Common use of The Warrants Clause in Contracts

The Warrants. (a) The Company agrees to issue to Ford Warrants in substantially the form attached to this Agreement as Annex A and incorporated In this Agreement by reference, to purchase the Aggregate Number of shares of fully paid and non-assessable Common Stock, subject to vesting in accordance with Section 4.2 hereof and adjustment in accordance with Section 4.10 hereof. On the Closing Date, the Company shall issue to Ford Warrants to purchase 82,197 shares of fully paid and non-assessable Common Stock (such number representing one percent (1%) of the outstanding Common Stock on a Fully Diluted basis as of the Closing Date, or 7.6923% of the Aggregate Number as of the Closing Date), fully Vested and subject to adjustment in accordance with Section 4.10 hereof. On the day after the Class A Warrant Expiration Date, the Company shall issue to Ford Warrants to purchase that number of shares of fully paid and nonassessable Common Stock equal to the Aggregate Number as of the Class A Warrant Expiration Date minus the number of shares of Common Stock with respect to which Warrants had previously been issued to Ford hereunder, and such Warrants shall be subject to vesting in accordance with Section 4.2 and subject to adjustment in accordance with Section 4.10 hereof, provided, that (a) in the event Ford achieves the Base Volume Levels for calendar year 2001 during any of the first three calendar quarters of 2001, the Company shall issue to Ford on the date which is five (5) Business Days after delivery of the Volume Report indicating achievement of such Base Volume Levels for 2001 additional Warrants for that number of shares of fully paid and nonassessable shares of Common Stock equal to 7.6923% of the Aggregate Number as of such date (it being understood and agreed that if Ford achieves the 2001 Base Volume Levels during the fourth quarter of 2001, such Warrants will be issued on the Class A Warrant Expiration Oats), and (b) in the event of a Change in Control prior to the Class A Warrant Expiration Date which results in all of the Warrants becoming fully Vested, the Company will issue to Ford Warrants to purchase that number of shares of Common Stock equal to the Aggregate Number less that number of shares of Common Stock for which Warrants have previously been issued to Ford immediately prior to the effective date of the Change of Control.

The Warrants. (a) The Company agrees has also authorized the issuance and sale to issue the Purchasers of the Company's Stock Purchase Warrants for the issuance (subject to Ford Warrants adjustment as provided in substantially the form attached to this Agreement as Annex A and incorporated In this Agreement by reference, to purchase the Aggregate Number Warrants) of shares of fully paid and non-assessable Common Stock, subject to vesting in accordance with Section 4.2 hereof and adjustment in accordance with Section 4.10 hereof. On the Closing Date, the Company shall issue to Ford Warrants to purchase 82,197 shares of fully paid and non-assessable Company's Common Stock (such number representing one percent (1%) of as set forth in the outstanding Common Stock on a Fully Diluted basis as of the Closing Date, or 7.6923% of the Aggregate Number as of the Closing Date), fully Vested and subject to adjustment in accordance with Section 4.10 hereofPurchase Warrants. On the day after the Class A Warrant Expiration Date, the Company shall issue to Ford Warrants to purchase that number of shares of fully paid and nonassessable Common Stock equal to the Aggregate Number as of the Class A Warrant Expiration Date minus the The number of shares of Common Stock with respect to of the Company for which such Stock Purchase Warrants had previously been issued to Ford hereunderin the aggregate shall be exercisable shall initially be One Million Fifty-Two Thousand Six Hundred Thirty-Two (1,052,632), and such the Stock Purchase Warrants shall have an exercise price of $.57 per share. Additionally, (i) if the entire principal amount of the Notes and all accrued interest has not been repaid on or before December 25, 2005, the Stock Purchase Warrants shall be subject to vesting in accordance with Section 4.2 and subject to adjustment in accordance with Section 4.10 hereof, provided, that (a) in the event Ford achieves the Base Volume Levels exercisable for calendar year 2001 during any of the first three calendar quarters of 2001, the Company shall issue to Ford on the date which is five (5) Business Days after delivery of the Volume Report indicating achievement of such Base Volume Levels for 2001 an additional Warrants for that number of shares of fully paid and nonassessable shares of Common Stock equal to 7.6923% of the Aggregate Number as of such date (it being understood and agreed that if Ford achieves the 2001 Base Volume Levels during the fourth quarter of 2001, such Warrants will be issued on the Class A Warrant Expiration Oats), and (b) in the event of a Change in Control prior to the Class A Warrant Expiration Date which results in all of the Warrants becoming fully Vested, the Company will issue to Ford Warrants to purchase that number of shares of Common Stock which is equal to ten percent (10%) of the Aggregate Number less that remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by 0.57, and (ii) if the remaining principal amount of the Notes and all accrued interest has not been repaid on or before June 25, 2007, the Company will be in default under this Agreement and the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock for which Warrants have previously been issued is equal to Ford immediately prior to the effective date twenty percent (20%) of the Change remaining then-outstanding principal amount of Controlthe Notes issued pursuant to this Agreement divided by $0.57. The Stock Purchase Warrants shall be substantially in the form set forth in Exhibit B hereto (which form of Stock Purchase Warrants shall contain such other applicable terms as set forth therein) and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement therefor.

The Warrants. (a) The On the Closing Date, each of the MassMutual Investors agree to purchase from the Company at the purchase price set forth beneath the name of such Purchaser on the signature page of this Agreement and the Company agrees to issue to Ford Warrants the MassMutual Investors, a warrant in substantially the form attached to this Agreement as Annex A-1 and incorporated in this Agreement by reference to purchase (a) the number of shares of Series D Convertible Preferred Stock set forth beneath the name of such MassMutual Investor on the signature page of this Agreement, plus (b) upon the exercise of the Contingent Options, the number of shares of Common Stock equal to the Contingent Options Adjustment Number, plus (c) upon the occurrence of an event described in Section 2.12 of this Agreement, the number of shares of Series D Convertible Preferred Stock or Common Stock provided for therein, as such number of shares purchasable under such Warrant shall be adjusted from time to time pursuant to the provisions of this Agreement, all in accordance with the terms and conditions of this Agreement (the warrants referred to in this sentence are hereinafter referred to as the “2001 MassMutual Investors Warrants”). On the Closing Date, RSTW agrees to purchase from the Company at the purchase price set forth beneath the name of RSTW on the signature page of this Agreement and the Company agrees to issue to RSTW, a warrant in substantially the form attached to this Agreement as Annex A and incorporated In in this Agreement by reference, reference to purchase the Aggregate Number of shares of fully paid and non-assessable Common Stock, subject to vesting in accordance with Section 4.2 hereof and adjustment in accordance with Section 4.10 hereof. On the Closing Date, the Company shall issue to Ford Warrants to purchase 82,197 shares of fully paid and non-assessable Common Stock (such number representing one percent (1%a) of the outstanding Common Stock on a Fully Diluted basis as of the Closing Date, or 7.6923% of the Aggregate Number as of the Closing Date), fully Vested and subject to adjustment in accordance with Section 4.10 hereof. On the day after the Class A Warrant Expiration Date, the Company shall issue to Ford Warrants to purchase that number of shares of fully paid and nonassessable Common Stock equal to the Aggregate Number as of the Class A Warrant Expiration Date minus the number of shares of Common Series D Convertible Preferred Stock with respect set forth beneath the name of RSTW as the number of warrant shares pertaining to which Warrants had previously been issued to Ford hereunder, and such Warrants shall be subject to vesting in accordance with Section 4.2 and subject to adjustment in accordance with Section 4.10 hereof, provided, that (a) in the event Ford achieves the Base Volume Levels for calendar year 2001 during any of the first three calendar quarters of 2001, the Company shall issue to Ford RSTW New Warrant on the date which is five (5) Business Days after delivery signature page of the Volume Report indicating achievement of such Base Volume Levels for 2001 additional Warrants for that number of shares of fully paid and nonassessable shares of Common Stock equal to 7.6923% of the Aggregate Number as of such date (it being understood and agreed that if Ford achieves the 2001 Base Volume Levels during the fourth quarter of 2001this Agreement, such Warrants will be issued on the Class A Warrant Expiration Oats), and plus (b) in upon the event of a Change in Control prior to the Class A Warrant Expiration Date which results in all exercise of the Warrants becoming fully VestedContingent Options, the Company will issue to Ford Warrants to purchase that number of shares of Common Stock equal to the Aggregate Number less that Contingent Options Adjustment Number, plus (c) upon the occurrence of an event described in Section 2.12 of this Agreement, the number of shares of Series D Convertible Preferred Stock or Common Stock provided for therein, as such number of shares purchasable under such Warrant shall be adjusted from time to time pursuant to the provisions of this Agreement, all in accordance with the terms and conditions of this Agreement (the warrant referred to in this sentence is hereinafter referred to as the “2001 RSTW New Warrants”). On the Original Closing Date, RSTW purchased from AMHC at the purchase price of One Hundred Dollars ($100), and AMHC issued to RSTW, a warrant in the form attached to this Agreement as Annex A-2 and incorporated in this Agreement by reference to purchase the number of shares of AMHC’s Series D Convertible Preferred Stock and AMHC’s common stock provided for therein set forth, as such number of shares purchasable under such warrant are to be adjusted from time to time (the warrant referred to in this sentence is hereinafter referred to as the “1998 RSTW Warrant”). Effective as of September 25, 2000, RSTW purchased from AMHC at the purchase price of One Hundred Dollars ($100), and AMHC issued to RSTW, a warrant in the form attached to this Agreement as Annex A-3 and incorporated in this Agreement to purchase the number of shares of AMHC’s Series D Convertible Preferred Stock and AMHC’s Common Stock provided for therein, as such number of shares purchasable under such warrant are to be adjusted from time to time (the warrant referred to in this sentence is hereinafter referred to as the “2000 RSTW Warrant”; and together with the 1998 RSTW Warrant are hereinafter referred to as the “Original RSTW Warrants”). On the Closing Date, the Original RSTW Warrants will be converted, pursuant to the Advantage Merger, into one or more warrants which will be exchanged pursuant to this Agreement for Warrants in substantially the form attached to this Agreement as Annex A-4 and incorporated in this Agreement by reference to purchase (a) the number of shares of Series D Convertible Preferred Stock set forth beneath the name of RSTW on the signature page of this Agreement, plus (b) upon the exercise of the Contingent Options, the number of shares of Common Stock for which Warrants have previously been issued to Ford immediately prior equal to the effective date Contingent Options Adjustment Number, plus (c) upon each occurrence of an event described in Section 2.12 of this Agreement, the number of shares of Series D Convertible Preferred Stock or Common Stock provided for therein, as such number of shares purchasable under such warrant shall be adjusted from time to time pursuant to the provisions of this Agreement, all in accordance with the terms and conditions of this Agreement (the warrant referred to in this sentence is hereinafter referred to as the “2001 RSTW Merger Warrants”). Without limiting any other rights and benefits to which the 2001 RSTW Merger Warrant shall be entitled under the Advantage Merger or otherwise, the 2001 RSTW Merger Warrant also shall be treated as purchased and issued under this Agreement and entitled to all of the Change rights and benefits of Controlthis Agreement inuring to the Warrants purchased and issued hereunder (including, but not limited to, the rights and benefits inuring to such Warrants under the Stockholders’ Agreement and the Registration Rights Agreement).

The Warrants. (a) The Company agrees At Closing, Vanguard shall deliver to issue to Ford Warrants in substantially the form attached to this Agreement as Annex A and incorporated In this Agreement by reference, to purchase Escrow Agent an initial Warrant Certificate for the Aggregate Number Warrants. Within 30 Business Days after the expiration of shares of fully paid and non-assessable Common Stock, subject to vesting in accordance with Section 4.2 hereof and adjustment in accordance with Section 4.10 hereof. On each CapEx Year after the Closing Date, up to and including the Company shall issue date which is 30 Business Days after the expiration of the fifth CapEx Year after the Closing, Vanguard may deliver to Ford Warrants the Escrow Agent a new Warrant Certificate (in exchange for the return of any Warrant Certificate previously delivered to the Escrow Agent) for warrants issued to DMC to purchase 82,197 shares of fully paid and non-assessable Common Stock (such number representing one percent (1%) of the outstanding Common Stock on a Fully Diluted basis as of the Closing Date, or 7.6923% of the Aggregate Number as of the Closing Date), fully Vested and subject to adjustment in accordance with Section 4.10 hereof. On the day after the Class A Warrant Expiration Date, the Company shall issue to Ford Warrants to purchase that number of shares of fully paid and nonassessable Common Stock common stock of Vanguard equal to the Aggregate Number product of the Warrant Shares and the Remaining CapEx Ratio as of the Class A expiration of the applicable CapEx Year after the Closing (the “Adjusted Warrant Expiration Date minus Shares”) with an exercise price of $.01 per share. At such time as the amount of the Adjusted Warrant Shares equals zero, Vanguard shall provide notice thereof to Escrow Agent and Escrow Agent shall immediately return to Vanguard any Warrant Certificate previously delivered to the Escrow Agent. Upon DMC’s receipt of the Warrant Certificate, Buyer shall be relieved of its obligations under Sections 12,4(b) through 12.4(f) to the extent of the then value of the shares of common stock then purchasable upon exercise of the Warrant (it being understood that such determination shall be made as of the date of DMC’s receipt of the Warrant Certificate, and shall not be subject to further adjustment, including as a result of any subsequent change in the valuation of Vanguard’s common stock), based on the valuation of Vanguard’s common stock prepared by the Independent Appraiser as of the date of the exercise of the Warrant, which appraisal shall be obtained by Vanguard, at its sole cost and expense, within a reasonable period of time after the date the Warrant is exercised. If such value of the shares of common stock upon exercise of the Warrant is greater than the Remaining CapEx Commitment, DMC shall surrender to Vanguard, after exercise, a number of shares of Common Stock with respect common stock of Vanguard having an aggregate value equal to which Warrants had previously been issued to Ford hereunder, and such Warrants shall be subject to vesting in accordance with Section 4.2 and subject to adjustment in accordance with Section 4.10 hereof, provided, that (a) in the event Ford achieves the Base Volume Levels for calendar year 2001 during any value of the first three calendar quarters of 2001, the Company shall issue to Ford on the date which is five (5) Business Days after delivery common stock in excess of the Volume Report indicating achievement of such Base Volume Levels for 2001 additional Warrants for that number of shares of fully paid and nonassessable shares of Common Stock equal to 7.6923% of the Aggregate Number as of such date Remaining CapEx Commitment (it being understood and agreed that if Ford achieves such determination shall be made as of the 2001 Base Volume Levels during date of DMC’s receipt of the fourth quarter of 2001, such Warrants will be issued on the Class A Warrant Expiration Oats)Certificate, and (b) shall not be subject to further adjustment, including as a result of any subsequent change in the event valuation of a Change in Control prior to the Class A Warrant Expiration Date which results in all of the Warrants becoming fully Vested, the Company will issue to Ford Warrants to purchase that number of shares of Common Stock equal to the Aggregate Number less that number of shares of Common Stock for which Warrants have previously been issued to Ford immediately prior to the effective date of the Change of ControlVanguard’s common stock).