WARRANT CERTIFICATE
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS
TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A
WARRANT PURCHASE AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN CREATIVE HOST
SERVICES, INC. (THE "COMPANY") AND ING CAPITAL LLC (THE "PURCHASER") AND A
REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN THE COMPANY
AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE
COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE
IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH
SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID.
Certificate No. ING #1 452,050 Warrants
Warrant Certificate
CREATIVE HOST SERVICES, INC.
This Warrant Certificate certifies that ING Capital LLC, or registered
assigns, is the registered holder of the number of Warrants (the "Warrants") set
forth above to purchase shares of common stock, no par value per share (the
"Common Stock"), of CREATIVE HOST SERVICES, INC., a California corporation (the
"Company"). Each Warrant entitles the holder upon exercise to receive from the
Company one fully paid and nonassessable share of Common Stock (a "Warrant
Share") at the initial exercise price (the "Exercise Price") of $1.87, payable
in lawful money of the United States of America, upon surrender of this Warrant
Certificate and payment of the Exercise Price, if applicable, at the office of
the Company designated for such purpose, subject to the conditions set forth
herein and in the Warrant Agreement referenced below. The Exercise Price and
number and type of Warrant Shares issuable upon exercise of the Warrants are
subject to adjustment before and after issue upon the occurrence of certain
events, as set forth in the Warrant Agreement. Each Warrant also entitles the
holder to convert such Warrant into the number of Warrant Shares determined in
accordance with Section 11(b) of the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants, and are issued or to be issued pursuant to a
Warrant Purchase Agreement dated as of January 17, 2003 (the "Warrant
Agreement"), duly executed and delivered by the Company and ING Capital LLC
("ING"), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the
rights, obligations and duties hereunder of the Company and the holders of the
Warrants (the words "holders" or "holder" meaning the registered holders or
registered holder). A copy of the Warrant Agreement may be obtained by the
holder hereof upon written request to the Company.
The holder of Warrants evidenced by this Warrant Certificate may exercise
such Warrants under and pursuant to the terms and conditions of the Warrant
Agreement by surrendering this Warrant Certificate, with the form of election to
purchase attached hereto (and by this reference made a part hereof) properly
completed and executed, together with payment of the Exercise Price in cash at
the office of the Company designated for such purpose. In the event that any
exercise of Warrants evidenced hereby shall be for less than the total number of
Warrants evidenced hereby, there shall be issued by the Company to the holder
hereof or such holder's registered assignee a new Warrant Certificate evidencing
the number of Warrants not exercised.
The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of shares of Warrant Shares issuable upon the
exercise of each Warrant shall be adjusted. No fractional shares of Warrant
Shares will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.
The holders of the Warrants are entitled to certain registration rights as
set forth in a Registration Rights Agreement dated as of January 17, 2003, among
the Company and ING (the "Registration Rights Agreement"). By acceptance of
this Warrant Certificate, the holder hereof agrees that upon exercise of any or
all of the Warrants evidenced hereby, such holder will be bound by the
Registration Rights Agreement. A copy of the Registration Rights Agreement may
be obtained by the holder hereof upon written request to the Company.
Warrant Certificates, when surrendered at the office of the Company by the
registered holder thereof in person or by legal representative or attorney duly
authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement, for another Warrant Certificate
or Warrant Certificates of like tenor evidencing in the aggregate a like number
of Warrants.
The Company may deem and treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing made hereon) for the purpose of any exercise hereof,
of any distribution to the holder(s) hereof and for all other purposes, and the
Company shall not be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed by its duly authorized officer and has caused its corporate seal to be
affixed hereunto or imprinted hereon.
Dated: January 17, 2003 CREATIVE HOST SERVICES, INC.
By: /s/ Sayed Ali
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Name: Sayed Ali
Title: President
[CORPORATE SEAL]