined, and the resulting number of Class A
Membership Interests or equivalent securities subject to purchase hereunder
after giving effect to such adjustment. The Company shall procure that the
equity in its capital issued on exercise of the Warrant will rank at least pari
passu with existing ordinary equity capital of the Company being, at the date
hereof, Class A Member Interests.
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9. NOTICE TO WARRANTHOLDER OF CAPITAL EVENTS.
-----------------------------------------
The Company agrees to give to the Warrantholder, at least sixty (60) days
in advance thereof, written notice of any of the following events (each a
"Capital Event") describing such event and the timetable for implementation
thereof in reasonable detail:
(i) the admission to any regulated stock exchange, over-the-counter
market or any investment exchange of any securities of any class in either the
Company or of any member of the Company's Group;
(ii) the disposal of either of the whole of the business or
undertaking of the Company's Group or of such part thereof which represent not
less than 30% in value thereof, in one or a series of related transactions
(including, without limitation, in each case which involves the disposal of the
capital of any member of the Company's Group), but excluding disposals of the
stock in trade of the Company's Group in the ordinary course of trading;
(iii) any disposal or other transaction, whether one or a series of
related transactions, as a result of which there is a change in the ability to
appoint a majority of the Board of Managers (or equivalent members of the senior
management) of the Company or of any member of the Company's Group or in the
right to manage the business or strategy of any member of the Company's Group,
provided that where any person who is not presently a Class A Member (either
alone or together with persons acting for such person) acquires the right to
control 30% or more of the Membership Interests of the Company, such acquisition
shall be deemed in any case to constitute such a change; and
(iv) the disposal, whether in one or a series of related transactions
of all, or at least 30%, of the Membership Interests (of the Company) or of the
equity securities of any member of the Company's Group, whether effected by way
of statutory merger or consolidation or otherwise;
(v) the possible liquidation, dissolution and winding-up of any
member of the Company's Group with detail of possible value/surplus, salient
financial information relating thereto and the timetable to implementation
thereof; and
(vi) the proposed declaration or payment by the Company of any
dividend or distribution, whether in cash, property or assets (of any nature) or
Interests or the proposed grant of any subscription or acquisition rights or
proposed redemption or repurchase of any of the Company's equity interests.
The foregoing obligation of the Company to give timely notice of any Capital
Event is for the purpose of better enabling the Warrantholder to determine if
and when it may wish to exercise all or any part of its Warrant Interests
hereunder and so as to enable the Warrantholder, if it so elects, to participate
as a Class A Member in such Capital Event.
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The Company's successor corporation shall give the Warrantholder notice as
promptly as practicable (and in any event within five (5) business days) after
(a) the giving of any notice by any of the Berkshire Members (as defined in the
Members' Agreement) pursuant to Section 2.11(b) of the Members' Agreement that
requests such corporation to file a registration statement or (b) the giving of
any notice by the Company's successor corporation pursuant to Section 2.11(c) of
the Members' Agreement that such corporation determines to file a registration
statement under the Securities Act. Such notice by the Company's successor
corporation shall include reasonable detail relating to the registration
request, salient financial information and the timetable for implementation
thereof.
10. FURTHER CONDITIONS TO BECOMING A CLASS A MEMBER.
-----------------------------------------------
The Warrantholder agrees that (i) its right to exercise the Warrant Interests
and receive any Class A Membership Interest is expressly conditioned upon its
contemporaneous execution and delivery of a counterpart copy of the Operating
Agreement and the related Amended and Restated Members' Agreement of the Members
of the Company, dated as of June 13, 2000 (the "Members' Agreement"), to the
effect that, as a new Class A Member, it shall be subject in all respects to the
terms and conditions of each of the Operating Agreement and Members' Agreement,
and (ii) upon becoming a Class A Member, it shall also be obligated to join with
other Class A Members in executing, delivering and complying with any "Lock-Up"
or similar agreements limiting sale or transfer of Class A Member Interests
during any proposed offering of securities of the Company or the Company's
Group, to the extent such restrictive arrangements may be required as to Class A
Members proportionately and generally by underwriters or investment bankers in
conjunction with such offering event.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
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(a) Due Authority. The execution and delivery by the Company of this
Warrant Agreement and the performance of all obligations of the Company
hereunder, including the issuance to Warrantholders of the right to acquire the
Warrant Interests upon exercise of the Warrants granted hereby, have been duly
authorized by all necessary membership action on the part of the Company, and
this Warrant Agreement is not inconsistent with the Company's certificate of
organization or Operating Agreement, each as amended to date, does not
contravene any law or governmental rule, regulation or order applicable to it,
does not and will not contravene any provision of, or constitute a default
under, any material indenture, mortgage, contract or other instrument to which
it is a party or by which it is bound, and this Warrant Agreement and the
Warrants evidenced hereby constitute legal, valid and binding agreements of the
Company, enforceable against it in accordance with their terms.
(b) Consents and Approvals. No consent or approval of, giving of notice
to, registration with, or taking of any other action in respect of any state,
Federal or other governmental authority or agency is required with respect to
the execution, delivery and performance by the Company of its obligations under
this Warrant Agreement.
(c) Issued Interests. All issued and outstanding LLC Interests of equity
ownership and other securities of the Company have been duly authorized and
validly issued and are fully
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paid and nonassessable. All outstanding LLC Interests of equity ownership and
other securities of the Company were issued in full compliance with all
applicable Federal and state securities laws. In addition, no member of the
Company has anti-dilution rights or preemptive rights to purchase new issuances
of the Company's equity ownership that would be triggered in either case in
connection with the issuance or exercise of the Warrants.
(d) Exempt Transaction. The issuance of the Warrant Interests upon
exercise of this Warrant will constitute a transaction exempt from (i) the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, and (ii) the qualification requirements of applicable state securities
laws.
(e) Capital Structure. All Membership Interests (or other equity
interests) in the Company are as described in the Operating Agreement. Except
to the extent set forth or disclosed in the Operating Agreement, there are no
outstanding warrants, options, preemptive rights or similar rights to acquire
any Membership Interests (or other equity interest) in the Company.
12. TRANSFERS.
---------
This Warrant Agreement and all rights hereunder may not be transferred,
sold, assigned or encumbered by the Warrantholder; provided however the Warrant
Agreement may be transferred in whole or in part by a Warrantholder to any
member of the Marconi Group or as permitted under the Members' Agreement. The
transfer shall be recorded on the books of the Company upon receipt by the
Company of a notice of transfer in the form attached hereto as Appendix II to
each Warrant Certificate (the "Transfer Notice"), at its principal offices and
the payment to the Company of all transfer taxes and other governmental charges
imposed on such transfer.
The term "Marconi Group" shall mean Marconi Corporation plc and its
Affiliates.
13. MISCELLANEOUS.
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(a) Effective Date. The provisions of this Warrant Agreement shall be
construed and shall be given effect in all respects as if it had been executed
and delivered by the Company on the date hereof. This Warrant Agreement and the
Warrants granted hereunder and evidenced hereby shall be binding upon any
successors or assigns of the Company.
(b) Reports. The Company shall provide to the Holders any and all reports,
accounts and other information made generally available to the Class A or other
Members of the Company in the same form and at the same time as such Members.
(c) Attorneys' Fees. In any litigation, arbitration or court proceeding
between the Company and the Warrantholders relating hereto, the prevailing party
shall be entitled to reasonable attorneys' fees and expenses and all costs of
proceedings incurred in enforcing this Warrant Agreement.
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(d) Governing Law. This Warrant Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
(e) Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery; upon
confirmed receipt if sent by facsimile transmission; five (5) days after deposit
in the United States mail, first class, postage prepaid; or one (1) day after
delivery by overnight courier, addressed (i) to the Warrantholder at its address
set forth on Schedule 1 hereto; and (ii) to the Company at its address set forth
on Schedule 1 hereto or at such other address as any such party may subsequently
designate by written notice to the other party.
(f) Remedies. In the event of any default hereunder, the non-defaulting
party may proceed to protect and enforce its rights either by suit in equity
and/or by action at law, including but not limited to an action for damages as a
result of any such default, and/or an action for specific performance or
injunction for any default where the Warrantholders will not have an adequate
remedy at law and where damages will not be readily ascertainable.
(g) No Impairment of Rights. The Company will not, by amendment of its
corporate charter or through any other means, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the Warrantholders against impairment.
(h) Survival. The representations, warranties, covenants and conditions of
the respective parties contained herein or made pursuant to this Warrant
Agreement shall survive the execution and delivery of this Warrant Agreement.
(i) Severability. In the event any one or more of the provisions of this
Warrant Agreement shall for any reason be held invalid, illegal or
unenforceable, the remaining provisions of this Warrant Agreement shall be
unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision, which
comes closest to the intention of the parties underlying the invalid, illegal
or unenforceable provision.
(j) Amendments. Any provision of this Warrant Agreement may be amended by
a written instrument signed by the Company and by the Warrantholders.
(k) Counterparts. This Warrant Agreement and any exhibit hereto may be
executed in multiple counterparts, each of which shall constitute an original
but all of which shall constitute but one and the same instrument. One or more
counterparts of this Warrant Agreement or any exhibit hereto may be delivered
via telecopier, with the intention that they shall have the same effect as an
original counterpart hereof.
*******
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WEIGH-TRONIX, LLC
WARRANT AGREEMENT
Signature Page
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IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement
to be executed by their respective officers thereunto duly authorized as of the
Effective Date.
WEIGH-TRONIX, LLC
By: /s/ Weigh-Tronix, LLC
----------------------------------
Title:
-------------------------------
MARCONI, INC.
By: /s/ Marconi, Inc.
----------------------------------
Title:
-------------------------------
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SCHEDULE 1
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Notice to Warrantholder:
- -----------------------
Marconi, Inc.
c/o Marconi Data Systems Inc.
1500 Mittel Boulevard
Wood Dale, IL 60191-1073
Attention: Patricia Hoffman
Fax: 001-630-238-3998
Copy to:
- -------
Norman Porter
Marconi Corporation plc
One Bruton Street
London WIX 8AQ
Fax: 0207-306-1395
Notice to Company:
- -----------------
Weigh-Tronix, LLC
293 S. Main Street
Providence, RI 02903
Attention: John J. McCann, III
Fax: 401-751-8829
EXHIBIT A
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WARRANT CERTIFICATE
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT
TO A REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM.
THE TRANSFER OR EXCHANGE OF THIS WARRANT MUST BE REGISTERED IN ACCORDANCE WITH
THE WARRANT AGREEMENT REFERRED TO HEREIN.
NO. __ [DATE]
------
VOID AFTER 5:00 P.M. EASTERN
TIME ON JUNE 13, 2010
WEIGH-TRONIX, LLC
Warrant Certificate
THIS CERTIFIES THAT for value received, Marconi, Inc. or its registered
assigns, is the owner of a Warrant which entitles it to purchase subject to the
terms and conditions of the Warrant Agreement, (hereinafter defined), Class A
Membership Interests of the equity interests (the "Membership Interests") of
Weigh-Tronix, LLC, a Delaware limited liability company (the "Company"), at the
aggregate purchase price of $1,980,052.50 (the "Exercise Price") upon
presentation and surrender of this Warrant Certificate with the Notice of
Exercise attached hereto as Appendix I duly executed. As provided in the
Warrant Agreement, the number and kind of Membership Interests which may be
purchased upon the exercise of the Warrant evidenced by this Warrant
Certificate, and the Exercise Price at which such Membership Interests are
purchasable, are, upon the happening of certain events, subject to modification
and adjustment.
This Warrant Certificate and the Warrant it represents are subject to, and
entitled to the benefits of, all of the terms, provisions and conditions of a
certain Warrant Agreement dated as of June 13, 2000 (the "Warrant Agreement")
between the Company and the original holder hereof, which Warrant Agreement is
hereby incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of the rights,
limitation of rights, obligations, duties and immunities hereunder of the
Company and the holder of this Warrant Certificate. Copies of the Warrant
Agreement are on file at the principal office of the Company.
Subject to the terms of the Warrant Agreement, this Warrant Certificate,
upon surrender at the principal office of the Company, may be exchanged for
another Warrant Certificate or
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Warrant Certificates of like tenor and date evidencing a Warrant or Warrants
entitling the holder to purchase a like aggregate number of Membership Interests
as the Warrant evidenced by the Warrant Certificate surrendered entitled such
holder to purchase.
No holder of this Warrant Certificate shall be entitled to vote or receive
profits or be deemed the holder of Membership Interests or any other securities
of the Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained in the Warrant Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
member of the Company or any right to vote for the election of managers or upon
any matter submitted to members at any meeting thereof, to give or withhold
consent to any corporate action (whether upon any recapitalization, issue of
units, reclassification of units, change of par value or change of units to no
par value, consolidation, merger, conveyance or otherwise), to receive notice of
meetings (except as provided in the Warrant Agreement), or to receive dividends
or subscription rights or otherwise, until the Warrant evidenced by this Warrant
Certificate shall have been exercised and the Membership Interests purchasable
upon the exercise thereof shall have become deliverable as provided in the
Warrant Agreement, but without prejudice to Warrantholders' rights as holders of
the Company's Warrants.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's Membership Interests
are closed for any purpose, the Company shall not be required to make delivery
of certificates for Membership Interests purchasable upon such exercise until
the date of the reopening of said transfer books.
The Company shall not close its transfer books in the sixty (60) days prior
to a Forced Exercise Event, Restructuring Event or Capital Event.
[Remainder of page left blank intentionally]
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WEIGH-TRONIX, LLC
WARRANT CERTIFICATE
Signature Page
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IN WITNESS WHEREOF, WEIGH-TRONIX, LLC has caused the signature (or
facsimile signature) of its President and Secretary to be printed hereon and its
corporate seal (or facsimile) to be printed hereon.
Attest: WEIGH-TRONIX, LLC
_____________________________ By:_____________________________
Secretary Title:
[SEAL]
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APPENDIX I
NOTICE OF EXERCISE
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[Strike paragraph that does not apply.]
1. The undersigned hereby elects to purchase __________ Membership
Interests of Weigh-Tronix, LLC pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price of such Membership Interests
in full.
2. Please issue a certificate or certificates representing said Membership
Interests in the name of the undersigned or in such other name as is specified
below:
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(Name)
-------------------------------
-------------------------------
(Address)
3. The undersigned represents it is acquiring the Membership Interests
solely for its own account and not as a nominee for any other party and not with
a view toward the resale or distribution thereof except in compliance with
applicable securities laws.
- --------------------------------------------------------
(Date) (Signature)
ACKNOWLEDGMENT OF EXERCISE
The undersigned hereby acknowledges receipt of the "Notice of Exercise" from
Warrantholders, to purchase ____________ Membership Interests of Weigh-Tronix,
LLC, pursuant to the terms of the Warrant Agreement, and further acknowledges
that _________________ Membership Interests remain subject to purchase under the
terms of the Warrant Agreement.
Company: Weigh-Tronix, LLC
By:
Title:
Date:
APPENDIX II
TRANSFER NOTICE
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(To transfer or assign the Warrant Agreement referenced in the attached
Warrant, execute this form and supply required information. Do not use this
form to purchase Membership Interests.)
FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights
evidenced thereby are hereby transferred and assigned to ______________________
(Please Print)
whose address is
Dated: ______________________________
Holder's Signature: ______________________________
Holder's Address: ________________________________
________________________________
Signature Guaranteed: _________________________________________
[or equivalent certification]
NOTE: The signature to this Transfer Notice must correspond with the name as it
appears on the face of the Warrant Agreement, without alteration or
enlargement or any change whatever. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant Agreement.