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EXHIBIT 10.1
THIS WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING ANY
PUBLIC OFFERING AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY STATE. NEITHER THIS
WARRANT NOR SUCH SECURITIES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT, THE LAWS OF ANY
APPLICABLE STATE, THE PROVISIONS OF THIS WARRANT, OR THE RECEIPT BY THE
ISSUER OF AN OPINION OF COUNSEL, WHICH SHALL BE REASONABLY SATISFACTORY TO
THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
JUNE 3, 1999
SECURITIES PURCHASE WARRANT
to Subscribe for and Purchase Common Stock
of
HIGH SPEED ACCESS CORP.
Void If Not Exercised During The Exercise Period Described Herein
Warrant No. R-_____
1. Grant of Warrant; Conditional Exercise. THIS CERTIFIES that, for
value received, CLASSIC CABLE, INC., a Delaware corporation, or its permitted
assigns (the "Holder"), is entitled, subject to the terms and conditions
hereinafter set forth, to earn on or prior to December 31, 2003, and purchase
from High Speed Access Corp., a Delaware corporation (hereinafter called the
"Company"), during the Exercise Period, not more than Six Hundred Thousand
(600,000), fully paid, nonassessable shares of Common Stock, $0.01 par value, of
the Company (the "Maximum Number of Warrant Shares") at the price equal to the
Exercise Price (defined below). This Securities Purchase Warrant ("Warrant") is
issued pursuant to the terms and conditions of, and is qualified by and subject
to, Sections 1.14, 2.1 and 5 of a certain Systems Access Agreement (defined
below), which is incorporated herein by reference. This Warrant may not be
exercised unless accompanied by a signed Subscription Form in the form attached
hereto as Exhibit A.
2. Definitions. Unless otherwise defined herein, as used in this
Securities Purchase Warrant, the following terms shall have the meanings
ascribed to them as follows:
(a) "Affiliate" means, with respect to the Holder, any entity or
person controlled, directly or indirectly, by Classic Communications, Inc. (the
"Operator"). As used in the foregoing sentence, "controlled" means (i) with
respect to any entity, the ability to exercise voting power with respect to at
least 50% of the outstanding voting securities of such entity.
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(b) "Attainment Measures" shall have the meaning given to it in
Section 2.3 of the System Access Agreement.
(c) "Cable System" shall have the meaning given it in Section 1.2 of
the Systems Access Agreement.
(d) "Common Stock" means the shares of common stock of $.01 par
value that the Company is authorized to issue in accordance with its Amended
Certificate of Incorporation, and all securities into which such Common Stock is
exchanged or converted.
(e) "Company" means High Speed Access Corp., a Delaware corporation,
or such successor company as may result from any merger or other business
combination or reorganization of High Speed Access Corp.
(f) "Committed System" shall have the meaning given it in Section
1.3 of the Systems Access Agreement.
(g) "Effective Date" means the earlier of 180 days from the date the
Attainment Measures have been met by Holder or the date of Full HSAC Services
Rollout/Partial HSAC Services (as defined in the System Access Agreement) which
shall cause Warrant Shares to become automatically issuable in accordance with
the provisions hereof and the Systems Access Agreement, and which shall in no
event be later than December 31, 2003.
(h) "Exercise Period" means, with respect to any Warrant Share,
subject to any extension or extensions of the period pursuant to Section 7(c),
the period beginning on the Effective Date of this the applicable Warrant Share
and ending three (3) years from the applicable Warrant Share Effective Date.
(i) "Exercise Price" means Thirteen Dollars ($13.00) per Warrant
Share (adjusted if appropriate pursuant to Sections 6 or 7).
(j) "Holder" means Classic Cable, Inc., a Delaware corporation, or
any other Person to whom this Warrant is transferred in accordance with Section
5 hereof.
(k) "Homes Passed" shall have the meaning given it in Section 1.11
of the Systems Access Agreement.
(l) "Network Services Agreement" means the Network Services
Agreement dated June 3, 1999, between the Company and Classic Cable, Inc.
(m) "Office" means the Company's office at 4100 East Mississippi
Ave., Denver, CO 802221000 W. Ormsby Ave, Suite 210, Louisville, KY 40210,
[John, or such other office as the Company may designate by written notice to
the Holder.
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(n) "Person" means any person, firm, Company, or other entity.
(o) "Receipt" means a written receipt, deliverable by the Company to
the Holder pursuant to Section 4, (a) acknowledging the Company's receipt of the
Exercise Price and the Holder's timely and proper exercise of this Warrant, and
(b) obligating the Company to issue a Stock Certificate to the Holder within 30
working days after this Warrant's surrender to the Company.
(p) [Left Intentionally Blank]
(q) "Secretary" means John G. Hundley or his duly elected and
qualified successor as the Company's Secretary, or any duly elected and
qualified Assistant Secretary of the Company.
(r) "Securities Laws" means the Securities Act of 1933, as amended,
or the securities laws of any state, or any similar successor federal or state
statutes and rules and regulations thereunder, all as the same shall be in
effect from time to time.
(s) "Stock Certificate" means an appropriate certificate issued in
the Holder's name representing the Subscribed Shares.
(t) "Subscribed Shares" means, collectively, the number of whole
Warrant Shares that the Holder designates on the Subscription Form as Warrant
Shares that the Holder wishes to purchase upon this Warrant's surrender to the
Company, which shall not exceed 600,000 shares of Common Stock (adjusted, if
appropriate, pursuant to Sections 6).
(u) "Subscription Form" means the subscription form attached as
Exhibit A to this Warrant.
(v) "Systems Access Agreement" means a certain Systems Access
Agreement dated June 3, 1999, between the Company and Classic Cable, Inc.
(w) "Warrant" means this Securities Purchase Warrant.
(x) "Warrant Period" means the period beginning on the date hereof
and ending on the last date of the Exercise Period.
(y) "Warrant Shares" means, collectively, the minimum and maximum
number of shares of Common Stock that this Warrant entitles the Holder to
subscribe for and receive upon the Holder's exercise of this Warrant in
accordance with Section 3, or, as appropriate if the context requires, these
same shares of Common Stock as they may be issued and outstanding in the hands
of the Holder after exercise of this Warrant.
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3. Exercise of Warrant.
(a) This Warrant entitles the Holder to earn, from time-to-time and
upon the terms and conditions set forth in this Warrant but in no event later
than the Effective Date, and purchase during the Exercise Period, Subscribed
Shares in any amount equal to the number of Homes Passed (but not more than
600,000) in Cable Systems which the Operator has designated as Committed Systems
(on a one (1) Warrant Share per each Home Passed basis or one (1) Warrant Share
per every three (3) Home Passed basis, as the case may be), in accordance with
Section 5.1 of the Systems Access Agreement; provided that:
(1) the number of Subscribed Shares issuable under
this Warrant, to the extent of the Committed Systems designated under
Sections 2.1, and 2.2 and 2.3 of the Systems Access Agreement, will be
cancelled and deemed forfeited by Holder (or its permitted transferee)
in the event any Operator withdraws a Committed Systems under the
Network Agreement for any reason other than pursuant to Section 13 of
the Network Services Agreement, except to the extent Holder or such
Operator replaces the Homes Passed in such withdrawn Committed System
with Homes Passed in another Committed System(s)or additional Committed
Systems on 60-month terms, and provided, that six (6) months following
the date the Attainment Measures have been met by Holder, or six (6)
months following the date Operator withdraws, swaps or sells any
Committed Systems that are not replaced with Committed Systems with an
equal or greater number of homes passed, and again on December 31, 2003
(and at any time thereafter when there are withdrawals, additions or
replacements of Committed Systems), the parties shall effect a
reconciliation of the total number of Homes Passed in the Committed
System under the Systems Access Agreement, and the number of Warrant
Shares. If such reconciliation reveals that the total number of Homes
Passed in a Committed System under the Systems Access Agreement is
different than the total number of all outstanding Warrant Shares
Holder earned related to a Committed System, then the number of Warrant
Shares for that Committed System issuable hereunder will be adjusted
upward or downward, as the case may be. If the number of unexercised
Warrants then held by Holder is insufficient to cover any shortfall,
then Holder (or its permitted transferee) shall return to HSAC a number
of Warrant Shares necessary to meet such shortfall, net of the exercise
price.
(2) at no time may the number of such Subscribed
Shares/Warrant Shares exceed, in the aggregate, the Maximum Number of
Warrant Shares.
(b) To exercise this Warrant an authorized officer of Holder (or its
permitted transferee) shall, during the Exercise Period, on the day the Holder
wishes to exercise this Warrant (the "Exercise Date"):
(1) Complete and certify the Subscription Form by
designating the number of Subscribed Shares to which the Holder (or
such permitted transferee) is entitled to exercise and wishes to
exercise pursuant to such Subscription Form and Section 1 hereof (which
may be less than or equal to the Maximum Number of Warrant Shares);
(2) Surrender this Warrant to the Secretary at the
Company's Office, and
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(3) Upon the surrender of this Warrant to the
Secretary, deliver to the Secretary at the Company's Office a certified
or cashier's check payable to the Company's order in an amount equal to
(i) the number of Subscribed Shares, times (ii) the Exercise Price.
In the event the Company has completed a Qualified Public Offering, the Holder
may at its option, in lieu of tendering a certified or cashier's check as
provided in subparagraph (3) above, exercise this Warrant by submitting, during
normal business hours, a duly executed exercise notice marked to reflect "Net
Issue Exercise," and specifying the number of shares of Warrant Shares to be
exercised. Upon a Net Issue Exercise, Holder shall be entitled to receive
Warrant Shares equal to the value of this Warrant (or the portion thereof being
exercised by Net Issue Exercise) by surrender of this Warrant to the Company
together with notice of such election, in which event the Company shall issue to
Holder a number of shares of the Company's Common Stock computed as of the date
of surrender of this Warrant to the Company using the following formula:
X = Y x (A-B)
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A
Where X = the number of Warrant Shares to be issued to Holder;
Y = the number of Warrant Shares purchasable under this
Warrant (at the date of such calculation).
A = the Current Market Price of one share of the
Company's Common Stock (at the date of such
calculation);
B = the Exercise Price (as adjusted to the date of such
calculation).
As used above, "Current Market Price" means, if the Company's Common Stock is
traded on a national securities exchange, the NASDAQ National Market System or
the over-the-counter market, the average of the last reported price over the
five (5) trading days immediately preceding the date of valuation at which the
Common Stock has traded on such national securities exchange, the NASDAQ
National Market System or the average of the bid and asked prices on the
over-the-counter market on the date of valuation.
(c) Notwithstanding any delay in the actual issuance of a Stock
Certificate or Receipt pursuant to Section 4 hereof, the Warrant Shares shall be
deemed issued for all purposes as of the opening of business on the Warrant
Effective Date (as defined in Section 5.1 of the Systems Access
Agreement)Exercise Date subject to the provisions of Section 6.1.3 of the
Systems Access Agreement and the Holder shall for all purposes be deemed to be
the holder of record of the Subscribed Shares to which the Receipt or the Stock
Certificate pertains.
4. Issuance of Certificate for Subscribed Shares. Upon the Holder's
exercise of this Warrant in accordance with Section 3, the Company shall deliver
to the Holder:
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(a) If the Subscribed Shares constitutes the Maximum Number of
Warrant Shares (and as the Company chooses), either (1) a Stock Certificate, or
(2) a Receipt.
(b) If the Subscribed Shares constitute less than the Maximum Number
of Warrant Shares (and as the Company chooses), either
(1) (i) a Stock Certificate, together with (ii) a new
Securities Purchase Warrant, containing the same terms and conditions
as this Warrant, evidencing the Holder's continued right to subscribe
(during the Exercise Period) for the remainder of the Maximum Number of
Warrant Shares; or
(2) (i) a Receipt, together with (ii) a new
Securities Purchase Warrant, containing the same terms and conditions
as this Warrant, evidencing the Holder's continued right to subscribe
(during the Exercise Period) for the remainder of the Maximum Number of
Warrant Shares.
5. Transfer of Warrant.
(a) This Warrant shall be registered on the books of the Company,
which shall be kept at its Office for that purpose, and shall be transferable in
whole or in part but only on such books, by the Holder (or Holder's duly
authorized representative) in person or by duly authorized attorney
substantially in the form of Exhibit B hereof, and only in compliance with
paragraph (b) below. The Company may issue appropriate stop orders to its
Secretary or transfer agent to prevent a transfer in violation of this Section 5
and Section 7.
(b) The Holder may transfer this Warrant during the Warrant Period
by completing and signing the transfer form (the "Transfer Form") in the form of
transfer form attached as Exhibit B to this Warrant; provided, however, that
without the prior written consent of the Company, this Warrant and all rights
hereunder may be transferred only (i) to an Affiliate, or (ii) in accordance
with the requirements of Section 7 hereof and pursuant to the registration of
this Warrant or the Warrant Shares under the Securities Laws (except as
otherwise limited by any applicable shareholders buy-sell, registration rights,
or voting agreements binding upon the Holder) or subsequent to any applicable
holding period an exemption under Rule 144 or other exemption from such
registration. If at least fifteen (15) working days before the end of the
Exercise Period the Holder completes and signs the Transfer Form and surrenders
this Warrant to the Secretary at the Company's Office, the Company shall, within
ten (10) working days after this Warrant's surrender, issue to the transferee or
transferees identified on the completed Transfer Form one or more new Securities
Purchase Warrants (containing the same terms and conditions as this Warrant)
evidencing the transferee's or transferees' right or rights to subscribe (during
the Exercise Period) for all or part of the Warrant Shares.
6. Adjustments. The Exercise Price and the number of Warrant Shares
purchasable hereunder are subject to adjustment from and after the Effective
Date as follows:
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(a) Reclassification, etc. If the Company, at any time while this
Warrant, or any portion thereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 6. In no event shall such
reclassification result in a diminishment for Holder's rights and privileges as
a shareholder in the Company.
(b) Split, Subdivision or Combination of Shares. If the Company, at
any time while this Warrant, or any portion thereof, remains outstanding and
unexpired, shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, then (i) in the case of a split or subdivision, the Exercise Price
for such securities shall be proportionately decreased and the securities
issuable upon exercise of this Warrant shall be proportionately increased, and
(ii) in the case of a combination, the Exercise Price for such securities shall
be proportionately increased and the securities issuable upon exercise of this
Warrant shall be proportionately decreased.
(c) Adjustments for Dividends in Stock or Other Securities or
Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Warrant shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this
Warrant, and without payment of any additional consideration therefor, the
amount of such other or additional stock or other securities or property (other
than cash) of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the security receivable upon
exercise of this Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available by it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 6.
(d) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 6, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.
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(e) No Impairment. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 6 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holders of this Warrant against impairment.
(f) Fractional Shares. No fractional shares or scrip representing
fractional Common Shares shall be issued upon the exercise hereof. Upon exercise
by any Holder, such Holder shall be entitled to receive the aggregate full
number of Common Shares in which all the Warrant Shares being subscribed for by
such Holder may exercise and in lieu of any fractional share to which such
Holder would otherwise be entitled, an amount equal to such fractional share
multiplied by the then fair market value (as hereafter defined) of Common Shares
shall be paid by the Company in cash to such holder.
(g) Validity of Shares; Reservation of Shares. All Common Shares
which may be issued upon exercise of this Warrant will, upon issuance, be
legally and validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issue thereof. The Company shall at
all applicable times reserve for issuance the Maximum Number of Shares.
(h) Fair Market Value. For the purposes of this Section 6, if the
Company's Common Shares shall be regularly traded in any market, its "fair
market value" shall be based on (i) if the Common Shares are listed on a
national stock exchange, the closing price on the principal stock exchange where
the Common Shares are listed and traded, or if there is no trading on a given
day, the mean between the closing bid and asked prices on such day on said
exchange, or (ii) if the Common Shares are not so listed, the mean between the
closing bid and asked prices on the over-the-counter market as furnished by a
national quotation service or the principal broker making a market; and in each
case the daily values so obtained shall be averaged over a period of ten (10)
consecutive trading days immediately prior to the date of the determination and
the average so obtained shall be deemed to be the "fair market value" of the
Common Shares hereunder. If the Common Shares are not regularly traded in any
market, its "fair market value" may be currently determined by the Board of
Directors of the Company for the purpose of any transaction hereunder, and such
determination shall be final and binding upon the Holders if it is made in good
faith and with due care.
7. Sale of Warrant or Warrant Shares. Neither this Warrant nor the
Warrant Shares have been registered under the Securities Act of 1933, as
amended, or under the securities laws of any state. Neither this Warrant nor the
Warrant Shares may be sold, transferred, pledged, or hypothecated, in the
absence of (i) an effective registration statement for this Warrant or the
Warrant Shares, as the case may be, under the Act and such registration or
qualification as may be necessary under the securities laws of any state, or
(ii) an opinion of counsel reasonably satisfactory to the Company that such
registration or qualification is not required. The Company shall cause a
Certificate or Certificates evidencing all or any part of the Warrant Shares
prior to any such registration or qualification of Warrant Shares to bear the
following legend:
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The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or the securities laws of
any state (the "Securities Laws"). These securities may not be offered,
sold, transferred, pledged, or hypothecated in the absence of
registration under applicable Securities Laws, or the availability of
an exemption therefrom. This Certificate will not be transferred on the
books of the Company or any transfer agent acting on behalf of the
Company except upon the receipt of an opinion of counsel, satisfactory
to the Company, that the proposed transfer is exempt from the
registration requirements of all applicable Securities Laws, or the
receipt of evidence, satisfactory to the Company, that the proposed
transfer is the subject of an effective registration statement under
all applicable Securities Laws.
8. Replacement of Warrant. At the request of the Holder and on
production of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, the Company at its expense
will issue in lieu thereof a new Warrant of like tenor.
9. No Voting Rights. Except as otherwise provided herein, this Warrant
shall not be deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof.
10. Investment Covenant. The Holder by its acceptance of this Warrant
covenants that this Warrant is, and the Warrant Shares issued hereunder will be,
acquired for investment purposes, and that the Holder will not distribute this
Warrant or the Warrant Shares in violation of any state or federal law or
regulations.
11. Lock-Up Agreement. The Holder hereby agrees that for a period of
six (6) months after the effective date of the closing of a Qualified Public
Offering of the Company's Common Stock pursuant to a registration statement
filed under the Act, the Holder will not, without the prior written consent of
the Company, offer, pledge, margin, sell, contract to sell, grant any option for
the sale of, enter into any hedging or derivatives transaction involving, or
otherwise dispose of, directly or indirectly, any of the Warrant Shares, or the
Warrant.
12. Piggyback Registration. If the Company at any time or from time to
time proposes to register any shares of its Common Stock for any holder thereof
(a "Secondary Registration") under the Securities Act of 1933, as amended (the
"Act") (except with respect to any registration statement filed on Form S-8 or
Form S-4 or such other similar form then in effect under the Act), it will, at
each such time promptly give written notice to Holder of its intention to do so,
together with the name of the proposed underwriter(s), if any, and, upon
Holder's written request, which must be given within twenty (20) days after
receipt of such notice (which request shall state the number of shares of Common
Stock desired to be registered by Holder), the Company will use its best efforts
to cause to be included in the Secondary Registration such shares of Common
Stock held by Holder pro rata on the basis of the number of shares held by
Holder and other selling stockholders requested to be included in the Secondary
Registration (provided, however, that the Company may at any time withdraw or
cease proceeding with any such Secondary Registration if it shall at the same
time withdraw or cease proceeding with the registration of such other shares of
Common Stock originally proposed by it to be registered). Holder shall pay its
pro rata portion of all registration and selling expenses in connection with the
Secondary Registration, including, without limitation, all registration and
filing fees, printing
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expenses, listing fees, fees and disbursements of counsel and accountants, fees
of the NASD, transfer taxes, fees of transfer agents and all underwriting
discounts and selling commissions applicable to the sale of the shares. In any
underwritten Secondary Registration, the Holder shall enter into an underwriting
agreement containing reasonable and customary representations, warranties and
indemnities, and will complete and execute all questionnaires, powers of
attorney and other reasonable and customary documents reasonably required under
the terms of such underwriting agreement or otherwise in order to facilitate the
sale of the shares pursuant thereto.
In connection with any Secondary Registration in which Holder is
participating, Holder will furnish to the Company in writing such information
with respect to Holder as the Company or the underwriters reasonably request for
use in connection with any such registration statement or prospectus and shall
indemnify the Company, its directors and officers and each person who controls
the Company (within the meaning of the Act) against any losses, claims, damages,
liabilities and expenses, joint or several (including reimbursement of legal
fees and any amounts paid in settlement), to which the Company or any such other
persons may become subject under any applicable laws arising out of, based upon
or otherwise caused by any untrue or alleged untrue statement of a material fact
or any omission or alleged omission of a material fact required to be stated in
the registration statement , prospectus or preliminary prospectus (or any
amendment thereof or supplement thereto) or necessary to make the statements
therein (in the case of a prospectus or preliminary prospectus, in the light of
the circumstances under which they were made) not misleading, to the extent that
such untrue statement or omission is contained in any information with respect
to Holder so furnished in writing by Holder.
13. Miscellaneous.
(a) This Warrant shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to the conflict of law
principles thereof.
(b) This Warrant shall bind the Company, its successors and assigns
(including any Successor Company), and shall benefit and bind the Holder, the
Holder's successors and permitted assigns.
(c) The Section headings in this Warrant have been included solely
for ease of reference and shall not be considered in the interpretation or
construction of this Warrant. All references in this Warrant to "Sections" shall
be construed as references to numbered Sections of this Warrant.
(d) Any notice or delivery required or permitted by this Warrant
shall be deemed given or made for all purposes of this Warrant when (1) the
notice is in writing, and (2) the notice or the delivery is delivered by hand or
is mailed by registered mail, return receipt requested, addressed to the
intended recipient at (A) in the Company's case, the Company's Office, or (B) in
the Holder's case,
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the Holder's address as set forth in the Company's records or at such other
address as the Holder may designate by written notice to the Company.
IN WITNESS WHEREOF, this Warrant has been executed as of the 3rd day of
June, 1999.
HIGH SPEED ACCESS CORP. CLASSIC CABLE, INC.
By /s/ High Speed Access Corp. By /s/ Classic Cable, Inc.
-------------------------------- ---------------------------------
Name: Name:
----------------------------- ------------------------------
Title: Title:
---------------------------- -----------------------------
Date: Date:
----------------------------- ------------------------------
CLASSIC -HSAC WARRANT 4-15-9907/06/99 8:11 AM
Final HSAC-CLASSIC Warrant 7-6-99
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Exhibit A
SUBSCRIPTION FORM TO BE EXECUTED
UPON EXERCISE OF THE WARRANT
Date:________________
To HIGH SPEED ACCESS CORP.:
The undersigned, as Holder, hereby subscribes, at the price and upon the other
terms and conditions set forth in this Class A Securities Purchase Warrant of
which this subscription form is a part, for _________ shares of the common
stock, $.01 par value, of High Speed Access Corp.
CLASSIC CABLE, INC.
By:
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Name:
-------------------------------
Title:
------------------------------
Address:
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Exhibit B
TRANSFER FORM
[To be completed and signed only upon transfer of Warrant before exercise.]
For value received, the undersigned hereby transfers this Warrant
entitling the Holder to subscribe for ________________ shares of the common
stock with $.01 par value of High Speed Access Corp. to
____________________________. The undersigned represents, warrants and covenants
that it has this transfer conforms to the requirements of Section 5 of the
Warrant.
Dated _________________, _______.
244:2900-58
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