{"id":41036,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-preferred-stock-warrant-agreement-dc-holdco-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-preferred-stock-warrant-agreement-dc-holdco-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/form-of-preferred-stock-warrant-agreement-dc-holdco-inc.html","title":{"rendered":"Form of Preferred Stock Warrant Agreement &#8211; DC Holdco Inc."},"content":{"rendered":"<pre>\n                    FORM OF PREFERRED STOCK WARRANT AGREEMENT\n            _________________________________________________________\n\n\n\n\n\n                                 DC HOLDCO, INC.\n\n\n\n                                       and\n\n\n\n                             ______________________\n                                  As Warrant Agent\n\n\n\n                             ______________________\n\n\n\n                                WARRANT AGREEMENT\n\n\n                         Dated as of ____________, 199__\n\n\n                             ______________________\n\n\n\n\n            _________________________________________________________\n\n\n\n\n\n                                                                            Page\n                                                                            ----\n\n                              TABLE OF CONTENTS(1)\n\n\nParties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1\nRecitals   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1\n\n                                    ARTICLE I\n\n                     ISSUANCE, EXECUTION AND AUTHENTICATION\n                             OF WARRANT CERTIFICATES\n\nSection 1.1  Issuance of Warrant Certificates  . . . . . . . . . . . . . . .  1\nSection 1.2  Form of Warrant Certificate   . . . . . . . . . . . . . . . . .  2\nSection 1.3  Execution and Authentication of Warrant Certificates  . . . . .  2\nSection 1.4  Temporary Warrant Certificates  . . . . . . . . . . . . . . . .  3\nSection 1.5  Payment of Taxes  . . . . . . . . . . . . . . . . . . . . . . .  4\nSection 1.6  Definition of Holder  . . . . . . . . . . . . . . . . . . . . .  4\n\n                                   ARTICLE II\n\n                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS\n\nSection 2.1  Warrant Price   . . . . . . . . . . . . . . . . . . . . . . . .  5\nSection 2.2  Duration of Warrants  . . . . . . . . . . . . . . . . . . . . .  5\nSection 2.3  Exercise of Warrants  . . . . . . . . . . . . . . . . . . . . .  5\nSection 2.4  Reservation of Shares   . . . . . . . . . . . . . . . . . . . .  7\n\n                                   ARTICLE III\n\n                             OTHER TERMS OF WARRANTS\n\nSection 3.1  Call of Warrants by the Company   . . . . . . . . . . . . . . .  7\nSection 3.2  Adjustment of Exercise Price and Number\n             of Shares Purchasable or Number of Warrants   . . . . . . . . .  7\n\n\n____________________________\n(1)  The Table of Contents is not a part of the Warrant Agreement.\n\n\n                                        i\n\n\n\n                                                                            Page\n                                                                            ----\n                                   ARTICLE IV\n\n                      REGISTRATION, EXCHANGE, TRANSFER AND\n                      SUBSTITUTION OF WARRANT CERTIFICATES\n\nSection 4.1  Registration, Exchange and Transfer of\n             Warrant Certificates  . . . . . . . . . . . . . . . . . . . . . 12\nSection 4.2  Mutilated, Destroyed, Lost or Stolen\n             Warrant Certificates  . . . . . . . . . . . . . . . . . . . . . 13\nSection 4.3  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . 14\nSection 4.4  Cancellation of Warrant Certificates  . . . . . . . . . . . . . 14\n\n                                    ARTICLE V\n\n                       OTHER PROVISIONS RELATING TO RIGHTS\n                       OF HOLDERS OF WARRANT CERTIFICATES\n\nSection 5.1  No Rights as Stockholders Conferred by\n             Warrants or Warrant Certificates  . . . . . . . . . . . . . . . 15\nSection 5.2  Holder of Warrant Certificate May\n             Enforce Rights  . . . . . . . . . . . . . . . . . . . . . . . . 15\n\n                                   ARTICLE VI\n\n                          CONCERNING THE WARRANT AGENT\n\nSection 6.1  Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . 15\nSection 6.2  Conditions of Warrant Agent's Obligations . . . . . . . . . . . 16\nSection 6.3  Resignation, Removal and Appointment of Successor . . . . . . . 18\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\nSection 7.1  Consolidations and Mergers of the Company and\n             Sales, Leases and Conveyances Permitted Subject\n             to Certain Conditions . . . . . . . . . . . . . . . . . . . . . 20\nSection 7.2  Rights and Duties of Successor Corporation  . . . . . . . . . . 20\n\n\n                                       ii\n\n\n\n                                                                            Page\n                                                                            ----\n\nSection 7.3  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .   20\nSection 7.4  Notices and Demands to the Company and\n             Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . .   21\nSection 7.5  Notices to Warrantholders . . . . . . . . . . . . . . . . . .   21\nSection 7.6  Addresses . . . . . . . . . . . . . . . . . . . . . . . . . .   23\nSection 7.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .   23\nSection 7.8  Delivery of Prospectus  . . . . . . . . . . . . . . . . . . .   23\nSection 7.9  Obtaining of Governmental Approvals . . . . . . . . . . . . .   23\nSection 7.10 Persons Having Rights under Warrant Agreement   . . . . . . .   23\nSection 7.11 Headings  . . . . . . . . . . . . . . . . . . . . . . . . . .   24\nSection 7.12 Counterparts  . . . . . . . . . . . . . . . . . . . . . . . .   24\nSection 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . . . .   24\n\nTestimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25\nSignatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25\nExhibit A - Form of Warrant Certificate\n\n\n\n\n\n                                       iii\n\n\n\n\n          THIS WARRANT AGREEMENT, dated as of __________, 199__, between DC\nHoldco, Inc., a corporation duly organized and existing under the laws of the\nState of Delaware (the \"Company\") and ____________, a [corporation] [national\nbanking association] organized and existing under the laws of _____________, as\nWarrant Agent (herein called the \"Warrant Agent\").\n\n          WHEREAS, the Company proposes to sell [IF OFFERED SECURITIES AND\nWARRANTS - [title of Offered Securities being offered] (the \"Offered\nSecurities\") with] warrant certificates (such warrant certificates and other\nwarrant certificates issued pursuant to this Agreement herein called the\n\"Warrant Certificates\") evidencing one or more warrants (the \"Warrants\" or,\nindividually, a \"Warrant\") representing the right to purchase shares of\n[designation of Preferred Stock] (the \"Preferred Stock\"); and\n\n          WHEREAS, the Company desires the Warrant Agent to act on behalf of the\nCompany, and the Warrant Agent is willing to so act, in connection with the\nissuance, exchange, exercise and replacement of the Warrant Certificates, and in\nthis Agreement wishes to set forth, among other things, the form and provisions\nof the Warrant Certificates and the terms and conditions on which they may be\nissued, exchanged, exercised and replaced;\n\n          NOW, THEREFORE, in consideration of the premises and of the mutual\nagreements herein contained, the parties hereto agree as follows:\n\n                                    ARTICLE I\n\n                      ISSUANCE, EXECUTION AND AUTHENTICATION\n                             OF WARRANT CERTIFICATES\n\n          Section 1.1  ISSUANCE OF WARRANT CERTIFICATES.  [IF WARRANTS ALONE --\nUpon issuance, each Warrant Certificate shall evidence one or more Warrants.]\n[IF OFFERED SECURITIES AND WARRANTS -- Warrant Certificates shall be [initially]\nissued in units with the Offered Securities and shall [not] be separately\ntransferable [before __________, 19__ (the \"Detachable Date\")].  Each such unit\nshall consist of a Warrant Certificate or Certificates evidencing an aggregate\nof __________ Warrants.]  Each Warrant evidenced thereby shall represent the\nright, subject to the provisions contained herein and therein, to purchase one\nshare of Preferred Stock.\n\n\n\n\n\n\n          Section 1.2  FORM OF WARRANT CERTIFICATE.  The Warrant Certificates\n(including the Form(s) of Exercise [and Assignment] to be set forth on the\nreverse thereof) shall be in substantially the form set forth in Exhibit A\nhereto, shall be printed, lithographed or engraved on steel engraved borders (or\nin any other manner determined by the officers executing such Warrant\nCertificates, with the execution thereof by such officers conclusively\nevidencing such determination) and may have such letters, numbers or other marks\nof identification and such legends or endorsements placed thereon as may be\nrequired to comply with any law or with any rule or regulation made pursuant\nthereto or with any rule or regulation of any securities exchange on which the\nWarrant Certificates may be listed or as may, consistently herewith, be\ndetermined by the officers executing such Warrant Certificates, with the\nexecution thereof by such officers conclusively evidencing such determination.\n\n          Section 1.3  EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES.\nThe Warrant Certificates shall be executed on behalf of the Company by its\nChairman, its Chief Executive Officer, its President or one of its Vice\nPresidents (any reference to a Vice President of the Company herein shall be\ndeemed to include any Vice President of the Company whether or not designated by\na number or a word or words added before or after the title \"Vice President\"),\nunder its corporate seal reproduced thereon attested to by its Treasurer or\nSecretary or one of its Assistant Treasurers or Assistant Secretaries.  The\nsignature of any of these officers on the Warrant Certificates may be manual or\nfacsimile.\n\n          Warrant Certificates evidencing the right to purchase a number of\nshares of Preferred Stock having an aggregate liquidation value not exceeding\n$ __________ (except as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be\nexecuted by the Company and delivered to the Warrant Agent upon the execution of\nthis Warrant Agreement or from time to time thereafter.  The Warrant Agent\nshall, upon receipt of Warrant Certificates duly executed on behalf of the\nCompany, authenticate Warrant Certificates evidencing Warrants representing the\nright to purchase a number of shares of Preferred Stock having an aggregate\nliquidation value not exceeding $ _________ and shall deliver such Warrant\nCertificates to or upon the order of the Company.  Subsequent to such original\nissuance of the Warrant Certificates, the Warrant Agent shall authenticate a\nWarrant Certificate only if the Warrant Certificate is issued in exchange or in\nsubstitution for one or more previously authenticated Warrant Certificates or in\nconnection with their transfer, as hereinafter provided.\n\n\n\n                                        2\n\n\n\n\n          Each Warrant Certificate shall be dated the date of its authentication\nby the Warrant Agent.\n\n          No Warrant Certificate shall be entitled to any benefit under this\nAgreement or be valid or obligatory for any purpose, and no Warrant evidenced\nthereby shall be exercisable, until such Warrant Certificate has been\nauthenticated by the manual signature of the Warrant Agent.  Such signature by\nthe Warrant Agent upon any Warrant Certificate executed by the Company shall be\nconclusive evidence, and the only evidence, that the Warrant Certificate so\nauthenticated has been duly issued hereunder.\n\n          Warrant Certificates bearing the manual or facsimile signatures of\nindividuals who were at the time the proper officers of the Company shall bind\nthe Company, notwithstanding that such individuals or any of them have ceased to\nhold such offices prior to the authentication and delivery of such Warrant\nCertificates or did not hold such offices at the date of such Warrant\nCertificates.\n\n          Section 1.4  TEMPORARY WARRANT CERTIFICATES.  Pending the preparation\nof definitive Warrant Certificates, the Company may execute, and upon the order\nof the Company the Warrant Agent shall authenticate and deliver, temporary\nWarrant Certificates which are printed, lithographed, typewritten, mimeographed\nor otherwise produced substantially of the tenor of the definitive Warrant\nCertificates in lieu of which they are issued and with such appropriate\ninsertions, omissions, substitutions and other variations as the officers\nexecuting such Warrant Certificates may determine, with the execution thereof by\nsuch officers conclusively evidencing such determination.\n\n          If temporary Warrant Certificates are issued, the Company will cause\ndefinitive Warrant Certificates to be prepared without unreasonable delay.\nAfter the preparation of definitive Warrant Certificates, the temporary Warrant\nCertificates shall be exchangeable for definitive Warrant Certificates upon\nsurrender of the temporary Warrant Certificates at the corporate trust office of\nthe Warrant Agent [or          ], without charge to the Holder (as defined in\nSection 1.6 below).  Upon surrender for cancellation of any one or more\ntemporary Warrant Certificates, the Company shall execute and the Warrant Agent\nshall authenticate and deliver in exchange therefor definitive Warrant\nCertificates representing the same aggregate number of Warrants.  Until so\nexchanged, the temporary Warrant Certificates shall in all respects be entitled\nto the same benefits under this Agreement as definitive Warrant Certificates.\n\n\n                                        3\n\n\n\n\n          Section 1.5  PAYMENT OF TAXES.  The Company will pay all stamp taxes\nand other duties, if any, to which, under the laws of the United States of\nAmerica or any State or political subdivision thereof, this Agreement or the\noriginal issuance of the Warrant Certificates may be subject.\n\n          Section 1.6  DEFINITION OF HOLDER.  The term \"Holder\" as used herein\nshall mean [IF OFFERED SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE -- prior to the Detachable Date, the registered owner of the Offered\nSecurity to which such Warrant Certificate was initially attached, and, after\nsuch Detachable Date,] the person in whose name at the time such Warrant\nCertificate shall be registered upon the books to be maintained by the Warrant\nAgent for that purpose pursuant to Section 4.1.  [IF OFFERED SECURITIES AND\nWARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,\nthe Company will, or will cause the registrar of the Offered Securities to, make\navailable to the Warrant Agent current information as to Holders of the Offered\nSecurities.]\n\n\n\n\n\n                                        4\n\n\n\n\n                                   ARTICLE II\n\n                 WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS\n\n          Section 2.1  WARRANT PRICE.(2)  During the period set forth in Section\n2.2, each Warrant shall entitle the Holder thereof, subject to the provisions of\nthis Agreement, to purchase from the Company one share of Preferred Stock at the\nexercise price of $ _________.  Such exercise price of each Warrant is referred\nto in this Agreement as the \"Exercise Price.\"\n\n          Section 2.2  DURATION OF WARRANTS.  Any Warrant evidenced by a Warrant\nCertificate may be exercised at any time, as specified herein, on or after [the\ndate thereof] [________, 19__] and at or before the close of business on\n________, 19__ (the \"Expiration Date\").  Each Warrant not exercised at or before\nthe close of business on the Expiration Date shall become void, and all rights\nof the Holder of the Warrant Certificate evidencing such Warrant under this\nAgreement or otherwise shall cease.\n\n          Section 2.3  EXERCISE OF WARRANTS.  (a)  During the period specified\nin Section 2.2, any whole number of Warrants may be exercised by surrendering\nthe Warrant Certificate evidencing such Warrants at the place or at the places\nset forth in the Warrant Certificate, with the purchase form set forth in the\nWarrant Certificate duly executed, accompanied by payment in full, in lawful\nmoney of the United States of America, [in cash or by certified check or\nofficial bank check in New York Clearing House funds] [by bank wire transfer in\nimmediately available funds,] of the Exercise Price for each Warrant exercised.\nThe date on which payment in full of the Exercise Price for a Warrant and the\nduly executed and completed Warrant Certificate are received by the Warrant\nAgent shall be deemed to be the date on which such Warrant is exercised.  The\nWarrant Agent shall deposit all funds received by it as payment for the exercise\nof Warrants to the account of the Company maintained with it for such purpose\nand shall advise the Company by telephone at the end of each day on which such a\npayment is received of the amount so deposited to its account.  The Warrant\nAgent shall promptly confirm such telephonic advice to the Company in writing.\n\n\n\n_________________________\n(2)  Complete and modify the provisions of this Section as appropriate to\n     reflect the exact terms of the Warrants.\n\n\n                                        5\n\n\n\n\n               (b)  The Warrant Agent shall from time to time, as promptly as\npracticable after the exercise of any Warrants in accordance with the terms and\nconditions of this Agreement and the Warrant Certificates, advise the Company of\n(i) the number of Warrants so exercised, (ii) the instructions of each Holder of\nthe Warrant Certificates evidencing such Warrants with respect to delivery of\nthe certificate or certificates representing shares of Preferred Stock to which\nsuch Holder is entitled upon such exercise, and instructions of such Holder as\nto delivery of Warrant Certificates evidencing the balance, if any, of the\nWarrants remaining after such exercise, and (iii) such other information as the\nCompany shall reasonably require.\n\n               (c)  As soon as practicable after the exercise of any Warrants,\nthe Company shall issue to or upon the order of the Holder of the Warrant\nCertificate evidencing such Warrants, a certificate or certificates representing\nthe number of shares of Preferred Stock to which such Holder is entitled in such\nname or names as may be directed by such Holder; and, if fewer than all of the\nWarrants evidenced by such Warrant Certificate were exercised, the Company shall\nexecute and an authorized officer of the Warrant Agent shall manually\nauthenticate and deliver a new Warrant Certificate evidencing the number of\nWarrants remaining unexercised.\n\n               (d)  The Company shall not be required to pay any stamp or other\ntax or other governmental charge required to be paid in connection with any\ntransfer involved in the issuance of the Preferred Stock; and in the event that\nany such transfer is involved, the Company shall not be required to issue or\ndeliver any shares of Preferred Stock until such tax or other charge shall have\nbeen paid or it has been established to the Company's satisfaction that no such\ntax or other charge is due.\n\n          Section 2.4  RESERVATION OF SHARES.  For the purpose of enabling it to\nsatisfy any obligation to issue shares of Preferred Stock upon exercise of\nWarrants, the Company will, at all times through the close of business on the\nExpiration Date, reserve and keep available, free from preemptive rights and out\nof its aggregate authorized but unissued shares of Preferred Stock, the number\nof shares of Preferred Stock deliverable upon the exercise of all outstanding\nWarrants.\n\n          The Company covenants that all shares of Preferred Stock issued upon\nexercise of the Warrants will, upon issuance in accordance with the terms of\nthis Agreement, be fully paid and nonassessable and free from all taxes, liens,\n\n\n                                        6\n\n\n\n\ncharges and security interests created by or imposed upon the Company with\nrespect to the issuance and holding thereof.\n\n                                   ARTICLE III\n\n                             OTHER TERMS OF WARRANTS\n\n          Section 3.1  [CALL OF WARRANTS BY THE COMPANY.(3)  IF WARRANTS ISSUED\nHEREUNDER ARE CALLABLE BY THE COMPANY -- The Company shall have the right to\ncall and repurchase any or all Warrants on or after ________, 19__ (the \"Call\nDate\") and upon the occurrence of [discuss events or circumstances under which\nCompany may call the Warrants] (the \"Call Terms\") at a price of $ ________ per\nWarrant (the \"Call Price\").  Notice of such Call Price, Call Date and Call Terms\nshall be given to registered holders of Warrants in the manner provided in\nSection 7.5.]\n\n          Section 3.2  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES\nPURCHASABLE OR NUMBER OF WARRANTS.  The Exercise Price, the number of shares of\nPreferred Stock purchasable upon the exercise of each Warrant and the number of\nWarrants outstanding are subject to adjustment from time to time upon the\noccurrence of the events enumerated in this Section 3.2.\n\n               (a)  If the Company shall (i) pay a dividend in or make a\ndistribution of shares of its capital stock, whether shares of Preferred Stock\nor shares of its capital stock of any other class, (ii) subdivide its\noutstanding shares of Preferred Stock, (iii) combine its outstanding shares of\nPreferred Stock into a smaller number of shares of Preferred Stock or (iv) issue\nany shares of its capital stock in a reclassification of the Preferred Stock\n(including any such reclassification in connection with a consolidation or\nmerger in which the Company is the continuing corporation), the number of shares\nof Preferred Stock purchasable upon exercise of each Warrant immediately prior\nthereto shall be adjusted so that the holder of each Warrant shall be entitled\nto receive the kind and number of shares of Preferred Stock or other securities\nof the Company which such holder would have owned or have been entitled to\nreceive after the happening of any of the events described above, had such\nWarrant been exercised immediately prior to the happening of such event or any\nrecord date with respect thereto.  An ad-\n\n\n_____________________________\n(3)  Complete and modify the provisions of this Section as appropriate to\n     reflect the exact terms of the Warrants.\n\n\n                                        7\n\n\n\n\n\njustment made pursuant to this paragraph (a) shall become effective immediately\nafter the effective date of such event, retroactive to immediately after the\nrecord date, if any, for such event.\n\n               (b)  If the Company shall issue rights, options or warrants to\nall holders of its outstanding Preferred Stock, without any charge to such\nholders, entitling them to subscribe for or purchase shares of Preferred Stock\nat a price per share that is lower than the market price per share of Preferred\nStock (as defined in paragraph (e) below) at the record date mentioned below,\nthe number of shares of Preferred Stock thereafter purchasable upon the exercise\nof each Warrant shall be determined by multiplying the number of shares of\nPreferred Stock theretofore purchasable upon exercise of each Warrant by a\nfraction, of which the numerator shall be (i) the number of shares of Preferred\nStock outstanding on the date of issuance of such rights, options or warrants\nplus the number of additional shares of Preferred Stock offered for subscription\nor purchase, and of which the denominator shall be (ii) the number of shares of\nPreferred Stock outstanding on the date of issuance of such rights, options or\nwarrants plus the number of shares which the aggregate offering price of the\ntotal number of shares of Preferred Stock so offered would purchase at the\nmarket price per share of Preferred Stock at such record date.  Such adjustment\nshall be made whenever such rights, options or warrants are issued, and shall\nbecome effective retroactive to immediately after the record date for the\ndetermination of stockholders entitled to receive such rights, options or\nwarrants.\n\n               (c)  If the Company shall distribute to all holders of its shares\nof Preferred Stock evidences of its indebtedness or assets (excluding cash\ndividends or distributions payable out of capital surplus and dividends or\ndistributions referred to in paragraph (a) above) or rights, options or warrants\nor convertible or exchangeable securities containing the right to subscribe for\nor purchase shares of Preferred Stock (excluding those referred to in paragraph\n(b) above), then in each case the number of shares of Preferred Stock thereafter\npurchasable upon the exercise of each Warrant shall be determined by multiplying\nthe number of shares of Preferred Stock theretofore purchasable upon the\nexercise of each Warrant, by a fraction, of which the numerator shall be (i) the\nthen current market price per share of Preferred Stock (as defined in paragraph\n(e) below) on the date of such distribution, and of which the denominator shall\nbe (ii) the then current market price per share of Preferred Stock less the then\nfair value (as determined by the Board of Directors of the Company, whose\ndetermination shall be conclusive) of the portion of the assets or evidences of\nindebtedness so distributed or of such subscription rights, options or warrants\nor convertible or\n\n\n                                        8\n\n\n\n\nexchangeable securities applicable to one share of Preferred Stock.  Such\nadjustment shall be made whenever any such distribution is made, and shall\nbecome effective on the date of distribution retroactive to immediately after\nthe record date for the determination of stockholders entitled to receive such\ndistribution.\n\n               (d)  In the event of any capital reorganization or any\nreclassification of the Preferred Stock (except as provided in paragraphs (a)\nthrough (c) above), any holder of Warrants upon exercise thereof shall be\nentitled to receive, in lieu of the Preferred Stock to which he or she would\nhave become entitled upon exercise immediately prior to such reorganization or\nreclassification, the shares (of any class or classes) or other securities or\nproperty of the Company that he or she would have been entitled to receive at\nthe same aggregate Exercise Price upon such reorganization or reclassification\nif his or her Warrants had been exercised immediately prior thereto.\n\n               (e)  For the purpose of any computation under paragraphs (b) and\n(c) of this Section 3.02, the current or closing market price per share of\nPreferred Stock at any date shall be deemed to be the average of the daily\nclosing prices for       consecutive trading days commencing __________ trading\ndays before the date of such computation.  The closing price for each day shall\nbe [the last sale price] for such day, in either case as reported in the\nprincipal consolidated transaction reporting system with respect to securities\nlisted or admitted to trading on the New York Stock Exchange (the \"NYSE\") or if\nthe Preferred Stock is not listed on the NYSE, then on the principal United\nStates national securities exchange on which the Preferred Stock is listed or\nquoted.  If the Preferred Stock is not listed or quoted on any United States\nnational securities exchange, then the current or closing market price per share\nof Preferred Stock shall be determined by the Board of Directors of the Company\nin good faith.\n\n               (f)  Whenever the number of shares of Preferred Stock purchasable\nupon the exercise of each Warrant is adjusted as herein provided, the Exercise\nPrice payable upon the exercise of each Warrant shall be adjusted by multiplying\nsuch Exercise Price immediately prior to such adjustment by a fraction, of which\nthe numerator shall be the number of shares purchasable upon the exercise of\neach Warrant immediately prior to such adjustment, and of which the denominator\nshall be the number of shares so purchasable immediately thereafter.\n\n               (g)  The Company may elect, on or after the date of any\nadjustment required by paragraphs (a) through (d) of this Section 3.2, to adjust\n\n\n                                        9\n\n\n\n\nthe number of Warrants in substitution for an adjustment in the number of shares\nof Preferred Stock purchasable upon the exercise of a Warrant.  Each of the\nWarrants outstanding after such adjustment of the number of Warrants shall be\nexercisable for the same number of shares of Preferred Stock as immediately\nprior to such adjustment.  Each Warrant held of record prior to such adjustment\nof the number of Warrants shall become that number of Warrants (calculated to\nthe nearest hundredth) obtained by dividing the Exercise Price in effect prior\nto adjustment of the Exercise Price by the Exercise Price in effect after\nadjustment of the Exercise Price.  The Company shall notify the holders of\nWarrants, in the same manner as provided in the first paragraph of Section 7.5,\nof its election to adjust the number of Warrants, indicating the record date for\nthe adjustment, and, if known at the time, the amount of the adjustment to be\nmade.  This record date may be the date on which the Exercise Price is adjusted\nor any day thereafter.  Upon each adjustment of the number of Warrants pursuant\nto this paragraph (g) the Company shall, as promptly as practicable, cause to be\ndistributed to holders of record of Warrants on such record date Warrant\nCertificates evidencing, subject to paragraph (h), the additional Warrants to\nwhich such holders shall be entitled as a result of such adjustment, or, at the\noption of the Company, shall cause to be distributed to such holders of record\nin substitution and replacement for the Warrant Certificates held by such\nholders prior to the date of adjustment, and upon surrender thereof, if required\nby the Company, new Warrant Certificates evidencing all the Warrants to be\nissued, executed and registered in the manner specified in Section 1 (and which\nmay bear, at the option of the Company, the adjusted Exercise Price) and shall\nbe registered in the names of the holders of record of Warrant Certificates on\nthe record date specified in the notice.\n\n               (h)  The Company shall not be required to issue fractions of\nWarrants on any distribution of Warrants to holders of Warrant Certificates\npursuant to paragraph (g) or to distribute Warrant Certificates that evidence\nfractional Warrants.  In lieu of such fractional Warrants, there shall be paid\nto the registered holders of the Warrant Certificates with regard to which such\nfractional Warrants would otherwise be issuable, an amount in cash equal to the\nsame fraction of the current market value of a full Warrant on the trading day\nimmediately prior to the date on which such fractional Warrant would have been\notherwise issuable (the \"Valuation Date\").  For purposes of this paragraph (h),\nthe current market value of a Warrant shall be the aggregate closing market\nprice on the Valuation Date (determined as set forth in paragraph (e)) of all\nshares of Preferred Stock issuable upon exercise of one Warrant plus the fair\nvalue (as determined by the Board of Directors of the Company, whose\ndetermination shall\n\n\n                                       10\n\n\n\n\nbe conclusive) of any other assets or securities purchasable upon exercise of\none Warrant less the Exercise Price of one Warrant.\n\n               (i)  Notwithstanding any adjustment pursuant to Section 3.2 in\nthe number of shares of Preferred Stock purchasable upon the exercise of a\nWarrant, the Company shall not be required to issue fractions of shares of\nPreferred Stock upon exercise of the Warrants or to distribute certificates\nwhich evidence fractional shares.  In lieu of fractional shares, there shall be\npaid to the registered holders of Warrant Certificates at the time such Warrant\nCertificates are exercised as herein provided an amount in cash equal to the\nsame fraction of the current market value of a share of Preferred Stock.  For\npurposes of this paragraph (i), the current market value of a share of Preferred\nStock shall be the closing market price (determined as set forth in paragraph\n(e)) of a share of Preferred Stock for the trading day immediately prior to the\ndate of such exercise.\n\n                                   ARTICLE IV\n\n                      REGISTRATION, EXCHANGE, TRANSFER AND\n                      SUBSTITUTION OF WARRANT CERTIFICATES\n\n          Section 4.1  REGISTRATION, EXCHANGE AND TRANSFER OF WARRANT\nCERTIFICATES.  The Warrant Agent shall keep, at its corporate trust office [and\nat _________], books in which, subject to such reasonable regulations as it may\nprescribe, it shall register Warrant Certificates and transfers of outstanding\nWarrant Certificates.\n\n          [IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE -\n- - Prior to the Detachable Date, a Warrant Certificate may be exchanged or\ntransferred only together with the Offered Security to which such Warrant\nCertificate was initially attached, and only for the purpose of effecting, or in\nconjunction with, an exchange or transfer of such Offered Security.\nAdditionally, on or prior to the Detachable Date, each transfer or exchange of\nan Offered Security [on the register of the Offered Securities] shall operate\nalso to transfer or exchange the Warrant Certificate or Certificates to which\nsuch Offered Security was initially attached.  After the Detachable Date, upon]\n[IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR IF\nWARRANTS ALONE -- Upon] surrender at the corporate trust office of the Warrant\nAgent [or _________] of Warrant Certificates properly endorsed [or accompanied\nby appropriate instruments of transfer] and accompanied by written instructions\nfor [transfer or] exchange, all in form satisfactory to the Company and the\nWarrant Agent, such\n\n\n                                       11\n\n\n\n\nWarrant Certificates may be exchanged for other Warrant Certificates or may be\ntransferred in whole or in part; provided that Warrant Certificates issued in\nexchange for [or upon transfer of] surrendered Warrant Certificates shall\nevidence the same aggregate number of Warrants as the Warrant Certificates so\nsurrendered.  No service charge shall be made for any exchange [or transfer] of\nWarrant Certificates, but the Company may require payment of a sum sufficient to\ncover any stamp or other tax or governmental charge that may be imposed in\nconnection with any such exchange [or transfer].  Whenever any Warrant\nCertificates are so surrendered for exchange [or transfer], the Company shall\nexecute and an authorized officer of the Warrant Agent shall manually\nauthenticate and deliver to the person or persons entitled thereto a Warrant\nCertificate or Warrant Certificates as so requested.  The Warrant Agent shall\nnot be required to effect any exchange [or transfer] which would result in the\nissuance of a Warrant Certificate evidencing a fraction of a Warrant or a number\nof full Warrants and a fraction of a Warrant.  All Warrant Certificates issued\nupon any exchange [or transfer] of Warrant Certificates shall evidence the same\nobligations, and be entitled to the same benefits under this Agreement, as the\nWarrant Certificates surrendered for such exchange [or transfer].\n\n          Section 4.2  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT\nCERTIFICATES.  If any mutilated Warrant Certificate is surrendered to the\nWarrant Agent, the Company shall execute and an officer of the Warrant Agent\nshall manually authenticate and deliver in exchange therefor a new Warrant\nCertificate of like tenor and bearing a number not contemporaneously\noutstanding.  If there shall be delivered to the Company and the Warrant Agent\n(i) evidence to their satisfaction of the destruction, loss or theft of any\nWarrant Certificate and of the ownership thereof and (ii) such security or\nindemnity as may be required by them to save each of them and any agent of\neither of them harmless, then, in the absence of notice to the Company or the\nWarrant Agent that such Warrant Certificate has been acquired by a bona fide\npurchaser, the Company shall execute and upon its request an officer of the\nWarrant Agent shall manually authenticate and deliver, in lieu of any such\ndestroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like\ntenor and bearing a number not contemporaneously outstanding.  Upon the issuance\nof any new Warrant Certificate under this Section, the Company may require the\npayment of a sum sufficient to cover any tax or other governmental charge that\nmay be imposed in relation thereto and any other expenses (including the fees\nand expenses of the Warrant Agent) connected therewith.  Every new Warrant\nCertificate issued pursuant to this Section in lieu of any destroyed, lost or\nstolen Warrant Certificate shall evidence an original additional contractual\nobligation of the Company, whether or not the destroyed,\n\n\n                                       12\n\n\n\n\nlost or stolen Warrant Certificate shall be at any time enforceable by anyone,\nand shall be entitled to all the benefits of this Agreement equally and\nproportionately with any and all other Warrant Certificates duly issued\nhereunder.  The provisions of this Section are exclusive and shall preclude (to\nthe extent lawful) all other rights and remedies with respect to the replacement\nor payment of mutilated, destroyed, lost or stolen Warrant Certificates.\n\n          Section 4.3  PERSONS DEEMED OWNERS.  [IF OFFERED SECURITIES AND\nWARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,\nthe Company, the Warrant Agent and all other persons may treat the owner of any\nOffered Security as the owner of the Warrant Certificates initially attached\nthereto for any purpose and as the person entitled to exercise the rights\nrepresented by the Warrants evidenced by such Warrant Certificates, any notice\nto the contrary notwithstanding.  After the Detachable Date, and] Prior to due\npresentment of a Warrant Certificate for registration of transfer, the Company,\nthe Warrant Agent and all other persons may treat the Holder as the owner\nthereof for any purpose and as the person entitled to exercise the rights\nrepresented by the Warrants evidenced thereby, any notice to the contrary\nnotwithstanding.\n\n          Section 4.4  CANCELLATION OF WARRANT CERTIFICATES.  Any Warrant\nCertificate surrendered for exchange[, transfer] or exercise of the Warrants\nevidenced thereby shall, if surrendered to the Company, be delivered to the\nWarrant Agent, and all Warrant Certificates surrendered or so delivered to the\nWarrant Agent shall be promptly cancelled by it and shall not be reissued and,\nexcept as expressly permitted by this Agreement, no Warrant Certificate shall be\nissued hereunder in lieu or in exchange thereof.  The Company may at any time\ndeliver to the Warrant Agent for cancellation any Warrant Certificates\npreviously issued hereunder which the Company may have acquired in any manner\nwhatsoever, and all Warrant Certificates so delivered shall be promptly\ncancelled by the Warrant Agent.  All cancelled Warrant Certificates held by the\nWarrant Agent shall be destroyed by it unless by written order the Company\nrequests their return to it.\n\n\n\n                                       13\n\n\n\n\n                                    ARTICLE V\n\n                       OTHER PROVISIONS RELATING TO RIGHTS\n                       OF HOLDERS OF WARRANT CERTIFICATES\n\n          Section 5.1  NO RIGHTS AS STOCKHOLDERS CONFERRED BY WARRANTS OR\nWARRANT CERTIFICATES.  No Warrant Certificate or Warrant evidenced thereby shall\nentitle the Holder thereof to any of the rights of a stockholder, including,\nwithout limitation, the right to receive dividends.\n\n          Section 5.2  HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.\nNotwithstanding any of the provisions of this Agreement, any Holder of any\nWarrant Certificate, without the consent of the Warrant Agent, any stockholder\nor the Holder of any other Warrant Certificate, may, on its own behalf and for\nits own benefit, enforce, and may institute and maintain any suit, action or\nproceeding against the Company suitable to enforce or otherwise in respect of\nits right to exercise the Warrant or Warrants evidenced by his or her Warrant\nCertificate in the manner provided in the Warrant Certificates and in this\nAgreement.\n\n                                   ARTICLE VI\n\n                          CONCERNING THE WARRANT AGENT\n\n          Section 6.1  WARRANT AGENT.  The Company hereby appoints ____________\nas Warrant Agent of the Company in respect of the Warrants and the Warrant\nCertificates upon the terms and subject to the conditions herein set forth, and\n___________ hereby accepts such appointment.  The Warrant Agent shall have the\npower and authority granted to and conferred upon it in the Warrant Certificates\nand hereby and such further power and authority to act on behalf of the Company\nas the Company may hereafter grant to or confer upon it.  All of the terms and\nprovisions with respect to such power and authority contained in the Warrant\nCertificates are subject to and governed by the terms and provisions hereof.\n\n          Section 6.2  CONDITIONS OF WARRANT AGENT'S OBLIGATIONS.  The Warrant\nAgent accepts its obligations herein set forth, upon the terms and conditions\nhereof, including the following, to all of which the Company agrees and to all\nof which the rights hereunder of the Holders from time to time of the Warrant\nCertificates shall be subject:\n\n\n                                       14\n\n\n\n\n               (a)  COMPENSATION AND INDEMNIFICATION.  The Company agrees\npromptly to pay the Warrant Agent the compensation to be agreed upon with the\nCompany for all services rendered by the Warrant Agent and to reimburse the\nWarrant Agent for reasonable out-of-pocket expenses (including reasonable\ncounsel fees) incurred by the Warrant Agent in connection with the services\nrendered hereunder by the Warrant Agent.  The Company also agrees to indemnify\nthe Warrant Agent for, and hold it harmless against, any loss, liability or\nexpense incurred without negligence or bad faith on the part of the Warrant\nAgent, arising out of or in connection with its acting as such Warrant Agent\nhereunder, including the reasonable costs and expenses of defending itself\nagainst any claim or liability in connection with the exercise or performance at\nany time of its powers or duties hereunder.  The obligations of the Company\nunder this subsection (a) shall survive the exercise of the Warrant Certificates\nand the resignation or removal of the Warrant Agent.\n\n               (b)  AGENT FOR THE COMPANY.  In acting under this Warrant\nAgreement and in connection with the Warrant Certificates, the Warrant Agent is\nacting solely as agent of the Company and does not assume any obligation or\nrelationship of agency or trust for or with any of the owners or holders of the\nWarrant Certificates.\n\n               (c)  COUNSEL.  The Warrant Agent may consult with counsel, which\nmay include counsel for the Company, and the written advice of such counsel\nshall be full and complete authorization and protection in respect of any action\ntaken, suffered, or omitted by it hereunder in good faith and in reliance\nthereon.\n\n               (d)  DOCUMENTS.  The Warrant Agent shall be protected and shall\nincur no liability for or in respect of any action taken or omitted by it in\nreliance upon any notice, direction, consent, certificate, affidavit, statement\nor other paper or document reasonably believed by it to be genuine and to have\nbeen presented or signed by the proper parties.\n\n               (e)  CERTAIN TRANSACTIONS.  The Warrant Agent, any of its\nofficers, directors and employees, or any other agent of the Company, in its\nindividual or any other capacity, may become the owner of, or acquire any\ninterest in, any Warrant Certificates, with the same rights that it would have\nif it were not such Warrant Agent, officer, director, employee or other agent,\nand, to the extent permitted by applicable law, it may engage or be interested\nin any financial or other transaction with the Company and may act on, or as\ndepositary,\n\n\n                                       15\n\n\n\n\ntrustee or agent for, any committee or body of holders of securities or other\nobligations of the Company as freely as if it were not such Warrant Agent,\nofficer, director, employee or other agent.\n\n               (f)  NO LIABILITY FOR INTEREST.  The Warrant Agent shall not be\nunder any liability for interest on any monies at any time received by it\npursuant to any of the provisions of this Agreement or of the Warrant\nCertificates unless otherwise agreed to in writing by the Company and the\nWarrant Agent and except for the negligence of the Warrant Agent.\n\n               (g)  NO LIABILITY FOR INVALIDITY.  The Warrant Agent shall not\nincur any liability with respect to the validity of this Agreement or any of the\nWarrant Certificates.\n\n               (h)  NO RESPONSIBILITY FOR REPRESENTATIONS.  The Warrant Agent\nshall not be responsible for any of the Recitals or representations contained\nherein or in the Warrant Certificates (except as to the Warrant Agent's\nCertificate of Authentication thereon), all of which are made solely by the\nCompany.\n\n               (i)  NO IMPLIED OBLIGATIONS.  The Warrant Agent shall be\nobligated to perform such duties as are herein and in the Warrant Certificates\nspecifically set forth and no implied duties or obligations shall be read into\nthis Agreement or the Warrant Certificates against the Warrant Agent.  The\nWarrant Agent shall not be under any obligation to take any action hereunder\nwhich may tend to involve it in any expense or liability, the payment of which\nwithin a reasonable time is not, in its reasonable opinion, assured to it.  The\nWarrant Agent shall not be accountable or under any duty or responsibility for\nthe use by the Company of any of the Warrant Certificates authenticated by the\nWarrant Agent and delivered by it to the Company pursuant to this Agreement or\nfor the application by the Company of the proceeds of the Warrant Certificates\nor any exercise of the Warrants evidenced thereby.  The Warrant Agent shall have\nno duty or responsibility in case of any default by the Company in the\nperformance of its covenants or agreements contained herein or in the Warrant\nCertificates or in the case of the receipt of any written demand from a Holder\nof a Warrant Certificate with respect to such default, including, without\nlimiting the generality of the foregoing, any duty or responsibility to initiate\nor attempt to initiate any proceedings at law or otherwise or, except as\nprovided in Section 7.4 hereof, to make any demand upon the Company.\n\n\n                                       16\n\n\n\n\n          Section 6.3  RESIGNATION, REMOVAL AND ASSIGNMENT OF SUCCESSOR.  (a)\nThe Company agrees, for the benefit of the Holders from time to time of the\nWarrant Certificates, that there shall at all times be a Warrant Agent hereunder\nuntil all of the Warrant Certificates are no longer exercisable.\n\n               (b)  The Warrant Agent may at any time resign as such agent by\ngiving written notice to the Company of such intention on its part, specifying\nthe date on which it desires its resignation to become effective; provided that,\nwithout the consent of the Company, such date shall not be less than three\nmonths after the date on which such notice is given.  The Warrant Agent\nhereunder may be removed at any time by the filing with it of an instrument in\nwriting signed by or on behalf of the Company and specifying such removal and\nthe date on which the Company expects such removal to become effective.  Such\nresignation or removal shall take effect upon the appointment by the Company of\na successor Warrant Agent (which shall be a bank or trust company organized and\ndoing business under the laws of the United States of America, any State thereof\nor the District of Columbia and authorized under such laws to exercise corporate\ntrust powers) by an instrument in writing filed with such successor Warrant\nAgent and the acceptance of such appointment by such successor Warrant Agent\npursuant to Section 6.3(d).\n\n               (c)  In case at any time the Warrant Agent shall resign, or be\nremoved, or shall become incapable of acting, or shall be adjudged a bankrupt or\ninsolvent, or shall file a voluntary petition in bankruptcy or make an\nassignment for the benefit of its creditors or consent to the appointment of a\nreceiver or custodian of all or any substantial part of its property, or shall\nadmit in writing its inability to pay or meet its debts as they mature, or if a\nreceiver or custodian of it or of all or any substantial part of its property\nshall be appointed, or if an order of any court shall be entered approving any\npetition filed by or against it under the provisions of any applicable\nbankruptcy or similar law, or if any public officer shall have taken charge or\ncontrol of the Warrant Agent or of its property or affairs, a successor Warrant\nAgent, qualified as aforesaid, shall be appointed by the Company by an\ninstrument in writing filed with the successor Warrant Agent.  Upon the\nappointment as aforesaid of a successor Warrant Agent and acceptance by the\nlatter of such appointment, the Warrant Agent so superseded shall cease to be\nthe Warrant Agent hereunder.\n\n               (d)  Any successor Warrant Agent appointed hereunder shall\nexecute, acknowledge and deliver to its predecessor and to the Company an\ninstrument accepting such appointment hereunder, and thereupon such successor\n\n\n                                       17\n\n\n\n\nWarrant Agent, without any further act, deed or conveyance, shall become vested\nwith all the authority, rights, powers, trusts, immunities, duties and\nobligations of such predecessor with like effect as if originally named as\nWarrant Agent hereunder, and such predecessor, upon payment of its charges and\ndisbursements then unpaid, shall thereupon become obligated to transfer, deliver\nand pay over, and such successor Warrant Agent shall be entitled to receive, all\nmonies, securities and other property on deposit with or held by such\npredecessor, as Warrant Agent hereunder.\n\n               (e)  Any corporation into which the Warrant Agent hereunder may\nbe merged or converted or any corporation with which the Warrant Agent may be\nconsolidated, or any corporation resulting from any merger, conversion or\nconsolidation to which the Warrant Agent shall be a party, or any corporation\nsucceeding to all or substantially all of the corporate trust business of the\nWarrant Agent, provided that it shall be qualified as aforesaid, shall be the\nsuccessor Warrant Agent under this Agreement without the execution or filing of\nany paper or any further act on the part of any of the parties hereto.\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\n          Section 7.1  CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,\nLEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.  The Company may\nconsolidate with, or sell or convey all or substantially all of its assets to,\nor merge with or into any other corporation, provided that in any such case,\neither the Company shall be the continuing corporation, or the corporation (if\nother than the Company) formed by such consolidation or into which the Company\nis merged or the corporation which acquired by purchase or conveyance all or\nsubstantially all of the assets of the Company shall expressly assume the\nobligations of the Company hereunder.\n\n          Section 7.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.  In case of\nany such consolidation, merger, sale, lease or conveyance and upon any such\nassumption by the successor corporation, such successor corporation shall\nsucceed to and be substituted for the Company, with the same effect as if it had\nbeen named herein, and the predecessor corporation, except in the event of a\nlease, shall be relieved of any further obligation under this Agreement and the\nWarrants.  Such successor corporation thereupon may cause to be signed, and may\n\n                                       18\n\n\n\n\nissue either in its own name or in the name of the Company, any or all of the\nshares of Preferred Stock issuable pursuant to the terms hereof.\n\n          Section 7.3  AMENDMENT.  This Agreement may be amended by the parties\nhereto, without the consent of the Holder of any Warrant Certificate, for the\npurpose of curing any ambiguity, or curing, correcting or supplementing any\ndefective provision contained herein, or making such provisions in regard to\nmatters or questions arising under this Agreement as the Company may deem\nnecessary or desirable; provided that such action shall not adversely affect the\ninterests of the Holders of the Warrant Certificates in any material respect.\nAny amendment or supplement to this Agreement or the Warrants that has a\nmaterial adverse effect on the interests of Holders of any series of Warrants\nshall require the written consent of the Holders of a majority of the then\noutstanding Warrants of such series.  The consent of each Holder of a Warrant\naffected shall be required for any amendment pursuant to which the Warrant Price\nwould be increased or the number of shares of Preferred Stock purchasable upon\nexercise of Warrants would be decreased.  The Warrant Agent may, but shall not\nbe obligated to, enter into any amendment to this Agreement which affects the\nWarrant Agent's own rights, duties or immunities under this Agreement or\notherwise.\n\n          Section 7.4  NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT.  If\nthe Warrant Agent shall receive any notice or demand addressed to the Company by\nthe Holder of a Warrant Certificate pursuant to the provisions of the Warrant\nCertificates, the Warrant Agent shall promptly forward such notice or demand to\nthe Company.\n\n          Section 7.5  NOTICES TO WARRANTHOLDERS.  Upon any adjustment of the\nnumber of shares purchasable upon exercise of each Warrant, the Exercise Price\nor the number of Warrants outstanding pursuant to Section 3.2, the Company\nwithin _______ calendar days thereafter shall (i) cause to be filed with the\nWarrant Agent a certificate of a firm of independent public accountants of\nrecognized standing selected by the Company (who may be the regular auditors of\nthe Company) setting forth the Exercise Price and either the number of shares of\nPreferred Stock and other securities or assets purchasable upon exercise of each\nWarrant or the additional number of Warrants to be issued for each previously\noutstanding Warrant, as the case may be, after such adjustment and setting forth\nin reasonable detail the method of calculation and the facts upon which such\nadjustment are made, which certificate shall be conclusive evidence of the\ncorrectness of the matters set forth therein, and (ii) cause to be given to each\nof\n\n\n                                       19\n\n\n\n\nthe registered holders of the Warrant Certificates at such holder's address\nappearing on the Warrant Register written notice of such adjustments by first-\nclass mail, postage prepaid.  Where appropriate, such notice may be given in\nadvance and included as part of the notice required to be mailed under the\nprovisions of this Section 7.5.\n\n          Pursuant to Sections 3.1 [add other sections as applicable], the\nCompany shall cause written notice of such Call Price, Call Date and Call Terms\n[reference other items as applicable], as the case may be, to be given as soon\nas practicable to the Warrant Agent and to each of the registered holders of the\nWarrant Certificates by first class mail, postage prepaid, at such holder's\naddress appearing on the Warrant Register.  In addition to the written notice\nreferred to in the preceding sentence, the Company shall make a public\nannouncement in a daily morning newspaper of general circulation in __________\nof such Call Price, Call Date, and Call Terms [reference other items as\napplicable], as the case may be, at least once a week for two successive weeks\nprior to the implementation of such terms.\n\n          If:\n\n               (a)  the Company shall declare any dividend payable in any\nsecurities upon its shares of Preferred Stock or make any distribution (other\nthan a cash dividend) to the holders of its shares of Preferred Stock; or\n\n               (b)  the Company shall offer to the holders of its shares of\nPreferred Stock any additional shares of Preferred Stock or securities\nconvertible into shares of Preferred Stock or any right to subscribe thereto; or\n\n               (c)  there shall be a dissolution, liquidation or winding up of\nthe Company (other than in connection with a consolidation, merger, or sale of\nall substantially all of its property, assets, and business as an entirety);\n\nthen the Company shall (i) cause written notice of such event to be filed with\nthe Warrant Agent and shall cause written notice of such event to be given to\neach of the registered holders of the Warrant Certificates at such holder's\naddress appearing on the Warrant Register, by first-class mail, postage prepaid,\nand (ii) make a public announcement in a daily newspaper of general circulation\nin ___________________ of such event, such giving of notice and publication to\nbe completed at least ________ calendar days prior to the date fixed as a record\ndate or the date of closing the transfer books for the determination of the\nstockholders\n\n                                       20\n\n\n\n\nentitled to such dividend, distribution, or subscription rights, or\nfor the determination of stockholders entitled to vote on such proposed\ndissolution, liquidation or winding up.  Such notice shall specify such record\ndate or the date of closing the transfer books, as the case may be.  The failure\nto give the notice required by this Section 7.5 or any defect therein shall not\naffect the legality or validity of any distribution, right, warrant,\ndissolution, liquidation or winding up or the vote upon or any other action\ntaken in connection therewith.\n\n          Section 7.6  ADDRESSES.  Any communications from the Company to the\nWarrant Agent with respect to this Agreement shall be addressed to\n_______________, Attention:  ________________, and any communications from the\nWarrant Agent to the Company with respect to this Agreement shall be addressed\nto DC Holdco, Inc., c\/o The Walt Disney Company, 500 South Buena Vista Street,\nBurbank, California  91521, Attention:  Corporate Secretary (or such other\naddress as shall be specified in writing by the Warrant Agent or by the\nCompany).\n\n          Section 7.7  GOVERNING LAW.  This Agreement and each Warrant\nCertificate issued hereunder shall be governed by and construed in accordance\nwith the laws of the State of New York.\n\n          Section 7.8  DELIVERY OF PROSPECTUS.  The Company will furnish to the\nWarrant Agent sufficient copies of a prospectus, appropriately supplemented,\nrelating to the Preferred Stock (the \"Prospectus\"), and the Warrant Agent agrees\nthat upon the exercise of any Warrant Certificate, the Warrant Agent will\ndeliver to the person designated to receive a certificate representing shares of\nPreferred Stock, prior to or concurrently with the delivery of such Securities,\na Prospectus.\n\n          Section 7.9  OBTAINING OF GOVERNMENTAL APPROVALS.  The Company will\nfrom time to time take all action which may be necessary to obtain and keep\neffective any and all permits, consents and approvals of governmental agencies\nand authorities and securities acts filings under United States Federal and\nState laws (including, without limitation, to the extent required, the\nmaintenance of the effectiveness of a registration statement in respect of the\nPreferred Stock under the Securities Act of 1933, as amended), which may be or\nbecome required in connection with exercise of the Warrant Certificates and the\noriginal issuance and delivery of the Preferred Stock.\n\n          Section 7.10  PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT.  Nothing\nin this Agreement expressed or implied and nothing that may be inferred\n\n\n                                       21\n\n\n\n\nfrom any of the provisions herein is intended, or shall be construed, to confer\nupon, or give to, any person or corporation other than the Company, the Warrant\nAgent and the Holders of the Warrant Certificates any right, remedy or claim\nunder or by reason of this Agreement or of any covenant, condition, stipulation,\npromise or agreement hereof; and all covenants, conditions, stipulations,\npromises and agreements contained in this Agreement shall be for the sole and\nexclusive benefit of the Company and the Warrant Agent and their successors and\nof the Holders of the Warrant Certificates.\n\n          Section 7.11  HEADINGS.  The Article and Section headings herein and\nthe Table of Contents are for convenience of reference only and shall not affect\nthe construction hereof.\n\n          Section 7.12  COUNTERPARTS.  This Agreement may be executed in any\nnumber of counterparts, each of which so executed shall be deemed to be an\noriginal; but such counterparts shall together constitute but one and the same\ninstrument.\n\n          Section 7.13  INSPECTION OF AGREEMENT.  A copy of this Agreement shall\nbe available at all reasonable times at the principal corporate trust office of\nthe Warrant Agent [and at ___________] for inspection by the Holder of any\nWarrant Certificate.  The Warrant Agent may require such Holder to submit its\nWarrant Certificate for inspection by it.\n\n\n\n\n                                       22\n\n\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed, and their respective corporate seal to be hereunto affixed and\nattested, all as of the day and year first above written.\n\n\n                              DC HOLDCO, INC.\n\n\n\n                              By: ____________________________________\n\n[SEAL]\n\nAttest\n\n\n______________________________\n[Assistant] Secretary\n\n\n[SEAL] Attest:\n\n\n[Assistant] Secretary\n\n                              [NAME OF WARRANT AGENT]\n\n\n                              By: __________________________\n\n\n\n[SEAL]\n\nAttest:\n\n\n________________________\n[Assistant] Secretary\n\n\n\n                                       23\n\n\n\n                                                                       EXHIBIT A\n\n\n                          [FORM OF WARRANT CERTIFICATE]\n                                     [Face]\n\n\n\n\n\n                                     \n     FORM OF LEGEND IF OFFERED          [Prior to ___________, this\n     SECURITIES WITH WARRANTS           Warrant Certificate may be\n     WHICH ARE NOT IMMEDIATELY          transferred or exchanged if\n     DETACHABLE                         and only if the [Title of\n                                        Security] to which it was\n                                        initially attached is so\n                                        transferred or exchanged.]\n\n     FORM OF LEGEND IF WARRANTS         [Prior to\n     ARE NOT IMMEDIATELY EXER-          _________________, Warrants\n     CISABLE                            evidenced by this Warrant\n                                        Certificate cannot be exer-\n                                        cised.]\n\n\n                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT\n                            AGENT AS PROVIDED HEREIN\n\nVOID AFTER THE CLOSE OF BUSINESS ON ____________, 199__\n\n                                 DC HOLDCO, INC.\n\n                        Warrant Certificate representing\n                              Warrants to purchase\n                                 Preferred Stock\n                              as described herein.\n                               ___________________\n\nNo.                                                          __________ Warrants\n\n          This certifies that __________ or registered assigns is the registered\nowner of the above indicated number of Warrants, each Warrant entitling such\nregistered owner to purchase, at any time [after the close of business on\n_________, 19__, and] on or before the close of business on ________, 19__, one\nshare of the [designation of Preferred Stock] (\"Preferred stock\") of DC\n\n\n                                       A-1\n\n\n\n\nHoldco, Inc. (the \"Company\"), on the following basis.*  During such period, each\nWarrant shall entitle the Holder thereof, subject to the provisions of the\nWarrant Agreement (as defined below), to purchase from the Company one share of\nPreferred Stock at the exercise price of $ ________ (the \"Exercise Price\").  The\nHolder of this Warrant Certificate may exercise the Warrants evidenced hereby,\nin whole or in part, by surrendering this Warrant Certificate, with the purchase\nform set forth hereon duly completed, accompanied by payment in full, in lawful\nmoney of the United States of America, [in cash or by certified check or\nofficial bank check in New York Clearing House funds or by bank wire transfer in\nimmediately available funds], the Exercise Price for each Warrant exercised, to\nthe Warrant Agent (as hereinafter defined), at the corporate trust office of\n[name of Warrant Agent], or its successor, as warrant agent (the \"Warrant\nAgent\") [or at ________], the addresses specified on the reverse hereof and upon\ncompliance with and subject to the conditions set forth herein and in the\nWarrant Agreement.\n\n          The term \"Holder\" as used herein shall mean [IF OFFERED DEBT\nSECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- prior to\n________, 19__ (the \"Detachable Date\"), the registered owner of the Company's\n[title of Offered Securities] to which such Warrant Certificate was initially\nattached, and after such Detachable Date,] the person in whose name at the time\nsuch Warrant Certificate shall be registered upon the books to be maintained by\nthe Warrant Agent for that purpose pursuant to Section 4.1 of the Warrant\nAgreement.\n\n          Any whole number of Warrants evidenced by this Warrant Certificate may\nbe exercised to purchase shares of Preferred Stock.  Upon any exercise of fewer\nthan all of the Warrants evidenced by this Warrant Certificate, there shall be\nissued to the registered owner hereof a new Warrant Certificate evidencing the\nnumber of Warrants remaining unexercised.\n\n          This Warrant Certificate is issued under and in accordance with the\nWarrant Agreement dated as of ________, 19__ (the \"Warrant Agreement\"), between\nthe Company and the Warrant Agent and is subject to the terms and provisions\ncontained in the Warrant Agreement, to all of which terms and\n\n\n__________________________\n*    Complete and modify the following provisions as appropriate to reflect the\n     terms of the Warrants.\n\n\n                                       A-2\n\n\n\n\nprovisions the holder of this Warrant Certificate consents by acceptance hereof.\nCopies of the Warrant Agreement are on file at the above-mentioned office of the\nWarrant Agent [and at ________].\n\n          [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE--prior to ________, 19__ (the \"Detachable Date\"), this Warrant\nCertificate may be exchanged or transferred only together with the [title of\nOffered Security] (the \"Offered Security\") to which this Warrant Certificate was\ninitially attached, and only for the purpose of effecting, or in conjunction\nwith, an exchange or transfer of such Offered Security.  Additionally, on or\nprior to the Detachable Date, each transfer of such Offered Security on the\nregister of the Offered Securities shall operate also to transfer this Warrant\nCertificate.  After the Detachable Date, this] [IF OFFERED DEBT SECURITIES WITH\nWARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE--This] Warrant\nCertificate and all rights hereunder, may be transferred when surrendered at the\ncorporate trust office of the Warrant Agent [or ________] by the registered\nowner or his assigns, in person or by an attorney duly authorized in writing, in\nthe manner and subject to the limitations provided in the Warrant Agreement.\n\n          [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE--Except as provided in the immediately preceding paragraph, after]\n[IF OFFERED DEBT SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR\nWARRANTS ALONE-After] authentication by the Warrant Agent and prior to the\nexpiration of this Warrant Certificate, this Warrant Certificate may be\nexchanged at the corporate trust office of the Warrant Agent [or at\n______________________] for Warrant Certificates representing the same aggregate\nnumber of Warrants.\n\n          This Warrant Certificate shall not entitle the registered owner hereof\nto any of the rights of a stockholder, including, without limitation, the right\nto receive dividends.\n\n          Reference is hereby made to the further provisions of this Warrant\nCertificate set forth on the reverse hereof, which further provisions shall for\nall purposes have the same effect as if set forth at this place.\n\n          This Warrant Certificate shall not be valid obligatory for any purpose\nuntil authenticated by the Warrant Agent.\n\n\n                                       A-3\n\n\n\n\n          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to\nbe duly executed under its corporate seal.\n\n\nDated: _______________________\n\n\n\n                                   DC HOLDCO, INC.\n\n\n                                   By: _______________________________\n\n\nAttest:\n\n\n_____________________________\nCertificate of Authentication\n\n\n          This is one of the Warrant Certificates referred to in the within-\nmentioned Warrant Agreement.\n\n\n_____________________________\n     As Warrant Agent\n\n\nBy: _________________________\n     Authorized Signature\n\n\n\n\n\n                                       A-4\n\n\n\n\n                          [FORM OF WARRANT CERTIFICATE]\n                                    [REVERSE]\n                     (Instructions for Exercise of Warrants)\n\n\n          To exercise any Warrants evidenced hereby, the Holder of this Warrant\nCertificate must pay [in cash or by certified check or official bank check in\nNew York Clearing House funds or by bank wire transfer in immediately available\nfunds], the Exercise Price in full for each of the Warrants exercised, to\n_________, Corporate Trust Department, ____________, Attn:  [or ____________],\nwhich payment should specify the name of the Holder of this Warrant Certificate\nand the number of Warrants exercised by such Holder.  In addition, the Holder of\nthis Warrant Certificate should complete the information required below and\npresent in person or mail by registered mail this Warrant Certificate to the\nWarrant Agent at the addresses set forth below.\n\n\n\n                               [FORM OF EXERCISE]\n\n                   (To be executed upon exercise of Warrants.)\n\n\n          The undersigned hereby irrevocably elects to exercise Warrants,\nrepresented by this Warrant Certificate, to purchase ________ shares of the\n[designation of Preferred Stock] (\"Preferred Stock\") of DC Holdco, Inc. and\nrepresents that he or she has tendered payment for such shares of Preferred\nStock [in cash or by certified check or official bank check in New York Clearing\nHouse funds or by bank wire transfer in immediately available funds] to the\norder of DC Holdco, Inc., c\/o Treasurer, in the amount of $________ in\naccordance with the terms hereof.  The undersigned requests that said shares of\nPreferred Stock be registered in such names and delivered, all as specified in\naccordance with the instructions set forth below.\n\n          If said number of shares of Preferred Stock is less than all of the\nshares of Preferred Stock purchasable hereunder, the undersigned requests that a\nnew Warrant Certificate representing the remaining balance of the Warrants\nevidenced hereby be issued and delivered to the undersigned unless otherwise\nspecified in the instructions below.\n\n\n                                       A-5\n\n\n\n\n\nDated:\n\n                         Name ___________________________\n                                  (Please Print)\n\n_________________________\n(Insert Social Security\nor Other Identifying\nNumber of Holder)\n\n                              Address ________________________\n\n                              ________________________________\n\n                              ________________________________\n\n                              Signature (Signature must conform in all respects\n                              to name of holder as specified on the face of this\n                              Warrant Certificate and must bear a signature\n                              guarantee by a bank, trust company or member\n                              broker of the New York, Chicago or Pacific Stock\n                              Exchange.)\n\nThis Warrant may be exercised at the following addresses:\n\nBy hand at\n_______________________________\n\n                              _______________________________\n\n                              _______________________________\n\nBy mail at\n_______________________________\n\n                              _______________________________\n\n                              _______________________________\n\n                    (Instructions as to form and delivery of\n               certificates representing shares of Preferred Stock\n                          and\/or Warrant Certificates):\n\n\n                                       A-6\n\n\n\n\n                              [FORM OF ASSIGNMENT]\n\n                           (TO BE EXECUTED TO TRANSFER\n                            THE WARRANT CERTIFICATE)\n\n\n          FOR VALUE RECEIVED ____________________________ hereby sells, assigns\nand transfers unto\n\n\n\n                                   ___________________________________\n                                   Please print name and address\n                                   (including zip code)\n\nPlease insert social security or\nother identifying number\n\n\n______________________\n\n\n_________________________________________________________\nthe right represented by the within Warrant Certificate and does hereby\nirrevocably constitute and appoint __________, Attorney, to transfer said\nWarrant Certificate on the books of the Warrant Agent with full power of\nsubstitution.\n\nDated:\n\n                         ___________________________\n                                 Signature\n\n                         (Signature must conform in all respects to name of\n                         holder as specified on the face of this Warrant\n                         Certificate and must bear a signature guarantee by a\n                         bank, trust company or member broker of the New York,\n                         Chicago or Pacific Stock Exchange.)\n\nSignature Guaranteed:\n\n\n_________________________\n\n\n                                       A-7\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9560,9572],"class_list":["post-41036","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41036","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41036"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41036"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41036"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41036"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}