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Exhibit 10.13
TERM WARRANT
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION IS NOT REQUIRED.
No. of Stock Units: 1,050 Warrant No. R-9
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WARRANT
to Purchase Shares of Common Stock of
STUDENT ADVANTAGE, INC.
THIS IS TO CERTIFY THAT RESERVOIR CAPITAL ASSOCIATES L.P., or its
registered assigns, is entitled to purchase in whole or in part from STUDENT
ADVANTAGE, INC., a Delaware corporation (the "Company"), at any time and from
time to time on or after the Commencement Date (as defined below), but not later
than 5:00 p.m., New York City time, on June 25, 2005 (the "Expiration Date"),
1,050 Stock Units (as defined in the Warrant Agreement referred to below) at a
purchase price of $0.01 per Stock Unit (the "Exercise Price"); provided, that
such purchase price shall not be less than the aggregate par value of the
capital stock contained in a Stock Unit, subject to the terms and conditions set
forth herein and in the Warrant Agreement, each such purchase of a Stock Unit to
be made, and to be deemed effective for the purpose of determining the date of
exercise, only upon surrender of this Warrant to the Company at its office
referred to in Section 15.03 of the Warrant Agreement, with the Form of Exercise
attached hereto (or a reasonable facsimile thereof) duly completed and signed,
and upon payment in full to the Company of the Exercise Price (i) in cash or
(ii) by certified or official bank check or (iii) by any combination of the
foregoing, all as provided in the Warrant Agreement and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement.
For the purposes of this Warrant, the "Commencement Date" shall
be the second anniversary of the date hereof. The number of Stock Units for
which this Warrant shall be exercisable shall be adjusted on the Commencement
Date to equal the result obtained by multiplying the original number of Stock
Units for which this Warrant is exercisable by a fraction the numerator of which
is the outstanding principal balance of Term Loans on the
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Commencement Date (excluding capitalized interest unless an Event of Default
exists on such date) and the denominator of which is $10,000,000. If there is no
outstanding principal balance of Term Loans on the Commencement Date or if the
Term Loans are paid in full prior to the Commencement Date, this Warrant shall
be cancelled on the earlier of the Commencement Date or the date of payment in
full and the Holder shall relinquish all rights herein. If the Company prepays
Term Loans pursuant to Section 2.07(b) of the Loan Agreement during the one year
period following the Commencement Date, the number of Stock Units for which this
Warrant shall be exercisable shall equal (i) the number of Stock Units for which
this Warrant otherwise would have been exercisable on the Commencement Date
minus (ii) the result obtained by multiplying (A) the number of Stock Units for
which this Warrant would have otherwise been exercisable on the Commencement
Date by (B) a fraction (x) the numerator of which is the product of (1) the
amount of Term Loans (including capitalized and accrued interest) so prepaid and
(2) the number of days remaining until the next anniversary of the Commencement
Date and (y) the denominator of which is the product of (1) 365 and (2) the
amount of Term Loans (including capitalized and accrued interest) outstanding on
the Commencement Date. If prior to the Commencement Date the Company has
received a Call Notice (as defined in the Loan Agreement) pursuant to Section
2.07(d) of the Loan Agreement, the number of Stock Units for which this Warrant
shall be exercisable as of the Commencement Date shall be one-fourth (1/4) of
the amount for which it otherwise would have been exercisable on the
Commencement Date. If prior to the Commencement Date the Company has received
such Call Notice and any Term Loans remain outstanding on the 90th day after the
Commencement Date, the number of Stock Units for which this Warrant shall be
exercisable shall be one-third (1/3) of the amount for which it otherwise would
have been exercisable on the Commencement Date, plus a number (the "Enhanced
Unit Number") of Stock Units equal to the product of (1) 10,000 and (2) a
fraction, the numerator of which is the number of Stock Units for which this
Warrant is exercisable on the Commencement Date and the denominator of which is
the aggregate number of Stock Units for which all Term Warrants then outstanding
having the same Commencement Date are exercisable on the Commencement Date. If
prior to the Commencement Date the Company has received such Call Notice and any
Term Loans remain outstanding on the 120th day after the Commencement Date, the
number of Stock Units for which this Warrant shall be exercisable shall be the
amount for which it otherwise would have been exercisable on the Commencement
Date (including in such calculation any capitalized interest) plus the Enhanced
Unit Number. If prior to such 90th or 120th day the Company pays all or any
portion of the amounts required to be paid pursuant to such Section 2.07(d), the
number of Stock Units for which this Warrant is exercisable shall be reduced in
proportion to the amount so prepaid and the number of days remaining until such
90th or 120th day, as the case may be.
If following prior exercises or conversions of this Warrant any
adjustment under the immediately preceding paragraph would reduce the remaining
number of Stock Units for which this Warrant is exercisable below zero (such
number of Stock Units below zero, the "Shortfall"), then the Holder shall
transfer to the Company at such Holder's option within three Business Days of
such adjustment either (i) a number of Stock Units equal to the Shortfall or
(ii) an amount in cash equal to $2.50 plus interest commencing on the
Commencement Date through the date of payment calculated on the basis of a
360-day year and the number of actual days elapsed, at a rate per annum equal to
27% per annum multiplied by the Shortfall.
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On and after the Commencement Date and on or prior to the
Expiration Date, this Warrant may be converted, in whole or in part, at the
Holder's option, into the number of shares of Common Stock for each Stock Unit
evidenced hereby which is being so converted, equal to (a)(i) the product of (x)
the number of shares of Common Stock comprising a Stock Unit at the time of such
conversion and (y) the Current Market Price per share of Common Stock at the
time of such conversion minus (ii) the Exercise Price per Stock Unit at the time
of such conversion, divided by (b) the Current Market Price per share of Common
Stock at the time of such conversion, all as provided in the Warrant Agreement
and upon compliance with and subject to the conditions set forth herein and in
the Warrant Agreement.
This Warrant is issued under and in accordance with the Warrant
Agreement dated as of June 25, 2001 between the Company and certain holders (as
the same may be modified and supplemented in accordance with its terms and as in
effect from time to time, the "Warrant Agreement"), and is subject to the terms
and provisions of the Warrant Agreement, which terms and provisions are hereby
incorporated by reference herein and made a part hereof. Every Holder of this
Warrant consents to all of the terms contained in the Warrant Agreement by
acceptance hereof.
The number of shares of Common Stock or other securities of the
Company constituting one "Stock Unit" are subject to adjustment in certain
events as provided in the Warrant Agreement.
The Company shall not be required to issue a fractional share of
Common Stock upon exercise of this Warrant. As to any fraction of a share which
the Holder hereof would otherwise be entitled to purchase upon such exercise,
the Company may pay a cash adjustment in respect of such final fraction in an
amount equal to the same fraction of the Current Market Price per share of
Common Stock on the date of exercise or may be round up to the next whole number
of shares.
This Warrant may be exchanged either separately or in combination
with other Warrants at the office of the Company referred to in Section 15.03 of
the Warrant Agreement for new Warrants representing the same aggregate number of
Warrants evidenced by the Warrant or Warrants exchanged, upon surrender of this
and any other Warrant being exchanged and upon compliance with and subject to
the conditions set forth herein and in the Warrant Agreement.
The Warrants and the Warrant Stock shall be transferable only
upon compliance with the conditions specified in Sections 4 and 5 of the Warrant
Agreement, which conditions are intended, among other things, to ensure
compliance with the provisions of the Securities Act in respect of the transfer
of any Warrant or any Warrant Stock, and any Holder hereof shall be bound by the
provisions of (and entitled to the benefits of) said Sections 4 and 5. Upon any
such transfer effected in compliance with said Sections 4 and 5, a new Warrant
or new Warrants of different denominations, representing in the aggregate a like
number of Warrants, will be issued to the transferee. Every Holder hereof, by
accepting this Warrant, consents and agrees with the Company and with every
subsequent Holder of this Warrant that until due presentation for the
registration of transfer of this Warrant on the Warrant register maintained by
the Company, the Company may deem and treat the Person in whose name this
Warrant is
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registered as the absolute and lawful owner for all purposes whatsoever and the
Company shall not be affected by any notice to the contrary.
Nothing contained in the Warrant Agreement or in this Warrant
shall be construed as conferring on the holder of any Warrants or his or her
transferee any rights whatsoever as a stockholder of the Company.
No provision hereof, in the absence of affirmative action by the
Holder hereof to purchase shares of Common Stock, and no mere enumeration herein
of the rights or privileges of such Holder, shall give rise to any liability of
such Holder for the Exercise Price or as a Stockholder of the Company, whether
such liability is asserted by the Company, by any creditor of the Company or any
other Person.
Any notices and other communications pursuant to the provisions
hereof shall be sent in accordance with Section 15.02 of the Warrant Agreement.
Each term used herein without definition shall have the meaning
assigned thereto in the Warrant Agreement.
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IN WITNESS WHEREOF, the Company has duly executed this Warrant.
Dated: June 25, 2001
STUDENT ADVANTAGE, INC.
By: /s/ Raymond V. Sozzi, Jr.
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Name: Raymond V. Sozzi, Jr.
Title: President and Chief Executive Officer
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FORM OF EXERCISE
(To be executed by the registered holder hereof) The undersigned
registered owner of this Warrant hereby
SELECT ONE OF THE FOLLOWING TWO CHOICES:
[irrevocably exercises this Warrant for the purchase of Stock Units of
STUDENT ADVANTAGE, INC., a Delaware corporation, and herewith makes
payment therefor in the amount of $_____________, all at the price and
on the terms and conditions specified in this Warrant,]
OR
[irrevocably converts this Warrant into shares of Common Stock of
STUDENT ADVANTAGE, INC., a Delaware corporation, all in the manner and
on the terms and conditions specified in this Warrant,]
and requests that (i) certificates and/or other instruments covering such Stock
Units be issued in accordance with the instructions given below and (ii) if such
Stock Units shall not include all of the Stock Units to which the Holder is
entitled under this Warrant, that a new Warrant of like tenor and date for the
balance of the Stock Units issuable hereunder be delivered to the undersigned.
Dated: ___________, ____
________________________________
(Signature of Registered Holder)
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Instructions for issuance and registration of Stock Units:
Name of Registered Holder:____________________________________________
(Please print)
Social Security or Other Identifying Number:__________________________
Please deliver certificate to the following address:
________________________________
________________________________
________________________________
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the assignee named below all
the rights of the undersigned under this Warrant with respect to the number of
Stock Units covered thereby set forth hereinbelow unto:
Number of
Name of Assignee Address Stock Units
Dated:__________________
________________________________
Signature of Registered Holder
________________________________
Name of Registered Holder
(Please Print)
Witness:
_______________________________________________________________________________