{"id":41321,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/standard-preferred-stock-warrant-agreement-viacom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"standard-preferred-stock-warrant-agreement-viacom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/standard-preferred-stock-warrant-agreement-viacom-inc.html","title":{"rendered":"Standard Preferred Stock Warrant Agreement &#8211; Viacom Inc."},"content":{"rendered":"<pre>\n                                   VIACOM INC.\n\n                          [VIACOM INTERNATIONAL INC.]*\n\n\n\n                        STANDARD PREFERRED STOCK WARRANT\n\n                              AGREEMENT PROVISIONS\n\n\n\n*   If co-issued by Viacom International, add the language in brackets \nrelating to Viacom International co-issuing the Warrants.\n\n\n                                       i\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                   Page\n                                                                   ----\n\nArticle 1 Issuance, Execution and Delivery of Warrant Certificates\n       \nSection 1.1 Issuance of Warrant Certificates...........................1\n\nSection 1.2 Execution and Delivery of Warrant Certificates.............2\n\nSection 1.3 Registration and Countersignature..........................4\n\nArticle 2 Warrant Price, Duration and Exercise of Warrant Certificates\n     \nSection 2.1 Warrant Price..............................................4\n\nSection 2.2 Duration of Warrant Certificates...........................5\n\nSection 2.3 Exercise of Warrant Certificates...........................5\n\nArticle 3 Other Provisions Relating to Rights of Holders of Warrant \nCertificates\n\nSection 3.1 No Rights as Securityholders Conferred by Warrant \nCertificates...........................................7\n\nSection 3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.7\n\nSection 3.3 Holder of Warrant Certificate May Enforce Rights.......8\n\nSection 3.4 Call of Warrants by the Company........................9\n\nSection 3.5 Optional Reduction of Warrant Price....................9\n\nSection 3.6 Reservation of Shares..................................10\n\nSection 3.7 [Intentionally omitted]................................11\n\nSection 3.8 Adjustment of Exercise Price and Number of Shares \nPurchasable or Number of Warrants......................11\n\nSection 3.9 Fractional Warrants and Fractional Shares..............16\n\nSection 3.10 Notices to Warrantholders.............................17\n\nArticle 4 Exchange and Transfer of Warrant Certificates\n             -------------------------------------------------------\n\nSection 4.1 Exchange and Transfer..................................19\n\n\n                                       ii\n\n\n    Section 4.2 Treatment of Holders of Warrant Certificates...........20\n\n    Section 4.3 Cancellation of Warrant Certificates...................21\n\n                     Article 5 Concerning the Warrant Agent\n                     --------------------------------------\n\n    Section 5.1 Warrant Agent..........................................21\n\n    Section 5.2 Conditions of Warrant Agent's Obligations..............22\n\n    Section 5.3 Registration and Appointment of Successor Warrant Agent.25\n\n                             Article 6 Miscellaneous\n                             -----------------------\n\n    Section 6.1 Supplements and Amendments.............................28\n\n    Section 6.2 Notices and Demands to the Company and Warrant Agent...28\n\n    Section 6.3 Addresses..............................................28\n\n    Section 6.4 Delivery of Prospectus.................................29\n\n    Section 6.5 Obtaining of Governmental Approvals....................29\n\n    Section 6.6 Persons Having Rights under Warrant Agreement..........29\n\n    Section 6.7 Headings...............................................30\n\n    Section 6.8 Counterparts...........................................30\n\n    Section 6.9 Inspection of Agreement................................30\n\n    Section 6.10 Governing Law.........................................30\n\n    Section 6.11 Successors............................................30\n\n    Section 6.12 Termination...........................................31\n\n\n                                      iii\n\n\n\n              From time to time, Viacom Inc., a Delaware corporation (the\n\"Company\") [, and Viacom International Inc., a Delaware corporation (the\n\"Co-Issuer\")], may enter into one or more warrant agreements that provide for\nthe issuance and sale of warrants (\"Warrants\") to purchase shares of the\nCompany's Preferred Stock, $0.01 par value [of which the redemption price and\nthe liquidation amount shall be guaranteed by the Co-Issuer] (\"Shares\"). The\nstandard provisions set forth herein may be included or incorporated by\nreference in any such warrant agreement (a \"Warrant Agreement\"). The Warrant\nAgreement, including the provisions incorporated therein by reference, is herein\nreferred to as this \"Agreement.\" The person named as the \"Warrant Agent\" in the\nfirst paragraph of the Warrant Agreement is herein referred to as the \"Warrant\nAgent.\" Unless otherwise defined in this Agreement or in the Warrant Agreement,\nas the case may be, terms defined in the Warrant Agreement are used herein as\ntherein defined and terms defined herein are used in the Warrant Agreement as\nherein defined.\n\n                                   Article 1\n\n            Issuance, Execution and Delivery of Warrant Certificates\n\n              Section 1.1 Issuance of Warrant Certificates. Each Warrant\nCertificate shall evidence one or more Warrants. Each Warrant evidenced thereby\nshall represent the right, subject to the provisions contained herein and\ntherein, to purchase such numbers of Shares as are set forth in the Warrant\nAgreement. The number of Warrants which may be issued and delivered under this\nAgreement is unlimited.\n\n              There shall be established in or pursuant to a resolution of the\nBoard of Directors of the Company or any duly authorized committee thereof or\nestablished in one or more warrant agreements supplemental hereto, prior to the\nissuance of any Warrants: the designation of such \n\n\n\nWarrants; if the Warrants are issued together as a unit with any other\nsecurities of the Company, the date after which the Warrants shall be freely\ntradable separately from such other securities (the \"Distribution Date\"); if the\nCompany may at its option or under circumstances described therein provide for\nan earlier Distribution Date; the expiration date, pursuant to Section 2.2; the\nexercise price and any form of consideration other than lawful money of the\nUnited States of America by which the exercise price may be paid pursuant to\nSection 2.1; the Call Price, Call Date and Call Terms pursuant to Section 3.4;\nthe limitations, if any, upon the Reduced Warrant Price and the Reduced Warrant\nPrice Period, pursuant to Section 3.5; the circumstances, if any, under which\nthe Exercise Price and the number of Shares purchasable upon the exercise of\neach Warrant and the number of Warrants outstanding are subject to adjustment\nand the manner of making any such adjustment.\n\n              Section 1.2 Execution and Delivery of Warrant Certificates. Each\nWarrant Certificate, whenever issued, shall be in registered form substantially\nin such form or forms as shall be established by the Company [and the Co-Issuer]\nfrom time to time pursuant to one or more resolutions of the Board of Directors\nof the Company [and the Co-Issuer] or in one or more warrant agreements\nsupplemental hereto, and in each case shall be dated as of the date of issuance\nthereof, and may have such letters, numbers or other marks of identification or\ndesignation and such legends or endorsements printed, lithographed or engraved\nthereon as the officers of the Company [and the Co-Issuer] executing the Warrant\nCertificate may approve (execution thereof to be conclusive evidence of such\napproval) and as are not inconsistent with the provisions of this Agreement, or\nas may be required to comply with (i) any law or with any rule or regulation\nmade pursuant thereto or (ii) any rule or regulation of any stock exchange on\nwhich the Warrant Certificates may be listed, or to conform to usage. The\nWarrant Certificates \n\n\n                                       2\n\n\nshall be signed on behalf of the Company by its Chairman of the Board of\nDirectors, its Chief Operating Officer, its President, its Chief Financial\nOfficer, a Vice President or its Treasurer and attested by its Secretary or\nAssistant Secretary. [The Warrant Certificates shall be signed on behalf of the\nCo-Issuer by its Chairman of the Board of Directors, its Chief Operating\nOfficer, its President, its Chief Financial Officer, a Vice President or its\nTreasurer and attested by its Secretary or Assistant Secretary.] Such signatures\nmay be manual or facsimile signatures of such authorized officers and may be\nimprinted or otherwise reproduced on the Warrant Certificates.\n\n              No Warrant Certificate shall be valid for any purpose, and no\nWarrant evidenced thereby shall be exercisable, until such Warrant Certificate\nhas been countersigned by the manual signature of the Warrant Agent. Such\nsignature by the Warrant Agent upon any Warrant Certificate executed by the\nCompany [and the Co-Issuer] shall be conclusive evidence that the Warrant\nCertificate so countersigned has been duly delivered hereunder.\n\n              If any officer of the Company [or of the Co-Issuer] who shall have\nsigned any of the Warrant Certificates either manually or by facsimile signature\nshall cease to be such officer before the Warrant Certificates so signed shall\nhave been countersigned and delivered to the Warrant Agent, such Warrant\nCertificates nevertheless may be countersigned and delivered as though the\nperson who signed such Warrant Certificates had not ceased to be such officer of\nthe Company [or of the Co-Issuer, as the case may be]. Any Warrant Certificate\nmay be signed on behalf of the Company [and the Co-Issuer] by such persons as,\nat the actual date of the execution of such Warrant Certificate, shall be the\nproper officers of the Company [and the Co-Issuer, respectively], although at\nthe date of the execution of this Agreement any such persons was not an officer.\n\n\n\n                                       3\n\n\n              Section 1.3 Registration and Countersignature. The Warrant Agent\nshall, upon receipt of Warrant Certificates, duly executed on behalf of the\nCompany [and the Co-Issuer], countersign the Warrant Certificates evidencing\nWarrants to purchase the number of Shares set forth in the Warrant Agreement and\nshall deliver such Warrant Certificates to the appropriate person or entity upon\nthe order of the Company [and the Co-Issuer]. After the original issuance of the\nWarrant Certificates, the Warrant Agent shall countersign a Warrant Certificate\nonly if the Warrant Certificate is issued in exchange or substitution for, or in\nconnection with the registration of transfer of, one or more previously\ncountersigned Warrant Certificates, as hereinafter provided. The Warrant\nCertificates shall not be valid for any purpose unless so countersigned.\n\n              The Warrant Agent's countersignature on all Warrants shall be in\nsubstantially the following form:\n\n              [NAME OF WARRANT AGENT],\n                   as Warrant Agent\n\n              By_________________________________\n                      Authorized Signatory\n\n                                   Article 2\n\n          Warrant Price, Duration and Exercise of Warrant Certificates\n\n              Section 2.1 Warrant Price. The exercise price of each Warrant and\nany other form of consideration other than lawful money of the United States of\nAmerica by which the exercise price may be paid shall be as set forth in the\nWarrant Agreement. The purchase price (including moneys and such other\nconsideration) of the Shares upon exercise of the Warrants is referred to in\nthis Agreement as the \"Warrant Price\" and is payable in full at the time of\nexercise.\n\n                                       4\n\n\n              Section 2.2 Duration of Warrant Certificates. Warrant Certificates\nmay be exercised in whole at any time, and in part from time to time, during the\nperiod set forth in the Warrant Agent (the \"Expiration Date\"). Each Warrant\nCertificate not exercised on or before the close of business on the Expiration\nDate shall become void, and all rights of the holder thereunder and under this\nAgreement shall cease.\n\n              Section 2.3 Exercise of Warrant Certificates.\n\n              (a) Prior to the Expiration Date, a Warrant Certificate, if\ncountersigned by the Warrant Agent, may be exercised in whole or in part by\nproviding certain information set forth on the reverse side of the Warrant\nCertificate and, unless otherwise provided pursuant to Section 2.1, by paying in\nfull (in cash or by certified or official bank check in New York Clearing House\nfunds or by bank wire transfer in immediately available funds), in United States\ndollars, the Warrant Price for the Shares as to which the Warrant Certificate is\nexercised, to the Warrant Agent at its corporate trust office at the address set\nforth in the Warrant Agreement. The payment must specify the name of the holder\nand the number of Warrants exercised by such holder. Warrants will be deemed to\nhave been exercised upon receipt by the Warrant Agent of the Warrant Price and\nthe Warrant Certificate properly completed and duly executed by the registered\nholder or holders thereof or by the duly appointed legal representative thereof\nor by a duly authorized attorney, such signature to be guaranteed (under the\nMedallion Program) by a bank or trust company, by a broker or dealer which is a\nmember of the National Association of Securities Dealers, Inc. (\"NASD\") or by a\nmember of a national securities exchange. If the Warrant Agent receives moneys\nin payment of the Warrant Price, the Warrant Agent shall deposit all funds\nreceived by it in the account of the Company maintained with it for such\npurpose. If the Warrant Agent receives consideration other than moneys for\nWarrants, the \n\n\n\n                                       5\n\n\nWarrant Agent shall deliver such consideration directly to the Company. In\neither case, the Warrant Agent shall advise the Company [and the Co-Issuer] by\ntelex or telecopy at the end of each day as to the Warrant Certificates that\nhave been exercised and the amount of moneys deposited to its account or the\ntype and amount of other consideration to be delivered to it.\n\n              (b) The Warrant Agent shall, from time to time, as promptly as\npracticable, advise the Company [and the Co-Issuer] of (i) the number of\nWarrants exercised, (ii) the instructions of each holder of the Warrant\nCertificates evidencing such Warrants with respect to delivery of the Shares to\nwhich such holder is entitled upon such exercise, (iii) delivery of Warrant\nCertificates evidencing the balance, if any, of the Warrants remaining after\nsuch exercise and (iv) such other information as the Company [and the Co-Issuer]\nshall reasonably require.\n\n              (c) As soon as practicable after receipt of payment of the Warrant\nPrice and the Warrant Certificate properly completed and duly executed at the\ncorporate trust office of the Warrant Agent, the Company shall issue or deliver,\nupon the order of the holder of such Warrant Certificate, the Shares in\nauthorized denominations to which such holder is entitled, in fully registered\nform in such name or names as maybe directed by such holder, and if such Warrant\nCertificate was not exercised in full, upon request of the holder a new Warrant\nCertificate evidencing the number of Warrants remaining unexercised shall be\nissued if sufficient time remains prior to the Expiration Date. [Simultaneously,\nthe Co-Issuer shall enter into a Preferred Stock Guarantee Agreement with\nrespect to the Shares to which such holder is entitled, and if such Warrant\nCertificate was not exercised in full, upon request of the holder, shall execute\nand deliver together with the Company the above-mentioned new Warrant\nCertificate evidencing the \n\n\n                                       6\n\n\nnumber of Warrants remaining unexercised shall be issued if sufficient time\nremains prior to the Expiration Date.]\n\n              (d) The Company [and the Co-Issuer] shall not be required to\npay any tax or taxes which may be payable in respect of any transfer involved in\nthe issue of any Warrant Certificates or any certificates for Shares in a name\nother than the registered holder of a Warrant Certificate surrendered upon the\nexercise of a Warrant, and the Company [and the Co-Issuer] shall not be required\nto issue or deliver such certificates unless or until the person or persons\nrequesting the issuance thereof shall have paid to the Company [and the\nCo-Issuer] the amount of such tax or shall have established to the satisfaction\nof the Company [and the Co-Issuer] that such tax has been paid.\n\n                                    Article 3\n\n                     Other Provisions Relating to Rights of\n                        Holders of Warrant Certificates\n\n              Section 3.1 No Rights as Securityholders Conferred by Warrant\nCertificates. No Warrant Certificate shall entitle the holder thereof to any of\nthe rights of a stockholder of the Company, [or to any rights to guarantee\npayments by the Co-Issuer] including the right to receive the payment of\ndividends on or vote the Shares.\n\n              Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant\nCertificates. Upon receipt by the Company [, the Co-Issuer] and the Warrant\nAgent of evidence reasonably \n\n\n                                       7\n\n\nsatisfactory to them of the ownership and the loss, theft, destruction or\nmutilation of the Warrant Certificate, and of such security or indemnity as may\nbe required by them to save each of them harmless, and, in the case of\nmutilation, upon surrender thereof to the Warrant Agent for cancellation, then,\nin the absence of notice to the Company [, the Co-Issuer] or the Warrant Agent\nthat such Warrant Certificate has been acquired by a bona fide purchaser, the\nCompany [and the Co-Issuer] shall execute, and an authorized officer of the\nWarrant Agent shall manually countersign and deliver, in exchange for or in lieu\nof the lost, stolen or destroyed or mutilated Warrant Certificate, a new Warrant\nCertificate of the same tenor and for a like number of Warrants. Upon the\nissuance of any new Warrant Certificate under this Section, the Company [and the\nCo-Issuer] may require the payment of a sum sufficient to cover any tax or other\ngovernmental charge that may be imposed in relation thereto and any other\nexpense (including the fees and expenses of the Warrant Agent) in connection\ntherewith. Every substitute Warrant Certificate executed and delivered pursuant\nto this Section in lieu of any lost, stolen or destroyed Warrant Certificate\nshall constitute an additional contractual obligation of the Company [and the\nCo-Issuer], whether or not the lost, stolen or destroyed Warrant Certificate\nshall be at any time enforceable by anyone, and shall be entitled to the\nbenefits of this Agreement equally and proportionately with any and all other\nWarrant Certificates duly executed and delivered hereunder. The provisions of\nthis Section are exclusive and shall preclude (to the extent lawful) any and all\nother rights or remedies with respect to the replacement of mutilated, lost,\nstolen or destroyed Warrant Certificates.\n\n              Section 3.3 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, the holder of any\nShares or the holder of any other Warrant \n\n\n                                       8\n\n\nCertificate, may, in his or her own behalf and for his or her own benefit,\nenforce, and may institute and maintain any action or proceeding against the\nCompany [and the Co-Issuer] to enforce or otherwise in respect of, his or her\nright to exercise his or her Warrant Certificate in the manner provided in his\nor her Warrant Certificate and in his or her Agreement.\n\n              Section 3.4 Call of Warrants by the Company. If so provided in the\nWarrant Agreement, the Company shall have the right to call and repurchase any\nor all Warrants at the price (the \"Call Price\") and on or after the date (the\n\"Call Date\") and upon the terms (the \"Call Terms\") as shall be established from\ntime to time in or pursuant to the Warrant Agreement before the issuance of such\nWarrants, or to resolutions of the Board of Directors of the Company. Notice of\nsuch Call Price, Call Date and Call Terms shall be given to registered holders\nof Warrants in writing by the Company or the Warrant Agent.\n\n              Section 3.5 Optional Reduction of Warrant Price. Subject to the\nlimits, if any, established from time to time by the Board of Directors of the\nCompany or in the Warrant Agreement, the Company shall have the right, at any\ntime or from time to time, voluntarily to reduce the then current Warrant Price\nto such amount (the \"Reduced Warrant Price\") and for such period or periods of\ntime, which may be through the close of business on the Expiration Date (the\n\"Reduced Warrant Price Period\"), as may be deemed appropriate by the Board of\nDirectors of the Company. Notice of any such Reduced Warrant Price and Reduced\nWarrant Price Period shall be given to registered holders of Warrants in writing\nby the Company or the Warrant Agent. After the termination of the Reduced\nWarrant Price Period, the Warrant Price shall be such Warrant Price that would\nhave been in effect had there been no reduction in the Warrant Price pursuant to\nthe provisions of this Section 3.5.\n\n\n\n                                       9\n\n\n              Section 3.6 Reservation of Shares. For the purpose of enabling it\nto satisfy any obligation to issue Shares upon exercise of Warrants, the Company\nwill at all times through the close of business on the Expiration Date, reserve\nand keep available, free from preemptive rights and out of its aggregate\nauthorized but unissued or treasury shares of Preferred Stock, the number of\nShares deliverable upon the exercise of all outstanding Warrants, and the\ntransfer agent for the shares is hereby irrevocably authorized and directed at\nall times to reserve such number of authorized and unissued or treasury shares\nof Preferred Stock as shall be required for such purpose. The Company will keep\na copy of this Agreement on file with such transfer agent and with every\ntransfer agent for any shares of the Company's capital stock issuable upon the\nexercise of Warrants. The Warrant Agent is hereby irrevocably authorized to\nrequisition from time to time from such transfer agent stock certificates\nissuable upon exercise of outstanding Warrants, and the Company will supply such\ntransfer agent with duly executed stock certificates for such purpose.\n\n              Before taking any action that would cause an adjustment pursuant\nto Section 3.7 reducing the Exercise Price below the then par value (if any) of\nthe Shares issuable upon exercise of the Warrants, the Company will take any\ncorporate action that may, in the opinion of its counsel, be necessary in order\nthat the Company may validly and legally issue fully paid and nonassessable\nShares at the Exercise Price as so adjusted.\n\n              The Company covenants that all Shares issued upon exercise of the\nWarrants will, upon issuance in accordance with the terms of this Agreement, be\nfully paid and nonassessable and free from all taxes, liens, charges and\nsecurity interests created by or imposed upon the Company with respect to the\nissuance and holding thereof.\n\n\n\n                                       10\n\n\n              Section 3.7 [Intentionally omitted].\n\n              Section 3.8 Adjustment of Exercise Price and Number of Shares\nPurchasable or Number of Warrants. The Exercise Price, the number of Shares\npurchasable upon the exercise of each Warrant and the number of Warrants\noutstanding are subject to adjustment from time to time upon the occurrence of\nthe events enumerated in this Section 3.8.\n\n              (a) If the Company shall (i) pay a dividend on its capital stock\n(including Preferred Stock) in shares of Stock, (ii) subdivide its outstanding\nshares of Preferred Stock (iii) combine its outstanding shares of Preferred\nStock into smaller number of shares of Preferred Stock or (iv) issue any shares\nof its capital stock in a reclassification of the Preferred Stock (including any\nsuch reclassification in connection with a consolidation or merger in which the\nCompany is the continuing corporation), the number of Shares purchasable upon\nexercise of each Warrant immediately prior thereto shall be adjusted so that the\nholder of each Warrant shall be entitled to receive the kind and number of\nShares or other securities of the Company which such holder would have owned or\nhave been entitled to receive after the happening of any of the events described\nabove, had such Warrant been exercised immediately prior to the happening of\nsuch event or any record date with respect thereto. An adjustment made pursuant\nto this paragraph (a) shall become effective immediately after the effective\ndate of such event retroactive to the record date, if any, for such event.\n\n              (b) In the event of any capital reorganization or any\nreclassification of the Preferred Stock (except as provided in paragraph (a)\nabove or paragraph (h) below), any holder of Warrants upon exercise thereof\nshall be entitled to receive, in lieu of the Preferred Stock to which he or she\nwould have become entitled upon exercise immediately prior to such\n\n\n\n                                       11\n\n\nreorganization or reclassification, the shares (of any class or classes) or\nother securities or property of the Company that he or she would have been\nentitled to receive at the same aggregate Exercise Price upon such\nreorganization or reclassification if his or her Warrants had been exercised\nimmediately prior thereto; and in any such case, appropriate provision (as\ndetermined in good faith by the Board of Directors of the Company, whose\ndetermination shall be conclusive and shall be evidenced by a resolution filed\nwith the Warrant Agent) shall be made for the application of this Section 3.8\nwith respect to the rights and interests thereafter of the holders of Warrants\n(including the allocation of the adjusted Warrant Price between or among shares\nof classes of capital stock), to the end that this Section 3.8 (including the\nadjustments of the number of shares of Preferred Stock or other securities\npurchasable and the Warrant Price thereof) shall thereafter be reflected, as\nnearly as reasonably practicable, in all subsequent exercises of the Warrants\nfor any shares or securities or other property thereafter deliverable upon the\nexercise of the Warrants.\n\n              (c) Except for adjustments required by paragraph (h) hereof, no\nadjustment in the number of Shares purchasable hereunder shall be required\nunless such adjustment would require an increase or decrease of at least one\npercent (1%) in the number of Shares purchasable upon the exercise of each\nWarrant; provided, however, that any adjustments which by reason of this\nparagraph (c) are not required to be made shall be carried forward and taken\ninto account in any subsequent adjustment. All calculations shall be made to the\nnearest cent and to the nearest one-hundredth of a Share, as the case may be.\n\n              (d) Whenever the number of Shares purchasable upon the exercise of\neach Warrant is adjusted as herein provided (whether or not the Company then or\nthereafter elects to issue additional Warrants in substitution for an adjustment\nin the number of Shares as provided \n\n\n                                       12\n\n\nin paragraph (f), the Exercise Price payable upon exercise of each Warrant shall\nbe adjusted by multiplying such Exercise Price immediately prior to such\nadjustment by a fraction, of which the numerator shall be the number of Shares\npurchasable upon the exercise of each Warrant immediately prior to such\nadjustment, and of which the denominator shall be the number of Shares so\npurchasable immediately thereafter.\n\n              (e) For the purpose of this Section 3.8, the term \"shares of\nStock\" shall mean (i) the class of stock designated as the Preferred Stock of\nthe Company at the date of this Agreement, or (ii) any other class of stock\nresulting from successive changes or reclassification of such shares consisting\nsolely of changes in par value, from par value to no par value, or from no par\nvalue to par value. If at any time, as a result of an adjustment made pursuant\nto paragraph (a) or (b) above, the holders of Warrants shall become entitled to\npurchase any shares of the Company other than shares of Stock, thereafter the\nnumber of such other shares so purchasable upon exercise of each Warrant and the\nExercise Price of such shares shall be subject to adjustment from time to time\nin a manner and on terms as nearly equivalent as practicable to the provisions\nwith respect to the Shares contained in paragraphs (a) through (d), inclusive,\nabove, and the provisions of Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with\nrespect to the Shares, shall apply on like terms to any such other shares.\n\n              (f) The Company may elect, on or after the date of any adjustment\nrequired by paragraphs (a) through (b) of this Section 3.8, to adjust the number\nof Warrants in substitution for an adjustment in the number of Shares\npurchasable upon the exercise of a Warrant. Each of the Warrants outstanding\nafter such adjustment of the number of Warrants shall be exercisable for the\nsame number of shares as immediately prior to such adjustment. Each Warrant held\nof record prior to such adjustment of the number of Warrants shall become that\nnumber of Warrants\n\n\n\n                                       13\n\n\n(calculated to the nearest hundredth) obtained by dividing the Warrant Price in\neffect prior to adjustment of the Warrant Price by the Warrant Price in effect\nafter adjustment of the Warrant Price. The Company shall notify the holders of\nWarrants in the same manner as provided in the first paragraph of Section 3.10,\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 (f) 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 Section 3.9, 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 1.3 and\nArticle 4 (and which may bear, at the option of the Company, the adjusted\nExercise Price) and shall be registered in the names of the holders of record of\nWarrant Certificates on the record date specified in the notice.\n\n              (g) Except as provided in paragraph (a) of this Section 3.8, no\nadjustment in respect of any dividends shall be made during the term of a\nWarrant or upon the exercise of a Warrant.\n\n              (h) In case of any consolidation of the Company with or merger of\nthe Company into another corporation or in case of any sale or conveyance to\nanother corporation of the property of the Company as an entirety or\nsubstantially as an entirety, the Company or such \n\n\n                                       14\n\n\nsuccessor or purchasing corporation, as the case may be, shall execute with the\nWarrant Agent [and the Co-Issuer] an agreement that each holder of a Warrant\nshall have the right thereafter upon payment of the Warrant Price in effect\nimmediately prior to such action to purchase upon exercise of each Warrant the\nkind and amount of shares and other securities and property which he or she\nwould have owned or have been entitled to receive after the happening of such\nconsolidation, merger, sale or conveyance had such Warrant been exercised\nimmediately prior to such action. The Company shall mail by first class mail,\npostage prepaid, to each holder of a Warrant, notice of the execution of any\nsuch agreement. Such agreement shall provide for adjustments, which shall be as\nnearly equivalent as may be practicable to the adjustments provided for in this\nSection 3.8. The provisions of this paragraph (h) shall similarly apply to\nsuccessive consolidations, mergers, sales or conveyances. The Warrant Agent\nshall be under no duty or responsibility to determine the correctness of any\nprovisions contained in any such agreement relating either to the kind or amount\nof shares of stock or other securities or property receivable upon exercise of\nWarrants or with respect to the method employed and provided therein for any\nadjustments and shall be entitled to rely upon the provisions contained in any\nsuch agreement.\n\n              (i) Irrespective of any adjustments in the Exercise Price or the\nnumber or kind of shares purchasable upon the exercise of the Warrants, Warrants\ntheretofore or thereafter issued may continue to express the same price and\nnumber and kind of shares as are stated in the Warrants initially issuable\npursuant to this Agreement.\n\n\n\n                                       15\n\n\n              Section 3.9 Fractional Warrants and Fractional Shares.\n\n              (a) The Company [and the Co-Issuer] shall not be required to issue\nfractions of Warrants on any distribution of Warrants to holders of Warrant\nCertificates or to distribute Warrant Certificates that evidence fractional\nWarrants. In lieu of such fractional Warrants, there shall be paid to the\nregistered holder 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. For purposes of\nthis Section 3.9, the current market value of a Warrant shall be the closing\nprice of one Warrant (as determined pursuant to paragraph (c) below) for the\ntrading day immediately prior to the date on which such fractional Warrant would\nhave been otherwise issuable.\n\n              (b) Notwithstanding any adjustment pursuant to this Section 3.9 in\nthe number of Shares purchasable upon the exercise of a Warrant, the Company\nshall not be required to issue, and the Co-Issuer shall not be required to\nguarantee, fractions of Shares upon exercise of the Warrants or to distribute\ncertificates which evidence fractional Shares. In lieu of fractional Shares,\nthere shall be paid to the registered holders of Warrant Certificates at the\ntime such Warrant Certificates are exercised as herein provided an amount in\ncash equal to the same fraction of the current market value of a share of\nPreferred Stock. For purposes of this Section 3.9, the current market value of a\nshare of Preferred Stock shall be the closing price of a share of Preferred\nStock (as determined pursuant to paragraph (c) below) for the trading day\nimmediately prior to the date of such exercise.\n\n              (c) The closing price for each day shall be the last sale price,\nregular way, or, if no such sale takes place on such day, the average of the\nclosing bid and asked prices, regular \n\n\n                                       16\n\n\nway, for such day, in either case as reported in the principal consolidated\ntransaction reporting system with respect to securities listed or admitted to\ntrading on the New York Stock Exchange or, if the Warrants or Stock, as the case\nmay be, is not listed or admitted to trading on such exchange, as reported on\nthe principal consolidated transaction reporting system with respect to\nsecurities listed on the principal national securities exchange on which the\nWarrants or Preferred Stock, respectively, is listed or admitted to trading, or\nif the Warrants or Preferred Stock, as the case may be, is not listed or\nadmitted to trading on any national securities exchange, as reported on Nasdaq\nNational Market or, if the Warrants or Stock, as the case may be, is not listed\nor admitted to trading on the Nasdaq National Market, as reported on Nasdaq.\n\n              Section 3.10 Notices to Warrantholders. Upon any adjustment of the\nnumber of Shares purchasable upon exercise of each Warrant, the Warrant Price or\nthe number of Warrants outstanding, the Company within 20 calendar days\nthereafter shall (i) cause to be filed with the Warrant Agent a certificate of a\nfirm of independent public accountants of recognized standing selected by the\nCompany (who may be the regular auditors of the Company) setting forth the\nWarrant Price and either the number of Shares 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 was 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 the 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 other\nprovisions of this Section 3.10.\n\n\n\n                                       17\n\n\n              The Company shall cause written notice of any later Distribution\nDate, any later Expiration Date, any Call Price, Call Date and Call Terms and\nany Reduced Exercise Price and Reduced Exercise Price Period, as the case may\nbe, to be given as soon as practicable to the Warrant Agent and to each of the\nregistered holders of the Warrant Certificates by first class mail, postage\nprepaid, at such holder's address appearing on the Warrant Register. In addition\nto the written notice referred to in the preceding sentence, the Company shall\nmake a public announcement in a daily morning newspaper of general circulation\nin New York City of such earlier Distribution Date, such later Expiration Date,\nsuch Call Price, Call Date and Call Terms and such Reduced Exercise Price and\nReduced Exercise Price Period, as the case may be, at least once prior to the\nimplementation of such terms.\n\n              If:\n\n              (a) the Company shall declare any dividend payable in any\n         securities upon its shares of Preferred Stock or make any distribution\n         (other than a cash dividend) to the holders of is shares of Preferred\n         Stock, or\n\n              (b) the Company shall offer to the holders of its shares of\n         Preferred Stock any additional shares of Preferred Stock or securities\n         convertible into shares of Preferred Stock or any right to subscribe\n         thereto, or\n\n              (c) there shall be a dissolution, liquidation or winding up of the\n         Company (other than in connection with a consolidation, merger or sale\n         of all or substantially all of its property, assets and business as an\n         entirety),\n\n\n\n                                       18\n\n\n              the Company shall cause written notice of such event to be filed\nwith the Warrant Agent and shall cause written notice of such event to be given\nto each of the registered holders of the Warrant Certificates as such holder's\naddress appearing on the Warrant Register, by first class mail, postage prepaid,\nand make a public announcement in a daily newspaper of general circulation in\nNew York City of such event, such giving of notice and publication to be\ncompleted at least 10 calendar days (or 20 calendar days in any case specified\nin clause (c) above) prior to the date fixed as a record date or the date of\nclosing the transfer books for the determination of the stockholders entitled to\nsuch dividend, distribution or subscription rights, or for the determination of\nstockholders entitled to vote on such proposed dissolution, liquidation or\nwinding up. Such notice shall specify such record date or the date of closing\nthe transfer books, as the case may be. The failure to give the notice required\nby this Section 3.10 or any defect therein shall not affect the legality or\nvalidity of any distribution, right, warrant, dissolution, liquidation or\nwinding up or the vote upon or any other action taken in connection therewith.\n\n                                   Article 4\n\n                  Exchange and Transfer of Warrant Certificates\n\n              Section 4.1 Exchange and Transfer. Upon surrender at the corporate\ntrust office of the Warrant Agent, Warrant Certificates evidencing Warrants may\nbe exchanged for Warrant Certificates in other denominations evidencing such\nWarrants and the transfer of Warrants may be registered in whole or in part;\nprovided that such other Warrant Certificates shall evidence the same aggregate\nnumber of Warrants as the Warrant Certificates surrendered for exchange or\nregistration of transfer. The Warrant Agent shall keep, at its corporate trust\noffice, books in which it shall register Warrant Certificates and exchanges and\ntransfers of outstanding Warrant \n\n\n                                       19\n\n\nCertificates, upon surrender of the Warrant Certificates to the Warrant Agent at\nits corporate trust office for exchange or registration of transfer, properly\ncompleted and duly endorsed and duly signed by the registered holder or holders\nthereof or by the duly appointed legal representative thereof or by a duly\nauthorized attorney, such signature to be guaranteed (under the Medallion\nProgram) by (a) a bank or trust company, (b) a broker or dealer that is a member\nof the Nasdaq or (c) a member of a national securities exchange and accompanied\nby appropriate instruments of registration of transfer and written instructions\nfor transfer, all in form satisfactory to the Company [, the Co-Issuer] and the\nWarrant Agent. No service charge shall be made for any exchange or registration\nof transfer of Warrant Certificates, but the Company [and the Co-Issuer] may\nrequire payment of a sum sufficient to cover any stamp or other tax or other\ngovernmental charge that may be imposed in connection with any such exchange or\nregistration of transfer. Whenever any Warrant Certificates are surrendered for\nexchange or registration of transfer, an authorized officer of the Warrant Agent\nshall mutually countersign and deliver to the person or persons entitled thereto\na Warrant Certificate or Warrant Certificate duly authorized and executed by the\nCompany [and the Co-Issuer], as so requested. The Warrant Agent shall not be\nrequired to effect any exchange or registration of transfer that will result in\nthe issuance of a Warrant Certificate evidencing a fraction of a Warrant or a\nnumber of full Warrants and a fraction of a Warrant. All Warrant Certificates\nissued upon any exchange or registration of transfer of Warrant Certificates\nshall be the valid obligations of the Company [and the Co-Issuer], evidencing\nthe same obligations and entitled to the same benefits under this Agreement as\nthe Warrant Certificates surrendered for such exchange or registration of\ntransfer.\n\n              Section 4.2 Treatment of Holders of Warrant Certificates. Every\nholder of a Warrant Certificate, by accepting the same, consents and agrees with\nthe Company, [the Co-\n\n\n                                       20\n\n\nIssuer,] the Warrant Agent and with every subsequent holder of such Warrant\nCertificate that, until the transfer of the Warrant Certificate is registered on\nthe books of the Warrant Agent, the Company [, the Co-Issuer] and the Warrant\nAgent may treat the registered holder as the absolute owner thereof for any\npurpose and as the person entitled to exercise the rights represented by the\nWarrants evidenced thereby, any notice to the contrary notwithstanding.\n\n              Section 4.3 Cancellation of Warrant Certificates. Any Warrant\nCertificate surrendered for exercise, registration of transfer or exchange\nshall, if surrendered to the Company, be delivered to the Warrant Agent, and all\nWarrant Certificates surrendered or so delivered to the Warrant Agent shall be\npromptly canceled by the Warrant Agent and shall not be reissued and, except as\nexpressly permitted by this Agreement, no Warrant Certificate shall be issued\nhereunder in lieu thereof. The Warrant Agent shall deliver to the Company from\ntime to time, or otherwise dispose of, canceled Warrant Certificates in manner\nsatisfactory to the Company [and the Co-Issuer].\n\n                                   Article 5\n\n                          Concerning the Warrant Agent\n\n              Section 5.1 Warrant Agent. The Company [and the Co-Issuer] hereby\nappoint[s] the Warrant Agent as the Warrant Agent of the Company [and the\nCo-Issuer] in respect of the Warrant Certificates upon the terms and subject to\nthe conditions herein set forth, and the Warrant Agent hereby accepts such\nappointment. The Warrant Agent shall have the powers and authority granted to\nand conferred upon it in the Warrant Certificates and by this Agreement, and\nsuch further powers and authority to act on behalf of the Company [and the\nCo-Issuer] as the Company [and the Co-Issuer, respectively,] may hereafter grant\nto or confer upon it. All of the \n\n\n                                       21\n\n\nterms and provisions with respect to such powers and authority contained in the\nWarrant Certificates are subject to and governed by the terms and provisions\nhereof.\n\n              Section 5.2 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 [and the Co-Issuer]\nagree[s] and to all of which the rights hereunder of the holders from time to\ntime of the Warrant Certificates shall be subject):\n\n              (a) Performance by the Company [and the Co-Issuer]. The Company\n         [and the Co-Issuer each] agree[s] that it will take any corporate\n         action that may be reasonably necessary in order to fulfill its\n         obligations under this Agreement, and the Warrant Certificates, and\n         that it will not take any action that would materially impair its\n         ability to perform its obligations under this Agreement and the Warrant\n         Certificates.\n\n              (b) Compensation and Indemnification. The Company [and the\n         Co-Issuer] agree[s] promptly to pay the Warrant Agent the compensation\n         to be agreed upon with the Company [and the Co-Issuer] for all services\n         rendered by the Warrant Agent and to reimburse the Warrant Agent for\n         reasonable out-of-pocket expenses (including reasonable counsel fees)\n         incurred by the Warrant Agent in connection with the services rendered\n         hereunder by the Warrant Agent. The Company [and the Co-Issuer] also\n         agree[s] to indemnify the Warrant Agent, and to hold it harmless\n         against, any loss, liability or expense incurred without negligence or\n         bad faith on the part of the Warrant Agent, arising out of or in\n         connection with its acting as the Warrant Agent hereunder, as well as\n         the reasonable costs and expenses of defending against any claim of\n         liability in the premises.\n\n\n\n                                       22\n\n\n              (c) Agent for the Company [and the Co-Issuer]. In acting under\n         this Warrant Agreement and in connection with the Warrant Certificates,\n         the Warrant Agent is acting solely as an agent of the Company [and the\n         Co-Issuer], and the Warrant Agent does not assume any obligation or\n         relationship of agency or trust for or with any of the owners or\n         holders of the Warrant Certificates.\n\n              (d) Counsel. The Warrant Agent may consult with counsel\n         satisfactory to it, and the opinion of such counsel shall be full and\n         complete authorization and protection in respect of any action taken,\n         suffered or omitted by it hereunder in good faith and in accordance\n         with the opinion of such counsel.\n\n              (e) Documents. The Warrant Agent shall be protected and shall\n         incur no liability for or in respect of any action taken or thing\n         suffered by it in reliance upon any Warrant Certificate, notice,\n         direction, consent, certificate, affidavit, statement or other paper or\n         document reasonably believed by it to be genuine and to have been\n         presented or signed by the proper parties.\n\n              (f) Certain Transactions. The Warrant Agent and its officers,\n         directors and employees may buy, sell or deal in any of the Shares or\n         other securities of the Company [and the Co-Issuer] and may become the\n         owner of, or acquire any interest in, any Warrant Certificates, with\n         the same rights that it or they would have if it were not the Warrant\n         Agent hereunder, and, to the extent permitted by applicable law, they\n         may engage or be interested in any financial or other transaction with\n         the Company [and the Co-Issuer] and may act on, or as depositary,\n         trustee or agent for, any committee or body of holders of the \n\n\n\n\n                                       23\n\n\n         Shares or other obligations of the Company [and the Co-Issuer] as\n         freely as if it were not the Warrant Agent.\n\n              (g) No Liability for Interest. Except as set forth in the Warrant\n         Agreement, the Warrant Agent shall not be under any liability for\n         interest on any moneys or other consideration at any time received by\n         it pursuant to any of the provisions of this Agreement or of the\n         Warrant Certificates.\n\n              (h) No Liability for Invalidity. The Warrant Agent shall not incur\n         any liability with respect to the validity of this Agreement or any of\n         the Warrant Certificates.\n\n              (i) No Responsibility for Representations. The Warrant Agent shall\n         not be responsible for any of the recitals or representations contained\n         herein or in the Warrant Certificates (except the Warrant Agent shall\n         be responsible for any representations of the Warrant Agent herein and\n         for its countersignature on the Warrant Certificates), all of which are\n         made solely by the Company [or the Co-Issuer, as the case may be].\n\n              (j) No Implied Obligations. The Warrant Agent shall be obligated\n         to perform such duties as are herein and in the Warrant Certificates\n         specifically set forth, but no implied duties or obligations shall be\n         read into this Agreement or the Warrant Certificates against the\n         Warrant Agent. The Warrant Agent shall not be under any obligation to\n         take any action hereunder which may tend to involve it in any expense\n         or liability, the payment of which within a reasonable time is not, in\n         its reasonable opinion, assured to it. The Warrant Agent shall not be\n         accountable or under any duty or responsibility for the use by the\n         Company of any of the Warrant Certificates authenticated by the Warrant\n         Agent and delivered by it to the Company pursuant to this Agreement or\n         for the \n\n\n                                       24\n\n\n         application or by the Company [and the Co-Issuer] of the proceeds of\n         the Warrant Certificates. The Warrant Agent shall have no duty or\n         responsibility in case of any default by the Company [of the Co-Issuer]\n         in the performance of its covenants or agreements contained in the\n         Warrant Certificates or in the case of the receipt of any written\n         demand from a holder or a Warrant Certificate with respect to such\n         default, including any duty or responsibility to initiate or attempt to\n         initiate any proceedings at law or otherwise or to make any demands\n         upon the Company [or the Co-Issuer].\n\n              (k) Instructions. The Warrant Agent is hereby authorized and\n         directed to accept instructions with respect to the performance of its\n         duties hereunder from the Chairman of the Board, the Chief Executive\n         Officer, the President, any Vice President, the Treasurer, the\n         Secretary or any Assistant Secretary of the Company [and the Co-Issuer,\n         respectively], and to apply to such officers for advice or instructions\n         in connection with its duties, and shall not be liable for any action\n         taken or suffered to be taken by it in good faith in accordance with\n         instructions of any such officer or in good faith reliance upon any\n         statement signed by any one of such officer of the Company [or of the\n         Co-Issuer] with respect to any fact or matter (unless other evidence in\n         respect thereof is herein specifically prescribed) which may be deemed\n         to be conclusively proved and established by such signed statement.\n\n              Section 5.3 Registration and Appointment of Successor Warrant\n         Agent.\n\n              (a) The Company [and the Co-Issuer] agree, for the benefit of the\nholders from time to time of the Warrant Certificates, that at all times there\nshall be a Warrant Agent hereunder until all the Warrant Certificates are no\nlonger exercisable.\n\n\n\n                                       25\n\n\n              (b) The Warrant Agent may at any time resign as such agent by\ngiving written notice to the Company [and the Co-Issuer] of such intention on\nits part, specifying the date on which its desired resignation shall become\neffective; provided that such date shall not be less than 60 days after the date\non which such notice is given unless the Company [and the Co-Issuer] agree[s] to\naccept less notice. The Warrant Agent may be removed at any time by the filing\nwith it of an instrument in writing signed by or on behalf of the Company [and\nthe Co-Issuer] and specifying such removal and the date when it shall become\neffective. Such resignation or removal shall take effect upon the appointment by\nthe Company [and the Co-Issuer], as hereinafter provided, of a successor Warrant\nAgent (which shall be a bank or trust company organized and doing business under\nthe laws of the United States of America or of any State, in good standing, and\nauthorized under such laws to exercise corporate trust powers) and the\nacceptance of such appointment by such successor Warrant Agent. Upon its\nresignation or removal, the Warrant Agent shall be entitled to the payment by\nthe Company [and the Co-Issuer] of the compensation agreed to under Section\n5.2(b) hereof for, and to the reimbursement of all reasonable out-of-pocket\nexpenses incurred in connection with, the services rendered hereunder by the\nWarrant Agent.\n\n              (c) If at any time the Warrant Agent shall resign, or shall be\nremoved, or shall become incapable of acting, or shall be adjudged bankrupt or\ninsolvent, or shall file a petition seeking relief under the Federal Bankruptcy\nCode, as now constituted or hereafter amended, or under any other applicable\nfederal or state bankruptcy law or similar law or make an assignment for the\nbenefit of its creditors or consent to the appointment of a receiver or\ncustodian of all or any substantial part of its property, or shall admit in\nwriting its inability to pay or meet its debts as they mature, or if a receiver\nor custodian of it or of all or any substantial part of its property \n\n\n                                       26\n\n\nshall be appointed, or if an order of any court shall be entered for relief\nagainst it under the Federal Bankruptcy Code, as now constituted or hereafter\namended, or under any other applicable federal or state bankruptcy or similar\nlaw or if any public officer shall have taken charge or control of the Warrant\nAgent or of its property or affairs, for the purpose of rehabilitation,\nconservation or liquidation, a successor Warrant Agent, qualified in accordance\nwith the terms of this Agreement, shall be appointed by the Company [and the\nCo-Issuer] by an instrument in writing, filed with the successor Warrant Agent.\nUpon the appointment of a successor Warrant Agent and acceptance by the latter\nof such appointment, the Warrant Agent so superseded shall cease to be the\nWarrant Agent hereunder.\n\n              (d) Any successor Warrant Agent appointed hereunder shall execute,\nacknowledge and deliver to its predecessor and to the Company [and the\nCo-Issuer] an instrument accepting such appointment hereunder, and thereupon\nsuch successor Warrant Agent, without any further act, deed or conveyance, shall\nbecome vested with all the authority, rights, powers, trusts, immunities, duties\nand obligations 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\nmoneys, 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 be\nmerged 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 to\nwhich the Warrant agent shall sell or otherwise transfer all or substantially\nall the assets and business of the Warrant Agent, provided that is shall be\n\n\n\n                                       27\n\n\nqualified as aforesaid, shall be the successor Warrant Agent under this\nAgreement without the execution or filing of any paper or any further act on the\npart of the parties hereto.\n\n                                    Article 6\n\n                                  Miscellaneous\n\n              Section 6.1 Supplements and Amendments. This Agreement may be\namended or supplemented from time to time by the parties hereto, without the\nconsent of the holder of any Warrant Certificate, for the purpose of curing any\nambiguity, or of curing, correcting or supplementing any defective provision\ncontained herein, or in regard to matters or questions arising under this\nAgreement as the Company [, the Co-Issuer] and the Warrant Agent may deem\nnecessary or desirable, provided such action shall not adversely affect the\ninterest of the holders of the Warrant Certificates.\n\n              Section 6.2 Notices and Demands to the Company and Warrant Agent.\nIf the Warrant Agent shall receive any notice or demand addressed to the Company\n[or the Co-Issuer] by the holder of a Warrant Certificate pursuant to the\nprovisions of the Warrant Certificates, the Warrant Agent shall promptly forward\nsuch notice or demand to the Company [or the Co-Issuer, as applicable].\n\n              Section 6.3 Addresses. Any communication to the Warrant Agent with\nrespect to this Agreement shall be addressed to the address set forth in the\nWarrant Agreement, and any such communication to the Company [and the Co-Issuer]\nshall be addressed to the Company at the following address:\n\n\n\n                                       28\n\n\n              Viacom Inc.\n              [or Viacom International Inc.]\n              1515 Broadway\n              New York, New York 10036\n              Attention: [      ]\n\nor such other address as shall be specified in writing by the Warrant Agent or\nby the Company [or the Co-Issuer].\n\n              Section 6.4 Delivery of Prospectus. If the Company [and the\nCo-Issuer] [are\/is] required under applicable federal or state securities laws\nto deliver a prospectus upon exercise of Warrants, the Company [and the\nCo-Issuer] will furnish to the Warrant Agent sufficient copies of a prospectus,\nand the Warrant Agent agrees that upon the exercise of any Warrant Certificate\nby the holder thereof, the Warrant Agent will deliver to such holder, prior to\nor concurrently with the delivery of the Shares issued upon such exercise, a\ncopy of the prospectus.\n\n              Section 6.5 Obtaining of Governmental Approvals. The Company [and\nthe Co-Issuer] will from time to time take all action that may be necessary to\nobtain and keep effective any and all permits, consents and approvals of\ngovernmental agencies and authorities and securities acts filings under federal\nand state laws, which may be or become requisite in connection with the\nissuance, sale, transfer and delivery of the Warrant Certificates, the exercise\nof the Warrants, and the issuance, sale, transfer and delivery of the Shares\nissued upon exercise of the Warrants or upon the expiration of the period during\nwhich the Warrants are exercisable.\n\n              Section 6.6 Persons Having Rights under Warrant Agreement. Nothing\nin this Agreement is intended, or shall be construed, to confer upon, or give\nto, any person or corporation other than the Company, [the Co-Issuer,] the\nWarrant Agent and the holders of the Warrant Certificates, any right, remedy or\nclaim under or by reason of this Agreement or of any covenant, condition,\nstipulation, promise or agreement hereof. All covenants, conditions,\n\n\n\n                                       29\n\n\nstipulations, promises and agreements contained in this Agreement shall be for\nthe sole and exclusive benefit of the Company, [the Co-Issuer,] the Warrant\nAgent and their successors and of the holders of the Warrant Certificates.\n\n              Section 6.7 Headings. The descriptive headings of the several\nArticles and Sections of this Agreement are inserted for convenience only and\nshall not control or affect the meaning or construction of any of the provisions\nhereof.\n\n              Section 6.8 Counterparts. This Agreement may be executed in any\nnumber of counterparts, each of which shall be an original, but such\ncounterparts shall together constitute but one and the same instrument.\n\n              Section 6.9 Inspection of Agreement. A copy of this Agreement\nshall be available at all reasonable times at the principal corporate trust\noffice of the Warrant Agent for inspection by the holder of any Warrant\nCertificate. The Warrant Agent may require such holder to submit his Warrant\nCertificate for inspection by it.\n\n              Section 6.10 Governing Law. This Agreement and each Warrant\nCertificate issued hereunder shall be deemed to be a contract made under the\nlaws of the State of New York and for all purposes shall be construed in\naccordance with the laws of such State.\n\n              Section 6.11 Successors. All the covenants and provisions of this\nAgreement by or for the benefit of the Company [, the Co-Issuer] or the Warrant\nAgent shall bind and inure to the benefit of their respective successors and\nassigns hereunder.\n\n                                       30\n\n\n              Section 6.12 Termination. This Agreement shall terminate at the\nclose of business on the Expiration Date. Notwithstanding the foregoing, this\nAgreement will terminate on any earlier date when the Warrants have been\nexercised.\n\n\n\n\n                                       31\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9560,9572],"class_list":["post-41321","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","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\/41321","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=41321"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41321"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41321"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41321"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}