EXHIBIT 10.63
EXECUTION COPY
WARRANT AGREEMENT
Between
SIENA CAPITAL PARTNERS, L.P.
And
EASYRIDERS, INC.
Dated as of October 14, 1999
THE WARRANT AND WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE WARRANT AND
WARRANT SECURITIES, AS THE CASE MAY BE, MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE
ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT
WITH RESPECT TO THE WARRANT AND WARRANT SECURITIES, AS THE CASE MAY BE, UNDER
THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this "Agreement") is dated as of October 14, 1999,
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and executed by and between SIENA CAPITAL PARTNERS, L.P., a California limited
partnership ("Siena"), and EASYRIDERS, INC., a Delaware corporation (the
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"Company").
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WHEREAS, the Company has agreed to grant to Siena or its assigns a common
stock warrant in the form attached hereto as Exhibits A hereto (the "Warrant")
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to acquire shares of the Company's Common Stock, US$.001 par value per share.
This Agreement sets forth certain rights and obligations of the Company and
Siena with respect to the Warrant.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
representations, warranties and agreements contained in this Agreement, the
parties hereto agree as follows:
I. DEFINITIONS
Section 1.01 Defined Terms. As used in this Agreement, the following
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capitalized terms shall have the meanings respectively assigned to them below,
which meanings shall be applicable equally to the singular and plural forms of
the terms so defined. Terms not otherwise defined herein shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated
October 14, 1999 between Paisano Publications, Inc. and Siena.
"Adjustment Transaction" shall mean any of: (i) the issuance and/or sale of
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Common Stock or Common Stock Equivalents for less than Fair Value (as
hereinafter defined) (other than (a) delivery of shares of Common Stock upon
exercise of this Warrant and (b) the issuance of Common Stock or Common Stock
Equivalents (x) pursuant to options or other convertible securities disclosed on
Schedule 3.5(c) hereto, (y) for which an adjustment has already been made or (z)
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that were originally issued at Fair Value), in addition to the number of shares
outstanding as of the date hereof, as disclosed herein, (ii) the declaration of
a Dividend upon, or distribution in respect of, any of the Company's capital
stock, payable in Common Stock or Common Stock Equivalents, (iii) the
subdivision or combination by the Company of its outstanding Common Stock into a
larger or smaller number of shares of Common Stock, as the case may be, (iv) any
capital reorganization or reclassification of the Common Stock of the Company,
(v) the consolidation or merger of the Company or any Subsidiary (as hereinafter
defined) with or into another corporation, (vi) the sale or transfer or other
disposition of all or substantially all of the property of the Company, (vii)
the dissolution, liquidation or winding up of the Company or (viii) any event as
to which the foregoing clauses are not strictly applicable, but the failure to
make an adjustment in the Exercise Price hereunder would not fairly protect the
purchase rights, without dilution, represented by the Warrant.
"Common Equity" shall mean the total equity interest in the Company
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represented by the Common Stock and shall include Common Equity resulting from
any reorganization, reclassification or recapitalization or similar event.
"Common Stock Equivalents" shall mean all options, warrants (including the
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Warrant),
convertible securities, securities and other rights (in each case whether now
existing or hereafter issued or arising) to acquire from the Company shares of
Common Stock (without regard to whether such options, warrants, convertible
securities, securities and other rights are then exchangeable, exercisable or
convertible in full, in part or at all).
"Dividend" means, as to any Person (as hereinafter defined), any
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declaration or payment of any dividend (other than a stock dividend) on, or the
making of any pro rata distribution, loan, advance, or investment to, any shares
of capital stock of such Person.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
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and the rules and regulations promulgated thereunder, and any successor
provisions thereto.
"Exercise Price" shall have the meaning given in the Warrant, as adjusted
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from time to time pursuant to the terms of the Warrant and this Agreement.
"Expiration Period" means the period commencing on the date hereof through
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and including the fifth anniversary of the date hereof or, in the event the
fifth anniversary is not a Business Day (as hereinafter defined), the next
succeeding Business Day.
"Exercise Quantity" shall mean the number of shares of Common Stock,
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determined from time to time, taking into account all shares of Common Stock
theretofore issued upon exercise of the Warrant, required to be issued by the
Company to the Holders of the Warrant. Exercise Quantity shall initially have
the meaning given in the Warrant, and may be adjusted from time to time,
pursuant to the provisions of the Warrant and this Agreement.
"Fair Value" as of a particular date shall mean the average last sale price
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of the Common Stock as reported on a national securities exchange or on the
NASDAQ SmallCap or National Market System for the five trading days immediately
preceding such date or, if a last sale reporting quotation is not available for
the Common Stock, the average of the bid and asked prices of the Common Stock as
reported by NASDAQ or on the NASD's OTC Bulletin Board Service for the five
trading days immediately preceding such date, or if not so reported, as listed
in the National Quotation Bureau, Inc.'s "Pink Sheets." If such quotations are
unavailable, or with respect to other appropriate security, property, assets,
business or entity, "Fair Value" shall mean the fair value of such item as
determined by mutual agreement reached by the Holder and the Company or, in the
event the parties are unable to agree, an opinion of an independent investment
banking firm or firms in accordance with the following procedure. In the case of
any event which gives rise to a requirement to determine "Fair Value" pursuant
to this Agreement, the Company shall be responsible for initiating the process
by which Fair Value shall be determined as promptly as practicable, but in any
event within sixty (60) days following such event and if the procedures
contemplated herein in connection with determining Fair Value have not been
complied with fully, then any such determination of Fair Value for any purpose
of this Agreement shall be deemed to be preliminary and subject to adjustment
pending full compliance with such procedures. Upon the occurrence of an event
requiring the determination of Fair Value, the Company shall give the Holder(s)
of the
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Warrant notice of such event, and the Company and the Holders shall engage in
direct good faith discussions to arrive at a mutually agreeable determination of
Fair Value.
In the event the Company and the Holder(s) (as hereinafter defined) are
unable to arrive at a mutually agreeable determination within thirty (30) days
of the notice, the Company and the Holder(s) of the Warrant (who, if more than
one, shall agree among themselves by a majority) shall each retain a separate
independent investment banking firm of national reputation (which firm, in
either case, may be the independent investment banking firm regularly retained
by the Company or any such Holder). Such firms shall jointly determine the Fair
Value of the security, property, assets, business or entity, as the case may be,
in question and deliver their opinion in writing to the Company and to such
Holder within thirty (30) days of their retention. In no event shall the
marketability, or lack thereof, or lack of registration of a security be a
factor in determining the "Fair Value" of such security.
If such firms cannot jointly make such determination within such 30-day
period, then, unless otherwise directed by agreement of the Company and the
Holder(s) of a majority or more of the Warrant, such firms, in their sole
discretion, shall choose another independent investment banking firm of the
Company or such Holder(s), which firm shall make such determination and render
such an opinion. In either case, the determination so made shall be conclusive
and binding on the Company and such Holder(s). The fees and expenses of the
investment banking firm retained by Holder(s) pursuant to this provision shall
be borne by Holder(s). The fees and expenses of all other investment banking
firms retained pursuant to this provision shall be borne by the Company.
"Holder" or "Holders" shall mean the Person(s) then registered as the
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owner(s) of the Warrant or Warrant Securities, as the case may be, on the books
and records of the Company.
"Person" shall mean any individual, corporation, partnership, limited
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liability company, association, joint-stock company, trust, estate,
unincorporated organization, joint venture, court or governmental or political
subdivision or agency thereof.
"Registrable Securities" shall have the meaning assigned to it in Section
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6.01 hereof.
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"Subsidiary" shall mean any corporation as to which an aggregate of more
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than 50% of the outstanding voting stock is at any time directly or indirectly
owned by the Company, or by one or more of its Subsidiaries or by the Company
and one or more of its Subsidiaries.
"Warrant Securities" shall mean the shares of Common Stock (or other
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securities representing Common Stock) purchasable or purchased from time to time
under the Warrant or acquired upon any transfer of any such shares, together
with all additional securities received in payment of dividends or distributions
on or splits of those securities or received as a result of the adjustments
provided for in Article V hereof.
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II. WARRANT
On the date hereof, the Company will grant to Siena, for good and valuable
consideration, the Warrant in the form attached as Exhibit A hereto. Siena and
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any subsequent Holder of the Warrant and of Warrant Securities shall have the
rights and obligations provided for in the Warrant and in this Agreement.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants as follows:
(a) The execution and delivery of this Agreement and the Warrant have been
duly and properly authorized by all requisite corporate action of the Company
and its board of directors, and no consent of any other Person is required as a
prerequisite to the validity and enforceability of this Agreement and the
Warrant that has not been obtained. The Company has the full legal right, power
and authority to execute and deliver this Agreement and the Warrant and to
perform its obligations hereunder and thereunder. When issued and delivered
pursuant to this Agreement, the Warrant will have been duly executed, issued and
delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits provided herein and therein.
(b) The Company is not a party to or otherwise subject to any contract or
agreement which restricts or otherwise affects its right or ability to execute
and deliver this Agreement or the Warrant or to perform any obligation hereunder
or thereunder (including, without limitation, issuance of the Warrant
Securities), except for contracts or agreements that the Company has received a
written consent and/or waiver from the other party or parties thereto and
delivered a copy of the same to Siena. Neither the execution or delivery of this
Agreement or the Warrant, nor compliance therewith (including, without
limitation, issuance of the Warrant Securities), will conflict with, or result
in a breach of the terms, conditions or provisions of, or constitute a default
under, or result in any violation of, or result in the creation of any material
lien upon any properties of the Company under, or require any consent, approval,
or other action by, notice to or filing with any court or Governmental Person
pursuant to the Certificate of Incorporation or By-laws of the Company, as
currently in effect, any award of any arbitrator, or any material agreement,
instrument or law to which the Company is subject or by which it is bound.
(c) On the date hereof, the authorized capital stock of the Company will
consist of 50,000,000 shares of Common Stock and no shares of preferred stock.
As of the Closing Date, the Company had issued and outstanding 23,778,565 shares
of Common Stock. The Common Stock and any Warrant Securities issued pursuant to
the Warrants will, when issued, be duly and validly issued, fully paid and
nonassessable. Except as set forth in Schedule 3.5(c) hereto, there are no other
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outstanding options, warrants or similar rights of any person to acquire any of
the capital stock of the Company and the Company has no contingent obligations
to issue additional shares. Except as set forth in Schedule 3.5(c) hereto, the
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Company is not subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any of its capital stock or other securities or
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obligation evidencing the right of any holder thereof to purchase any of its
capital stock or other securities. All such outstanding shares are validly
issued, fully paid and nonassessable. The issuance by the Company of the Warrant
and the Warrant Securities is not subject to any preemptive or similar right of
any Person pursuant to statute, contract or understanding.
(d) Except as provided in this Agreement, the Company is not subject to any
obligation to repurchase or otherwise acquire or retire any shares of capital
stock.
(e) The Warrant is, and the Warrant Securities will be, issued by the
Company to Siena in a transaction exempt from registration and qualification
under the applicable federal and state securities laws.
(f) Except as set forth in Schedule 3.5(f) hereto, there is not in effect
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on the date of this Agreement any agreement by the Company (other than this
Agreement) pursuant to which any holders of securities of the Company have a
right to cause the Company to register such securities under the Securities Act.
IV. COVENANTS
Section 4.01 Covenants of the Company. The Company hereby covenants and
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agrees that, during the term of this Agreement, unless all of the Holders of the
Warrant agree otherwise in writing:
(a) Each of the Warrant Securities issued and delivered upon the exercise
of the Warrant and payment of the Exercise Price will be duly and validly
authorized and issued, will be fully paid and nonassessable, and will not be
subject to any unpaid tax or any lien, whether respecting their issuance to and
purchase by the Holder of the Warrant or otherwise. The Company will take all
such actions as may be necessary to assure that all such shares of Common Stock
may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock may be listed.
(b) The Company shall reserve and at all times keep available for issuance
an authorized number of shares of Common Stock sufficient to permit the full and
immediate exercise of the Warrant and the full and immediate exercise, exchange
and conversion of all other securities, options, warrants and other rights
issued or granted by the Company.
(c) The Company shall not permit the par value of its Common Stock to
exceed, at any time, the Exercise Price and shall take all such actions as may
be necessary or appropriate to ensure that it does not do so.
(d) As soon as available, and in no event later than the dates filed with
any other Governmental Person or other regulatory authority, if such documents
are so filed, the Company shall deliver to the Holder(s) of the Warrant and the
Warrant Securities copies of (i) all annual,
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quarterly and monthly financial statements made available by the Company to its
stockholders, (ii) all reports, notices and proxy or information statements sent
or made available generally by the Company to its stockholders, and (iii) all
regular and periodic reports and all registration statements, prospectuses and
other information filed by the Company with the Securities and Exchange
Commission, relevant state authorities or any securities exchange, securities
quotation system or other self-regulatory organization.
(e) The Company shall cooperate with the Holder(s) of the Warrant and the
Warrant Securities in supplying such information as may be reasonably necessary
for the Holder(s) to complete and file any information or other reporting forms
from time to time required by the Securities and Exchange Commission, relevant
state authorities or any securities exchange, securities quotation system or
other self-regulatory organization, including, without limitation, information
pertaining to or required for the availability of any exemption from the
securities laws for the sale, transfer or other disposition of the Warrant or
any of the Warrant Securities.
Section 4.02 Indemnification.
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(a) In connection with any registration or qualification of Warrant
Securities hereunder, the Company agrees that Siena and each other Holder of the
Warrant or any Warrant Securities purchased hereunder, any underwriter(s), and
their respective directors, officers, employees, attorneys and agents, as well
as each other Person (if any) controlling any of the foregoing Persons within
the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange
Act, shall not incur any liability for acts and omissions arising out of or
related directly or indirectly to the Warrant, the Warrant Securities, this
Agreement, any registration statement or prospectus or any misstatement or
omission of a material fact therein; and the Company hereby expressly waives any
and all claims and actions which it now has or may hereafter at any time have
against Siena and each other Holder of the Warrant or underlying Warrant
Securities, and their respective directors, officers, employees, attorneys and
agents, arising out of or related directly or indirectly to any and all of the
foregoing acts, omissions and circumstances, except insofar as such liability is
caused by untrue statements or alleged untrue statements or omissions or alleged
omissions and is based upon information furnished in writing by Holder expressly
for use therein and in such event such Holder shall indemnify the Company from
any claim or loss arising out of such Holder's untrue statement or omission.
(b) The Company agrees to defend, indemnify and hold harmless Siena and
each other Holder of the Warrant, this Agreement, or any Warrant Security
purchased hereunder, any underwriter(s), and their respective directors,
officers, employees, attorneys and agents, as well as each other Person (if any)
controlling any of the foregoing Persons within the meaning of Section 15 of the
Securities Act, or Section 20 of the Exchange Act, from and against any and all
claims, liabilities, losses and expenses (including, without limitation, the
disbursements, expenses and fees of their respective attorneys) that may be
imposed upon, incurred by, or asserted against any of them, any of their
respective directors, officers, employees, attorneys and agents, or any such
control Person, under the Securities Act, the Exchange Act or any other statute
or at common law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof), arise out of or are related
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directly or indirectly to: (i) the Warrant or the Warrant Securities, (ii) any
registration statement or prospectus, (iii) any alleged untrue statement of any
material fact contained, on the effective date thereof, in any registration
statement under which such securities were registered under the Securities Act
or the Exchange Act, or in any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or (iv) any alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
such Persons for any legal or any other expenses reasonably incurred by such
Persons in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any alleged untrue statement or alleged
omission made in such registration statement, preliminary prospectus, prospectus
or amendment or supplement in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by such
respective Person specifically for use therein. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
any such indemnified Person, and shall survive the transfer of such securities
by such Person. Promptly after receipt of notice of the commencement of any
action in respect of which indemnity may be sought against the Company, the
Company shall assume the defense of such action (including the employment of
counsel, who shall be counsel reasonably satisfactory to the party seeking
indemnity hereunder) and the payment of expenses insofar as such action shall
relate to any alleged liability in respect of which indemnity may be sought
against the Company. The Company shall not, except with the approval of each
party being indemnified under this Section 4.02, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to the parties being so
indemnified of a release from all liability in respect to such claim or
litigation.
Section 4.03 Listing on the Securities Exchange. The Company shall, at its
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expense, list on any securities exchange where it lists its Common Stock, and
maintain and increase when necessary such listing of all outstanding Warrant
Securities so long as any shares of Common Stock shall be so listed. The Company
shall also so list on each securities exchange, and will maintain such listing
of, any other securities which the holder of the Warrant shall be entitled to
receive upon the exercise thereof if at the time any securities of the same
class shall be listed on such securities exchange by the Company.
V. ANTIDILUTION
Section 5.01 No Dilution or Impairment. The Company hereby acknowledges
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that the initial number of shares issuable upon exercise of the Warrant was
calculated based upon 0.36% (based on the Warrant being initially exercisable
for 100,000 shares, which percentage shall increase accordingly if and when the
number of shares the Warrant may be exercised for is increased) of the number of
shares of Common Stock and Common Stock Equivalents outstanding and the
representation of the Company that the number of shares of Common Stock and
Common Stock Equivalents outstanding as of the date hereof (including the
Warrant Securities) was 27,937,315 shares (which number was calculated as
follows: 23,778,565 shares of Common Stock outstanding,
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3,858,750 shares available under the Company's existing and contemplated stock
option plans, stock options, warrants and other convertible securities, and
100,000 shares issuable upon exercise of the Warrant). If for any reason it
shall hereafter be determined by the Company that the actual number of shares of
Common Stock and Common Stock Equivalents outstanding as of the Date hereof was
different from the foregoing, the Company will notify the Holder(s) of such
determination and if the Holder(s) does not dispute the same, the Company shall
forthwith reissue the Warrant with an appropriate proportional increase in the
Exercise Quantity to be effective from the Date hereof. If a Holder shall
dispute such determination and the parties cannot otherwise resolve the dispute
promptly and in good faith, then the Company shall appoint a firm of independent
public accountants of recognized national standing (which may be the regular
auditors of the Company), which shall give their opinion as to the adjustment,
if any, to be made to the Exercise Quantity. Upon receipt of such opinion, the
Company shall promptly mail a copy thereof to the Holder(s) of the Warrant and
shall make the adjustment described therein.
It is the intent of the parties hereto that, after giving effect to any
exercise of the Warrant, the Holder(s) of the Warrant or Warrant Securities
would collectively be the owner of 0.36% (based on the Warrant being initially
exercisable for 100,000 shares, which percentage shall increase accordingly if
and when the number of shares the Warrant may be exercised for is increased) of
the Common Stock and Common Stock Equivalents (or have the right to acquire
0.36% of the Common Stock and Common Stock Equivalents outstanding as such
amount may be adjusted in the event of a cashless exercise of the Warrant
according to Section 2(a)(ii) or (iii) thereof or other adjustments contemplated
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herein and based on the Warrant being initially exercisable for 100,000 shares,
which percentage shall increase accordingly if and when the number of shares the
Warrant may be exercised for is increased), except such percentage may be
reduced as a consequence of an issuance of Common Stock not requiring any
adjustment in the Exercise Price resulting from any Adjustment Transaction in
accordance with Section 5.02 or other adjustments contemplated herein.
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Upon any adjustment of the Exercise Price as provided in Section 5.02, the
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Exercise Quantity shall be adjusted so that the New Exercise Quantity shall be
equal to the product of (x) the former Exercise Quantity and (y) the following
fraction:
The Exercise Price in effect immediately prior to such adjustment
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The Exercise Price resulting from such adjustment
Exhibit B hereto sets forth the formula and an illustrative example of the
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manner in which the adjustments contemplated herein should be applied.
So long as any Warrants are outstanding, then, without the prior written
consent of the Holders of outstanding Warrants evidencing a majority in number
of the total number of Warrant Securities at the time purchasable upon the
exercise of all then outstanding Warrants, the Company will not (a) merge or
consolidate with or into another Person or voluntarily reorganize, liquidate,
dissolve or wind up its affairs; or (b) take any other voluntary action, to
avoid or seek to avoid the observance or performance of any of the terms of this
Agreement or the Warrant or impair the ability
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of the Holder(s) to realize the full intended economic value thereof, but will
at all times in good faith assist in the carrying out of all such terms, and of
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of the Warrant against dilution or other
impairment.
Section 5.02 Adjustment.
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(a) In the event the Company, after the Date hereof, shall propose to
consider or engage in an Adjustment Transaction, then, in each such event, the
Company shall mail to the Holder of the Warrant notice of such proposed action,
which shall specify the date on which the stock transfer books of the Company
shall close, or a record shall be taken, for determining the holders of Common
Stock entitled to receive the benefit of such Adjustment Transaction, or the
date on which the Adjustment Transaction shall take place or commence, as the
case may be, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to receive securities or other property
deliverable upon such action, if any such date is to be fixed. Such notice shall
be mailed at least thirty (30) days prior to the date upon which it is proposed
that such action take place and twenty (20) days prior to any record date to
determine holders of Common Stock entitled to receive the benefit of such
Adjustment Transaction. If an Adjustment Transaction occurs, the Exercise Price
shall be adjusted by the Company so as to fairly preserve, without dilution, the
purchase rights represented by the Warrant in accordance with Section 5.01 and
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otherwise with the essential intent and purposes hereof. If the Holder(s) of the
Warrant disputes the adjustment of the Exercise Price made by the Company and
the parties cannot otherwise resolve the dispute promptly and in good faith,
then the Company shall at its expense appoint a firm of independent public
accountants of recognized national standing (which may be the regular auditors
of the Company), which shall give their opinion as to the adjustment, if any, to
be made to the Exercise Price as the result of the relevant Adjustment
Transaction. Upon receipt of such opinion, the Company shall promptly mail a
copy thereof to the Holder(s) of the Warrant and shall make the adjustment
described therein. An adjustment made pursuant to this Section 5.02(a) shall
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become effective immediately after the effective date of any such issue, sale,
Dividend, subdivision, combination or reclassification.
Anything herein to the contrary notwithstanding, the Company shall not be
required to make any adjustment of the Exercise Price in the case of the
issuance of shares of Common Stock upon the exercise in whole or part of the
Warrant.
(b) Whenever the Exercise Price is adjusted as provided in this Section
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5.02, the Company will, if requested, promptly obtain a certificate of a firm of
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independent public accountants of recognized national standing selected by the
Board of Directors of the Company (who may be the regular auditors of the
Company) setting forth the Exercise Price, and the Exercise Quantity as so
adjusted, the computation of such adjustment and a brief statement of facts
accounting for such adjustment, and will retain such certificate on file and
mail to the Holder(s) of the Warrant a copy of such certificate from such firm
of independent public accountants.
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VI. REGISTRATION RIGHTS
Section 6.01 "Piggyback" Registration Rights. If at any time the Company
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shall determine to register under the Securities Act (including pursuant to a
demand of any security holder of the Company exercising registration rights) any
of its Common Stock (except securities to be issued solely in connection with
any acquisition of any entity or business, shares issuable solely pursuant to
employee benefit plans eligible for registration on SEC Form S-8 or shares to be
registered on any registration form that does not permit secondary sales), it
shall send to Siena and to each of the Holder(s) written notice of such
determination at least thirty (30) days prior to each such filing and, if within
twenty (20) days after receipt of such notice, any Holder shall so request in
writing, the Company shall use its best efforts to include in such registration
statement (to the extent permitted by applicable regulation) all or any part of
the Warrant Securities (collectively referred to in this Article VI as
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"Registrable Securities") that such Holder requests to be registered, provided,
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however, that if, in connection with any offering involving an underwriting of
Common Stock to be issued by the Company, the managing underwriter shall impose
a limitation on the amount of Registrable Securities included in any such
registration statement, then, to the extent that any Registrable Securities
remain available for registration after the underwriter's cutback, the Company
shall be obligated to include in such registration statement with respect to
each Holder requesting inclusion only the product of : (i) the number of
Registrable Securities with respect to which such Holder has requested inclusion
hereunder and (ii) such Holder's pro rata share of the sum of all Registrable
Securities permitted to be registered and all other securities of the Company,
the holders of which Registrable Securities and other securities have requested
that such securities be registered. Any Registrable Securities which are
included in any underwritten offering under this Section 6.01 shall be sold upon
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such terms as the managing underwriters shall reasonably request but in any
event shall be upon terms not less favorable than those upon which any other
selling security holder shall sell any of its securities. If any Holder
disapproves of the terms of such underwriting, such Holder may elect to withdraw
therefrom by written notice to the Company and the underwriter. The Company
shall use its best efforts to cause the managing underwriter or underwriters of
a proposed underwritten offering (the "Company Underwriter") to permit the
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Holders who have requested to participate in the registration for such offering
to include such Registrable Securities in such offering on the same terms and
conditions as the securities of the Company included therein. Notwithstanding
the foregoing, if the Company Underwriter delivers a written opinion to the
Holders that the total amount or kind of securities which they, the Company and
any other Persons intend to include in such offering (the "Total Securities") is
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sufficiently large so as to prevent the Company from affecting a successful
offering of the Total Securities, then the amount or kind of securities to be
offered for the account of any members of management shall be reduced pro rata
to the extent necessary to reduce the Total Securities to the amount recommended
by the Company Underwriter, and if the amount or kind of Total Securities is
still sufficiently large so as to prevent the Company from affecting a
successful offering of the Total Securities, then the amount or kind of
securities to
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be offered for the account of the Holders and any other Persons shall be reduced
pro rata to the extent necessary to reduce the Total Securities to the amount
recommended by the Company Underwriter. Notwithstanding the provisions of this
Section 6.01, the Company shall have the right, at any time after it shall have
- ------------
given written notice pursuant to this Section 6.01 (irrespective of whether a
------------
written request for inclusion of Registrable Securities shall have been made),
to elect not to file any such proposed registration statement or to withdraw the
same after the filing and prior to the effective date thereof.
Section 6.02 Effectiveness. If necessary to permit distribution of the
-------------
Registrable Securities, the Company shall use its best efforts to maintain the
effectiveness for up to one (1) year of the registration pursuant to which any
of the Registrable Securities are being offered, and from time to time will
amend or supplement such registration statement and the prospectus contained
therein as and to the extent necessary to comply with the Securities Act and any
applicable state securities statute or regulation. Notwithstanding the
foregoing, if the registration by the Company of the resale of Registrable
Securities is eligible for SEC Form S-3 or any successor to such form, the
Company shall use its best efforts to maintain the effectiveness of the
registration until all registered Registrable Securities are sold. The Holder
shall notify the Company promptly of the completion of the offering of its
Registrable Securities under any such effective registration statement.
(a) The Company shall not be required to effect a registration statement
pursuant to this Section 6.01 after the Company has previously effected two (2)
------------
registrations pursuant to this Section 6.01, and such registrations have been
------------
declared or ordered effective; or
(b) If requested by the Company or a representative of the underwriters
of Common Stock (or other securities) of the Company, each Holder shall not sell
or otherwise transfer or dispose of any Common Stock (or other securities) of
the Company held by such Holder (other than those included in registration) for
a period specified by the representative of the underwriters, not to exceed one
hundred eighty (180) days following the effective date of a registration
statement of the Company filed under the Securities Act for the Company's
initial public offering of the Company's Common Stock.
Section 6.03 Further Obligations of the Company. Whenever, under the
----------------------------------
preceding Sections of this Article VI, the Company is required hereunder to
----------
register Registrable Securities, it agrees that it shall also do the following:
(a) Furnish to each selling Holder such copies of each preliminary and
final prospectus and any other documents as such Holder may reasonably request
to facilitate the public offering of its Registrable Securities;
(b) Use its best efforts to register or qualify the Registrable
Securities to be registered pursuant to this Article VI under the applicable
----------
securities or blue sky laws of such jurisdictions as any selling Holder may
reasonably request;
11
(c) Furnish to each selling Holder: (i) a signed counterpart of an opinion
of counsel for the Company, dated the effective date of the registration
statement; and (ii) a copy of any "comfort" letters signed by the Company's
independent public accountants who have examined and reported on the Company's
financial statements included in the registration statement, covering
substantially the same matters as are customarily covered in opinions of
issuer's counsel and in accountants' "comfort" letters delivered to the
underwriters in underwritten public offerings of securities;
(d) Permit each selling Holder or such Holder's counsel or other
representatives to inspect and copy such corporate documents and records as may
reasonably be requested by them in connection with such registration; and
(e) Furnish to each selling Holder, upon request, a copy of all documents
filed and all correspondence from or to the Commission in connection with any
such offering.
Section 6.04 Expenses. Except for underwriters' discounts and brokerage
--------
commissions allocable to the Registrable Securities, the Company shall bear all
costs and expenses of each registration contemplated in Section 6.01 including,
------------
but not limited to, printing, legal and accounting fees and expenses, SEC and
NASD filing fees and blue sky fees and expenses in any jurisdiction in which the
securities to be offered are to be registered or qualified.
Section 6.05 Transfer of Registration Rights. The registration rights of
-------------------------------
the Holders of Registrable Securities under this Article VI shall inure to the
----------
benefit of and be exercisable by any transferee of Registrable Securities.
VII. TRANSFER OF WARRANT AND WARRANT SECURITIES
Section 7.01 Transfer. Except as set forth in Section 7.02 below, the
-------- ------------
Warrant and the Warrant Securities and all rights thereunder are transferable,
in whole or in part, on the books of the Company to be maintained for such
purpose, upon surrender of such Warrant at the office of the Company maintained
for such purpose, together with a written assignment of such Warrant duly
executed by the Holder hereof or its agent or attorney and payment of funds
sufficient to pay any stock transfer taxes payable upon the making of such
transfer. Upon such surrender and payment, the Company shall execute and deliver
a new Warrant or Warrant in the name of the assignee or assignees and in the
denominations specified in such instrument of assignment, and this Warrant shall
promptly be canceled. If and when the transferred Warrant is assigned in blank,
the Company may (but shall not be obliged to) treat the bearer thereof as the
absolute owner of such Warrant for all purposes and the Company shall not be
affected by any notice to the contrary. The transferred Warrant, if properly
assigned in compliance herewith, may be exercised by an assignee for the
purchase of shares of Common Stock without having a new Warrant issued. The
Company will not close its stock transfer books against a transfer of the
Warrant or the Warrant Securities or any exercise of the Warrant. Any such
transfer or exercise tendered while such stock transfer books shall be closed
shall be deemed effective immediately prior to such closure.
12
Subject to Section 7.02 below, the Warrant may be divided or combined with
------------
other Warrant upon presentation at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new
Warrant are to be issued, signed by the Holder thereof or its agent or attorney.
Subject to compliance with this, as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new
Warrant or Warrant in exchange for the Warrant or Warrant to be divided or
combined in accordance with such notice.
The Company shall pay all expenses, taxes (other than income taxes, if any,
of the transferee) and other charges incurred by the Company in the performance
of its obligations in connection with the preparation, issue and delivery of
Warrant under this Section. The Company agrees to maintain at its aforesaid
office books for the registration and transfer of the Warrant. Notwithstanding
any provision to the contrary contained herein, the Warrant and the Warrant
Securities shall be transferable only in compliance with the provisions of the
Securities Act and applicable state securities laws in respect of the transfer
of any Warrant or any Warrant Securities.
Section 7.02 Transfer Restrictions. Neither this Warrant Agreement, the
---------------------
Warrant nor the Warrant Securities, when issued, have been registered under the
Securities Act or under the securities laws of any state. Neither this
Agreement, the Warrant nor the Warrant Securities, when issued, may be
transferred: (a) if such transfer would constitute a violation of any federal or
state securities laws or a breach of the conditions to any exemption from
registration thereunder and (b) unless and until one of the following has
occurred: (i) registration of this Agreement, the Warrant or the Warrant
Securities, as the case may be, under the Securities Act, and such registration
or qualification as may be necessary under the securities laws of any state,
have become effective, or (ii) the Holder has delivered evidence reasonably
satisfactory to the Company that such registration or qualification is not
required.
Each certificate for Warrant Securities issued upon exercise of a Warrant
and each certificate issued to a subsequent transferee, unless at the time of
exercise such Warrant Securities are registered under the Securities Act, shall
bear a legend substantially in the following form (and any additional legends
required by law) on the face thereof:
THE WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANT HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE WARRANT SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER
OR NOT FOR CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT TO THE WARRANT
SECURITIES UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE
SECURITIES LAWS OR (2) AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION.
Section 7.03 Replacement of Instruments. Upon receipt by the Company of
--------------------------
evidence
13
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any certificate or instrument evidencing any
Warrant or Warrant Securities, and (a) in the case of loss, theft or
destruction, upon receipt by the Company of indemnity reasonably satisfactory to
it (provided that, if the owner of the same is a commercial bank or an
institutional lender or investor, its own agreement of indemnity shall be deemed
to be satisfactory), or (b) in the case of mutilation, upon surrender and
cancellation thereof, the Company, at its expense, will execute, register and
deliver, in lieu thereof, a new certificate or instrument for (or covering the
purchase of) an equal number of Warrant or Warrant Securities.
VIII. MISCELLANEOUS
Section 8.01 Term. Except as otherwise expressly provided in this Agreement
----
or the Warrant, this Agreement shall expire seven (7) years after the date
hereof, provided that the Company's obligations to honor an exercise of the
Warrant given prior to such expiration or to perform any obligation continue and
survive notwithstanding the expiration of this Agreement.
Section 8.02 No Waiver Under Other Agreements. The terms and provisions
--------------------------------
contained in this Agreement are not intended and shall not be construed to
waive, modify, repeal, stay, diminish or otherwise impair or affect in any
manner whatsoever any right or remedy of Siena or the Holder(s) under the
Company's Certificate of Incorporation, By-laws or similar agreements.
Section 8.03 Reliance. Each party to this Agreement shall be entitled to
--------
rely upon any notice, consent, certificate, affidavit, statement, paper,
document, writing or other communication reasonably believed by that party to be
genuine and to have been signed, sent or made by the proper Person or Persons.
Section 8.04 Notice. All notices and other communications provided for in
------
this Agreement shall be in writing and delivered by registered or certified
mail, postage prepaid, or delivered by overnight courier (for next Business Day
delivery) or telecopied, addressed as follows, or at such other address as any
of the parties hereto may hereafter designate by notice to the other parties
given in accordance with this Section:
-------
1) if to the Company:
Easyriders, Inc.
28210 Dorothy Drive
Agoura Hills, CA 91301
Attn: J. Robert Fabregas
Telephone: (818) 889-8740
Telecopier: (818) 889-4726
2) if to Siena:
14
Siena Capital Partners, L.P.
150 South Rodeo Drive, Suite 100
Beverly Hills, California 90212
Attn: Christopher P. Shepard
Telephone: 310-246-3700
Telecopier: 310- 246-3672
With a copy of any notice to:
Nida & Maloney, LLP
800 Anacapa Street
Santa Barbara, California 93101
Attn: C. Thomas Hopkins, Esq.
Telephone: 805-568-1151
Telecopier: 805-568-1955
Any such notice or communication shall be deemed to have been duly given
on the fifth day after being so mailed, the next Business Day after delivery by
overnight courier, when received when sent by telecopy or upon receipt when
delivered personally.
Section 8.05 Enforcement. The Company acknowledges that the Holders may
-----------
proceed to exercise or enforce any right, power, privilege, remedy or interest
that they may have under this Agreement or applicable law without notice, except
as otherwise expressly provided herein, without pursuing, exhausting or
otherwise exercising or enforcing any other right, power, privilege, remedy or
interest that they may have against or in respect of any other party, or any
other Person or thing, and without regard to any act or omission of such party
or any other Person.
Section 8.06 Intentionally Omitted.
---------------------
Section 8.07 Interpretation; Headings; Severability.
--------------------------------------
(a) The parties acknowledge and agree that since each party and its
counsel have reviewed and negotiated the terms and provisions of this Agreement
and have contributed to its revision, the normal rule of construction to the
effect that any ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Agreement, and its terms and provisions
shall be construed fairly as to all parties hereto and not in favor of or
against any party, regardless of which party was generally responsible for the
preparation of this Agreement.
(b) The Section and other headings contained in this Agreement are for
reference
15
purposes only and shall not affect the meaning or interpretation of this
Agreement.
(c) In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, determination shall not impair or otherwise affect the validity, legality
or enforceability: (i) by or before that authority of the remaining terms and
provisions of this Agreement, which shall be enforced as if the unenforceable
term or provision were deleted, or (ii) by or before any other authority of any
of the terms and provisions of this Agreement.
(d) If any period of time specified in this Agreement expires on a day that
is not a Business Day, that period shall be extended to and expire on the next
succeeding Business Day.
Section 8.08 Survival of Covenants. Each of the covenants and other
---------------------
agreements of the parties contained in this Agreement shall be absolute and,
except as otherwise expressly provided, unconditional, shall survive the
execution and delivery of this Agreement and shall continue in full force and
effect until the term of this Agreement has expired, and thereafter with respect
to events occurring prior thereto.
Section 8.09 No Required Exercise. No term or provision of the Warrant or
--------------------
this Agreement is intended to require, nor shall any such term or provision be
construed as requiring, any Holder of the Warrant to exercise or put the
Warrant.
Section 8.10 Binding Effect. This Agreement shall be binding upon and
--------------
enforceable against the parties hereto and their respective successors and
assigns.
Section 8.11 No Waiver by Action. The failure or delay of a party at any
-------------------
time or times to require performance of, or to exercise its rights with respect
to, any term or provision of this Agreement (except as otherwise expressly
provided herein) shall not affect its right at a later time to enforce any such
provision.
Section 8.12 Waiver; Modification; Amendment. Each and every modification
-------------------------------
to and amendment of this Agreement shall be in writing and signed by the
Company, Siena (if at that time Siena is a Holder) and by the Holders of a
majority in interest of all issued and unissued Warrant Securities. Each and
every waiver of and consent to any departure from any term or provision hereof
(except as otherwise provided herein) shall be in writing and signed by Siena
(if at that time it is a Holder) and by the Holders of a majority in interest of
all issued and unissued Warrant Securities and by each party against whom
enforcement of the waiver or consent may be sought.
Section 8.13 Entire Agreement. This Agreement and the Warrant contain the
----------------
entire agreement of the parties and supersede all other representations,
warranties, agreements and understandings, oral or otherwise, among the parties
hereto with respect to the matters contained herein, except as otherwise
provided herein.
16
Section 8.14 No Inconsistent Agreements or Rights. The Company shall not
------------------------------------
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement.
Section 8.15 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
------------------------------------------------------------
THIS AGREEMENT, THE WARRANT AND THE WARRANT SECURITIES AND ALL AMENDMENTS,
SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO OR THERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY HEREBY IRREVOCABLY SUBMITS
ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING
IN THE STATE OF CALIFORNIA AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY
BE MADE UPON IT IN ANY LEGAL PROCEEDINGS RELATING HERETO BY ANY MEANS ALLOWED
UNDER CALIFORNIA OR FEDERAL LAW. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY
CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. THE COMPANY SHALL APPOINT AN AGENT FOR SERVICE OF PROCESS IN
CALIFORNIA AND SHALL NOTIFY SIENA OF ANY CHANGE THEREIN. THE COMPANY AND SIENA
EACH HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
THE WARRANT, THE WARRANT SECURITIES OR ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING THERETO.
[Signature page to follow.]
17
IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement
to be executed as of the day and year first above written.
SIENA:
SIENA CAPITAL PARTNERS, L.P.,
a California limited partnership
By: Charleville Capital, L.P.,
a California limited partnership,
its general partner
By: Aneis Advisors, Inc.,
a California corporation,
its general partner
By: /s/ Chris Shepard
---------------------------
Name: Chris Shepard
Title: V.P.-Secretary
THE COMPANY:
EASYRIDERS, INC.,
a Delaware corporation
By: /s/ J. Robert Fabregas
------------------------------------
Name: J. Robert Fabregas
Title: Chief Financial Officer
18
Exhibit A
to
Warrant Agreement
Warrant
-------
19
Exhibit B to Warrant Agreement
------------------------------
The following is only for example purposes
Bold figures are inputs
Example: 1000 shares are issued for $1000 on the day after the Closing
___________ OSBefore Outstanding shares of Common Stock (including Common Stock
Equivalents) before adjustment
$__________ FVBefore Fair Value (per share) before adjustment
$__________ EPBefore Exercise Price of Warrants before adjustment
___________ OWBefore Number of Warrants before adjustment
__________% Fully diluted ownership before adjustment
$__________ CR Consideration received or to be received for new shares of
Common Stock or Common Stock Equivalents
___________ OSAfter Outstanding shares of Common Stock (including Common Stock
Equivalents) after sale but before Warrant adjustment
$__________ EPAfter Exercise Price after adjustment
___________ OWAfter Number of Warrants after adjustment
__________% Fully diluted ownership after dilution
$__________ EPAfter 'lesser of (OSBefore x EPBefore) + CR
--------------------------
OSAfter
or
EPBefore x ((OSBefore x FVBefore) + CR)
---------------------------------------
OSAfter x FVBefore
___________ OWAfter' EPBefore x OWBefore/EPAfter
20
Schedule 3.5 (C)
Outstanding Options and Warrants
Date of # of Exercise Vesting Vesting Expiry
Name of Optionee Grant shares price Period % date
- ----------------------------------------------------------------------------------------------------------------------------------
Options under EZR Plan
Meagher, Ellen 9/23/98 15,000 $2.000 3 yrs beg. 1st anniv. of grant 0% 9/24/08
Jacobs, Joseph 9/23/98 15,000 $2.000 3 yrs beg. 1st anniv. of grant 0% 9/24/08
-------
9/98 Formula Grants 30,000
-------
Blakeboro, Norman 11/10/98 200 $5.000 Immediate 100% 11/10/08
Cuff, Marcus 11/10/98 100 $5.000 Immediate 100% 11/10/08
Gingerelli, Dain 11/10/98 100 $5.000 Immediate 100% 11/10/08
Halper, Mickey 11/10/98 200 $5.000 Immediate 100% 11/10/08
Mann, David 11/10/98 1,000 $5.000 Immediate 100% 11/10/08
Marsh, Regina 11/10/98 1,350 $5.000 Immediate 100% 11/10/08
Meyers, Sandy 11/10/98 1,950 $5.000 Immediate 100% 11/10/08
Miragila, Michelina 11/10/98 100 $5.000 Immediate 100% 11/10/08
Neal, Rose 11/10/98 100 $5.000 Immediate 100% 11/10/08
Reacki, Kai 11/10/98 500 $5.000 Immediate 100% 11/10/08
Robinson, Tammy 11/10/98 250 $5.000 Immediate 100% 11/10/08
Teresi, Dick 11/10/98 5,000 $5.000 Immediate 100% 11/10/08
Tinney, William 11/10/98 1,000 $5.000 Immediate 100% 11/10/08
Williamson, Mark 11/10/98 500 $5.000 Immediate 100% 11/10/08
-------
Subtotal - Consultants 12,350
-------
Bishop, Mike 11/10/98 -- $5.000 N/A 100% 11/10/08
Boyer, Wayne 11/10/98 -- $5.000 N/A 100% 11/10/08
Cabrera, Mario 11/10/98 -- $5.000 N/A 100% 11/10/08
Green, John 11/10/98 -- $5.000 N/A 100% 11/10/08
Hartman, Raiko 11/10/98 -- $5.000 N/A 100% 11/10/08
Hatcher, Leon 11/10/98 -- $5.000 N/A 100% 11/10/08
Lichter, Michael 11/10/98 -- $5.000 N/A 100% 11/10/08
Randle, Pat 11/10/98 -- $5.000 N/A 100% 11/10/08
Towle, Jon 11/10/98 -- $5.000 N/A 100% 11/10/08
Wilde, John 11/10/98 -- $5.000 N/A 100% 11/10/08
-------
Subtotal - No release signed --
-------
Blair, Milford 11/10/98 25,000 $5.000 Immediate 100% 11/10/08
Campos, David 11/10/98 500 $5.000 Immediate 100% 11/10/08
Jacobs, Joseph 11/10/98 5,000 $5.000 Immediate 100% 11/10/08
Jermyn, Beverly 11/10/98 100 $5.000 Immediate 100% 11/10/08
Kimzey, Estate 11/10/98 5,000 $5.000 Immediate 100% 11/10/08
Meagher, Ellen 11/10/98 158,700 $5.000 Immediate 100% 11/10/08
-------
Sutotal - Prior services 194,300
-------
Alabanza, Marc 11/10/98 50 $5.000 Immediate 100% 2/28/00
Altus, Linda 11/10/98 50 $5.000 Immediate 100% 2/28/00
Busman, Diana 11/10/98 650 $5.000 Immediate 100% 2/28/00
Fierro, Steven K 11/10/98 450 $5.000 Immediate 100% 2/28/00
Hotinger, Marie 11/10/98 1,800 $5.000 Immediate 100% 2/28/00
Johnson, C. Howard 11/10/98 50 $5.000 Immediate 100% 11/10/08
Kidder, Todd A. 11/10/98 450 $5.000 Immediate 100% 2/28/00
Knight, Barbara 11/10/98 50 $5.000 Immediate 100% 11/10/08
Lieberson, Donata 11/10/98 400 $5.000 Immediate 100% 2/28/00
1
Marks, Eunice 11/10/98 50 $5.000 Immediate 100% 2/28/00
Martin, Dale 11/10/98 50 $5.000 Immediate 100% 11/10/08
Mazzapica, Doug 11/10/98 500 $5.000 Immediate 100% 2/28/00
Panzica, Ignatius 11/10/98 100 $5.000 Immediate 100% 2/28/00
Roode, Uwe 11/10/98 450 $5.000 Immediate 100% 2/28/00
Rose, Sandra 11/10/98 50 $5.000 Immediate 100% 2/28/00
Sherman, Al 11/10/98 1,250 $5.000 Immediate 100% 2/28/00
Stern, Dan 11/10/98 100 $5.000 Immediate 100% 2/28/00
Sullivan, Laina L. 11/10/98 750 $5.000 Immediate 100% 2/28/00
Tucker, Alma 11/10/98 50 $5.000 Immediate 100% 11/10/08
Volk, Amy 11/10/98 400 $5.000 Immediate 100% 2/28/00
Weiss, Joel T. 11/10/98 1,050 $5.000 Immediate 100% 2/28/00
Wood, Brian 11/10/98 5,000 $5.000 Immediate 100% 2/28/00
------
Subtotal - Terminated 13,750
------
Alexander, Linda J 11/10/98 600 $5.000 Immediate 100% 11/10/08
Amore, Joseph V 11/10/98 600 $5.000 Immediate 100% 11/10/08
Andes, Greg 11/10/98 100 $5.000 Immediate 100% 11/10/08
Ball, Keith 11/10/98 5,000 $5.000 Immediate 100% 11/10/08
Bertram, Savannah 11/10/98 450 $5.000 Immediate 100% 11/10/08
Berwick, Rebecca 11/10/98 450 $5.000 Immediate 100% 11/10/08
Betlach, Jim 11/10/98 100 $5.000 Immediate 100% 11/10/08
Botts, Alison V. 11/10/98 500 $5.000 Immediate 100% 11/10/08
Bowlds, Angela 11/10/98 300 $5.000 Immediate 100% 11/10/08
Busman, Richard 11/10/98 10,000 $5.000 Immediate 100% 11/10/08
Cain, Robert 11/10/98 550 $5.000 Immediate 100% 11/10/08
Campbell, Paula 11/10/98 50 $5.000 Immediate 100% 11/10/08
Cannady, Gaea 11/10/98 50 $5.000 Immediate 100% 11/10/08
Carey, Josephine 11/10/98 350 $5.000 Immediate 100% 11/10/08
Carver, Gudrun 11/10/98 900 $5.000 Immediate 100% 11/10/08
Castile, Sheila 11/10/98 50 $5.000 Immediate 100% 11/10/08
Centeno, Benny S 11/10/98 450 $5.000 Immediate 100% 11/10/08
Chaffin, Bill 11/10/98 750 $5.000 Immediate 100% 11/10/08
Chaffin, Catherine 11/10/98 1,100 $5.000 Immediate 100% 11/10/08
Clark, Donna-Rae 11/10/98 550 $5.000 Immediate 100% 11/10/08
Conroy, Robert K. 11/10/98 450 $5.000 Immediate 100% 11/10/08
Corona, Sylvia 11/10/98 650 $5.000 Immediate 100% 11/10/08
Cranford, Thad 11/10/98 300 $5.000 Immediate 100% 11/10/08
Cunningham, Mike 11/10/98 100 $5.000 Immediate 100% 11/10/08
Daniel, Tammy D. 11/10/98 850 $5.000 Immediate 100% 11/10/08
Davis, Robert 11/10/98 5,000 $5.000 Immediate 100% 11/10/08
Deitch, Craig 11/10/98 50 $5.000 Immediate 100% 11/10/08
Durant, Michele 11/10/98 600 $5.000 Immediate 100% 11/10/08
Eberhardt, Cathy 11/10/98 1,600 $5.000 Immediate 100% 11/10/08
Emery, Carolyn 11/10/98 750 $5.000 Immediate 100% 11/10/08
Ferguson, Daniel S. 11/10/98 650 $5.000 Immediate 100% 11/10/08
Fletcher, Linda M. 11/10/98 700 $5.000 Immediate 100% 11/10/08
Franco, Cesar 11/10/98 250 $5.000 Immediate 100% 11/10/08
Garson, Paul 11/10/98 650 $5.000 Immediate 100% 11/10/08
Garza-Shand, Dora 11/10/98 650 $5.000 Immediate 100% 11/10/08
Gordon, Lisa F. 11/10/98 650 $5.000 Immediate 100% 11/10/08
Grotefend, Tracy 11/10/98 400 $5.000 Immediate 100% 11/10/08
Hassinger, Matthew 11/10/98 50 $5.000 Immediate 100% 11/10/08
2
Hurd, Laura 11/10/98 100 $5.000 Immediate 100% 11/10/08
Jay, Cindy 11/10/98 650 $5.000 Immediate 100% 11/10/08
Johnson, Karen L 11/10/98 1,550 $5.000 Immediate 100% 11/10/08
Kiemm, Susan 11/10/98 200 $5.000 Immediate 100% 11/10/08
Koberling, Emily 11/10/98 750 $5.000 Immediate 100% 11/10/08
Kress, Joseph 11/10/98 500 $5.000 Immediate 100% 11/10/08
Lamboeuf, Benoit M. 11/10/98 600 $5.000 Immediate 100% 11/10/08
Lawrence, Mark F. 11/10/98 400 $5.000 Immediate 100% 11/10/08
Lopez, Alex 11/10/98 1,500 $5.000 Immediate 100% 11/10/08
Luna, Gilbert 11/10/98 1,500 $5.000 Immediate 100% 11/10/08
Luna, Gilberto A. 11/10/98 500 $5.000 Immediate 100% 11/10/08
Maira, Christopher 11/10/98 900 $5.000 Immediate 100% 11/10/08
Martinez, Marvin 11/10/98 500 $5.000 Immediate 100% 11/10/08
Marzella, Rich 11/10/98 100 $5.000 Immediate 100% 11/10/08
McCarthy, Michelle 11/10/98 400 $5.000 Immediate 100% 11/10/08
McCool, Scott A. 11/10/98 400 $5.000 Immediate 100% 11/10/08
Merton, Dave 11/10/98 1,000 $5.000 Immediate 100% 11/10/08
Mileski, Stanley 11/10/98 400 $5.000 Immediate 100% 11/10/08
Miley, Ed 11/10/98 450 $5.000 Immediate 100% 11/10/08
Morgan, Carin Jane 11/10/98 1,000 $5.000 Immediate 100% 11/10/08
Murillo, Arjelia 11/10/98 1,000 $5.000 Immediate 100% 11/10/08
Nichols, Dave 11/10/98 1,600 $5.000 Immediate 100% 11/10/08
Nielsen, John K. 11/10/98 600 $5.000 Immediate 100% 11/10/08
Nielsen, Sandra 11/10/98 950 $5.000 Immediate 100% 11/10/08
Orr, Fred 11/10/98 50 $5.000 Immediate 100% 11/10/08
Osborn, Michael, W. 11/10/98 650 $5.000 Immediate 100% 11/10/08
Padulla, Melissa 11/10/98 350 $5.000 Immediate 100% 11/10/08
Parr, Jason J. 11/10/98 400 $5.000 Immediate 100% 11/10/08
Pease, James K. 11/10/98 400 $5.000 Immediate 100% 11/10/08
Pedicini, Lisa 11/10/98 1,050 $5.000 Immediate 100% 11/10/08
Peterson, Kim 11/10/98 1,600 $5.000 Immediate 100% 11/10/08
Petty, Isobel 11/10/98 1,800 $5.000 Immediate 100% 11/10/08
Pfeiffer, Grady 11/10/98 100 $5.000 Immediate 100% 11/10/08
Pietro, Sandra 11/10/98 600 $5.000 Immediate 100% 11/10/08
Pinchot, Katherine 11/10/98 450 $5.000 Immediate 100% 11/10/08
Polito, Fred 11/10/98 250 $5.000 Immediate 100% 11/10/08
Polito, Pam 11/10/98 850 $5.000 Immediate 100% 11/10/08
Richman, Michelle 11/10/98 50 $5.000 Immediate 100% 11/10/08
Rivers, Randi L. 11/10/98 550 $5.000 Immediate 100% 11/10/08
Roben, Kari 11/10/98 700 $5.000 Immediate 100% 11/10/08
Robinson, Dana 11/10/98 650 $5.000 Immediate 100% 11/10/08
Rose, George E. 11/10/98 1,450 $5.000 Immediate 100% 11/10/08
Saffire, Chris 11/10/98 1,200 $5.000 Immediate 100% 11/10/08
Shawler, Dean 11/10/98 1,000 $5.000 Immediate 100% 11/10/08
Shiigi, David Y. 11/10/98 450 $5.000 Immediate 100% 11/10/08
Shore, Donald 11/10/98 800 $5.000 Immediate 100% 11/10/08
Slatzer, Michael 11/10/98 50 $5.000 Immediate 100% 11/10/08
Slifka, Michael 11/10/98 100 $5.000 Immediate 100% 11/10/08
Smulson, Leslie 11/10/98 250 $5.000 Immediate 100% 11/10/08
Stich, Catherine 11/10/98 600 $5.000 Immediate 100% 11/10/08
Terry, Betty J. 11/10/98 500 $5.000 Immediate 100% 11/10/08
Thornbury, Bill J 11/10/98 1,300 $5.000 Immediate 100% 11/10/08
3
Trier, Nancy M. 11/10/98 450 $5.000 Immediate 100% 11/10/08
Tschasar, Sharon 11/10/98 750 $5.000 Immediate 100% 11/10/08
Waddell, Gerald 11/10/98 50 $5.000 Immediate 100% 11/10/08
Walden, Melissa J. 11/10/98 400 $5.000 Immediate 100% 11/10/08
Weinglass, Michael 11/10/98 1,150 $5.000 Immediate 100% 11/10/08
Werner, Steven 11/10/98 700 $5.000 Immediate 100% 11/10/08
Whitehouse, Bevi 11/10/98 1,200 $5.000 Immediate 100% 11/10/08
Williams, Sandy L. 11/10/98 450 $5.000 Immediate 100% 11/10/08
Wollerman, Bobbi 11/10/98 600 $5.000 Immediate 100% 11/10/08
Wood, Jessica 11/10/98 250 $5.000 Immediate 100% 11/10/08
Worley, Lynn C. 11/10/98 600 $5.000 Immediate 100% 11/10/08
---------
Subtotal - Current employees 79,600
---------
Teresi 9/98 list 300,000
---------
Smith, James Gaylon 12/23/98 25,000 $2.250 12,500 12/1/99; 12,500 12/1/00 0% 11/23/03
Fabregas, J. Robert 1/4/99 75,000 $2.063 3 yrs beg. w/12/31/99 0% 1/4/09
Prather, William E. 3/18/99 750,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Teresi, Joseph 3/18/99 500,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
---------
Executive grant 3/99 1,250,000
---------
Blakeboro, Norman 3/18/99 200 $1.750 Immediate 100% 3/18/09
Cuff, Marcus 3/18/99 100 $1.750 Immediate 100% 3/18/09
Gingerelli, Dain 3/18/99 100 $1.750 Immediate 100% 3/18/09
Halper, Mickey 3/18/99 200 $1.750 Immediate 100% 3/18/09
Mann, David 3/18/99 1,000 $1.750 Immediate 100% 3/18/09
Meyers, Sandy 3/18/99 3,900 $1.750 Immediate 100% 3/18/09
Miragila, Michelina 3/18/99 100 $1.750 Immediate 100% 3/18/09
Neal, Rose 3/18/99 100 $1.750 Immediate 100% 3/18/09
Reacke, Kai 3/18/99 500 $1.750 Immediate 100% 3/18/09
Robinson, Tammy 3/18/99 250 $1.750 Immediate 100% 3/18/09
Teresi, Dick 3/18/99 5,000 $1.750 Immediate 100% 3/18/09
Tinney, William 3/18/99 1,000 $1.750 Immediate 100% 3/18/09
Williamson, Mark 3/18/99 500 $1.750 Immediate 100% 3/18/09
---------
Subtotal - Consultants 12,950
---------
Blair, Milford 3/18/99 25,000 $1.750 Immediate 100% 3/18/09
Campos, David 3/18/99 500 $1.750 Immediate 100% 3/18/09
Jacobs, Joseph 3/18/99 5,000 $1.750 Immediate 100% 3/18/09
Jermyn, Beverly 3/18/99 100 $1.750 Immediate 100% 3/18/09
Meagher, Ellen 3/18/99 60,250 $1.750 Immediate 100% 3/18/09
---------
Subtotal - Prior services 90,850
---------
Fierro, Steven K 3/18/99 450 $1.750 Immediate 100% 2/28/00
Knight, Barbara 3/18/99 50 $1.750 Immediate 100% 3/18/09
Lieberson, Donata 3/18/99 400 $1.750 Immediate 100% 2/28/00
Mazzapica, Doug 3/18/99 500 $1.750 Immediate 100% 2/28/00
Roode, Uwe 3/18/99 450 $1.750 Immediate 100% 2/28/00
Rose, Sandra 3/18/99 50 $1.750 Immediate 100% 2/28/00
Sullivan, Laina L. 3/18/99 750 $1.750 Immediate 100% 2/28/00
Wood, Brian 3/18/99 10,000 $1.750 Immediate 100% 2/28/00
---------
Subtotal - Terminated 12,650
---------
Alexander, Linda J. 3/18/99 600 $1.750 Immediate 100% 3/18/09
4
Amore, Joseph V. 3/18/99 600 $1.750 Immediate 100% 3/18/09
Bertram, Savannah 3/18/99 450 $1.750 Immediate 100% 3/18/09
Berwick, Rebrecca 3/18/99 450 $1.750 Immediate 100% 3/18/09
Betlach, Jim 3/18/99 1,000 $1.750 Immediate 100% 3/18/09
Botts, Alison V. 3/18/99 500 $1.750 Immediate 100% 3/18/09
Bowlds, Angela 3/18/99 300 $1.750 Immediate 100% 3/18/09
Cain, Robert 3/18/99 550 $1.750 Immediate 100% 3/18/09
Campbell, Paula 3/18/99 50 $1.750 Immediate 100% 3/18/09
Cannady, Gaea 3/18/99 50 $1.750 Immediate 100% 3/18/09
Carey, Josephine 3/18/99 350 $1.750 Immediate 100% 3/18/09
Carver, Gudrun 3/18/99 900 $1.750 Immediate 100% 3/18/09
Castile, Sheila 3/18/99 50 $1.750 Immediate 100% 3/18/09
Centeno, Benny S. 3/18/99 450 $1.750 Immediate 100% 3/18/09
Chaffin, Bill 3/18/99 750 $1.750 Immediate 100% 3/18/09
Chaffin, Catherine 3/18/99 2,200 $1.750 Immediate 100% 3/18/09
Clark, Donna-Rae 3/18/99 550 $1.750 Immediate 100% 3/18/09
Conroy, Roberta K. 3/18/99 450 $1.750 Immediate 100% 3/18/09
Corona, Sylvia 3/18/99 650 $1.750 Immediate 100% 3/18/09
Cranford, Thad 3/18/99 300 $1.750 Immediate 100% 3/18/09
Cunningham, Mike 3/18/99 1,000 $1.750 Immediate 100% 3/18/09
Daniel, Tammy D. 3/18/99 850 $1.750 Immediate 100% 3/18/09
Deitch, Craig 3/18/99 50 $1.750 Immediate 100% 3/18/09
Durant, Michele 3/18/99 600 $1.750 Immediate 100% 3/18/09
Emery, Carolyn 3/18/99 1,500 $1.750 Immediate 100% 3/18/09
Ferguson, Daniel S. 3/18/99 650 $1.750 Immediate 100% 3/18/09
Fletcher, Linda M. 3/18/99 700 $1.750 Immediate 100% 3/18/09
Franco, Cesar 3/18/99 250 $1.750 Immediate 100% 3/18/09
Garson, Paul 3/18/99 650 $1.750 Immediate 100% 3/18/09
Gordon, Lisa F. 3/18/99 1,300 $1.750 Immediate 100% 3/18/09
Grotefend, Tracy 3/18/99 400 $1.750 Immediate 100% 3/18/09
Hassinger, Matthew 3/18/99 50 $1.750 Immediate 100% 3/18/09
Jay, Cindy 3/18/99 650 $1.750 Immediate 100% 3/18/09
Klemm, Susan 3/18/99 200 $1.750 Immediate 100% 3/18/09
Koberling, Emily 3/18/99 750 $1.750 Immediate 100% 3/18/09
Kress, Joseph 3/18/99 500 $1.750 Immediate 100% 3/18/09
Lamboeuf, Benoit M. 3/18/99 600 $1.750 Immediate 100% 3/18/09
Lawrence, Mark F. 3/18/99 400 $1.750 Immediate 100% 3/18/09
Lopez, Alex 3/18/99 1,500 $1.750 Immediate 100% 3/18/09
Luna, Gilberto A. 3/18/99 500 $1.750 Immediate 100% 3/18/09
Maira, Christopher 3/18/99 1,800 $1.750 Immediate 100% 3/18/09
Martinez, Marvin 3/18/99 500 $1.750 Immediate 100% 3/18/09
McCarthy, Michelle 3/18/99 400 $1.750 Immediate 100% 3/18/09
McCool, Scott A. 3/18/99 400 $1.750 Immediate 100% 3/18/09
Merton, Dave 3/18/99 1,000 $1.750 Immediate 100% 3/18/09
Mileski, Stanley 3/18/99 400 $1.750 Immediate 100% 3/18/09
Miley, Ed 3/18/99 450 $1.750 Immediate 100% 3/18/09
Morgan, Carin Jane 3/18/99 2,000 $1.750 Immediate 100% 3/18/09
Murillo, Arjelia 3/18/99 1,000 $1.750 Immediate 100% 3/18/09
Nielsen, John K. 3/18/99 600 $1.750 Immediate 100% 3/18/09
Nilsen, Sandra 3/18/99 950 $1.750 Immediate 100% 3/18/09
Orr, Fred 3/18/99 50 $1.750 Immediate 100% 3/18/09
Osborn, Michael W. 3/18/99 650 $1.750 Immediate 100% 3/18/09
5
Padulla, Melissa 3/18/99 350 $1.750 immediate 100% 3/18/09
Parr, Jason J. 3/18/99 400 $1.750 immediate 100% 3/18/09
Pease, James K. 3/18/99 400 $1.750 immediate 100% 3/18/09
Pedicini, Lisa 3/18/99 1,050 $1.750 immediate 100% 3/18/09
Peterson, Kim 3/18/99 1,600 $1.750 immediate 100% 3/18/09
Petty, Isobel 3/18/99 1,800 $1.750 immediate 100% 3/18/09
Pietro, Sandra 3/18/99 600 $1.750 immediate 100% 3/18/09
Pinchot, Katherine 3/18/99 450 $1.750 immediate 100% 3/18/09
Polito, Fred 3/18/99 250 $1.750 immediate 100% 3/18/09
Polito, Pam 3/18/99 850 $1.750 immediate 100% 3/18/09
Richman, Michelle 3/18/99 50 $1.750 immediate 100% 3/18/09
Rivers, Randi L. 3/18/99 550 $1.750 immediate 100% 3/18/09
Roben, Kari 3/18/99 700 $1.750 immediate 100% 3/18/09
Robinson, Dana 3/18/99 650 $1.750 immediate 100% 3/18/09
Rose, George E. 3/18/99 1,450 $1.750 immediate 100% 3/18/09
Saffire, Chris 3/18/99 2,400 $1.750 immediate 100% 3/18/09
Shawler, Dean 3/18/99 1,000 $1.750 immediate 100% 3/18/09
Shiigi, David Y. 3/18/99 450 $1.750 immediate 100% 3/18/09
Shore, Donald 3/18/99 800 $1.750 immediate 100% 3/18/09
Slatzer, Michael 3/18/99 50 $1.750 immediate 100% 3/18/09
Slifka, Michael 3/18/99 100 $1.750 immediate 100% 3/18/09
Smulson, Leslie 3/18/99 250 $1.750 immediate 100% 3/18/09
Stich, Catherine 3/18/99 600 $1.750 immediate 100% 3/18/09
Terry, Betty J. 3/18/99 500 $1.750 immediate 100% 3/18/09
Thornbury, Bill J. 3/18/99 1,300 $1.750 immediate 100% 3/18/09
Trier, Nancy M. 3/18/99 450 $1.750 immediate 100% 3/18/09
Tschasar, Sharon 3/18/99 750 $1.750 immediate 100% 3/18/09
Waddell, Gerald 3/18/99 50 $1.750 immediate 100% 3/18/09
Walden, Melissa J. 3/18/99 400 $1.750 immediate 100% 3/18/09
Werner, Steven 3/18/99 700 $1.750 immediate 100% 3/18/09
Whitehouse, Bevi 3/18/99 1,200 $1.750 immediate 100% 3/18/09
Williams, Sandy L. 3/18/99 450 $1.750 immediate 100% 3/18/09
Wollerman, Bobbi 3/18/99 600 $1.750 immediate 100% 3/18/09
Wood, Jessica 3/18/99 250 $1.750 immediate 100% 3/18/09
Worley, Lynch C. 3/18/99 600 $1.750 immediate 100% 3/18/09
-----------
btotal - Current employees 58,550
-----------
Teresi 3/99 list 175,000
-----------
Ball, Keith 3/18/99 30,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Pfeiffer, Grady 3/18/99 15,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
David, Robert A. 3/18/99 30,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Busman, Rick 3/18/99 12,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Nichols, Dave 3/18/99 15,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Luna, Gil 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Gibson, Cathy 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Garza-Shand, Dee Dee 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Andes, Greg 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Boyer, Wayne 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Marzella, Rich 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Weinglass, Michael 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Hurd, Laura 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Johnson, Karen 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
6
Marsh, Regina 3/18/99 9,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Berger, Steve 3/18/99 15,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Holt, Craig 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Quigley, Dan 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Pickard, Randi 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Bauman, Andrew 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Mower, Connie 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Guillian, Juan 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Vensor, Richard 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Whittle, Joe 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Hutteman, Beau 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
Grapevine, Kathy 3/18/99 2,000 $1.750 3 yrs beg. 1st anniv. of grant 0% 3/18/09
-----------
Prather 3/99 list 227,000
-----------
Meagher, Ellen 4/16/99 15,000 $1.625 3 yrs beg. 1st anniv. of grant 0% 4/16/09
Jacobs, Joseph 4/16/99 15,000 $1.625 3 yrs beg. 1st anniv. of grant 0% 4/16/09
Knyal, Wayne L. 4/16/99 15,000 $1.625 3 yrs beg. 1st anniv. of grant 0% 4/16/09
Gallery, Daniel 4/16/99 15,000 $1.625 3 yrs beg. 1st anniv. of grant 0% 4/16/09
-----------
4/99 Formula Grants 60,000
-----------
-----------
Total Options Granted 2,142,000
under EZR Plan -----------
Options under Newriders Plan
Investors 2/14/97 125,000 $5.00 Immediate 100% 2/14/07
Keating 2/14/97 50,000 $5.00 Immediate 100% 2/14/07
Gallery, Daniel 7/16/97 15,000 $5.00 3 yrs beg. 1st anniv. of grant 33% 7/16/07
Knyal, Wayne 7/16/97 15,000 $5.00 3 yrs beg. 1st anniv. of grant 33% 7/16/07
Allen 10/10/97 5,000 $5.00 Immediate 100% 10/10/07
Barisic 10/10/97 5,000 $5.00 Immediate 100% 10/10/07
Sugars 10/10/97 2,500 $5.00 Immediate 100% 10/10/07
Wilhelm 10/10/97 5,000 $5.00 Immediate 100% 10/10/07
Mantooth 11/1/97 25,000 $5.00 Immediate 100% 11/1/07
Paine 11/1/97 5,000 $5.00 Immediate 100% 11/1/07
Sugars 11/1/97 25,000 $5.00 Immediate 100% 11/1/07
Hatch, Leon 12/1/97 10,000 $5.00 Immediate 100% 12/1/07
Polston 12/1/97 500 $6.00 Immediate 100% 12/1/07
Alvares 1/1/98 1,000 $6.00 Immediate 100% 1/1/08
Dillon 1/1/98 25,000 $5.00 Immediate 100% 1/1/08
Frasher 1/1/98 2,500 $6.00 Immediate 100% 1/1/08
Grapevine, Kathy 1/1/98 1,500 $6.00 Immediate 100% 1/1/08
Mower 1/1/98 2,500 $6.00 Immediate 100% 1/1/08
Picard 1/1/98 2,500 $6.00 Immediate 100% 1/1/08
Quigley 1/1/98 2,500 $6.00 Immediate 100% 1/1/08
Valverde 1/1/98 2,500 $6.00 Immediate 100% 1/1/08
Minno, Maurice 3/12/98 25,000 $6.00 Vest fully 3/12/99 100% 3/12/00
Knyal, Wayne 4/1/98 15,000 $2.84 3 yrs beg. 1st anniv. of grant 33% 4/1/08
Gallery, Daniel 4/1/98 15,000 $2.84 3 yrs beg. 1st anniv. of grant 33% 4/1/08
-----------
Total Options Granted 383,000
under NWR Plan -----------
7
Warrants
Martin 04/01/97 125,000 8.00 Immediate 10
Nordstrom 04/01/97 125,000 8.00 Immediate 10
Offshore 05/28/97 3,087 8.10 Immediate 10
Offshore 06/27/97 4,487 7.80 Immediate 10
Bermuda 12/11/97 13,072 7.65 Immediate 10
Imperial 03/17/98 54,000 3.00 Immediate 10
Avalon 03/17/98 27,000 3.00 Immediate 10
Wooster 03/17/98 9,000 3.00 Immediate 10
Silenus 05/11/98 12,500 5.64 Immediate 10
Knyal 06/11/98 12,500 5.96 Immediate 10
------------------
Total as Newriders 385,646
------------------
Nomura 09/23/98 355,920 1.63 Immediate 7
Imperial 09/23/98 592,184 1.75 Immediate 7
------------------
Total as Easyriders 948,104
------------------
Total Warrants 1,333,750
------------------
Total Options and Warrants O/S 3,858,750
==================
8
Schedule 3.5(f)
No demand registration rights outstanding.