WILLIAMS. Name: Michael R. Williams Title: Senxxx Xxxx Xxxxxxxxx and Treasurer U.S. BANK, N.A., as Warrant Agent By: /s/ FRANK P. LESLIE ------------------------------- Name: Frank P. Leslie Title: Vice Prxxxxxxx EXHIBIT A [Form of Warrant Certificate] 135,000 Warrants No. 1 CUSIP No. Warrant Certificate ORBITAL SCIENCES CORPORATION This Warrant Certificate certifies that Cede & Co., or its registered assigns, is the registered holder of Warrants, expiring August 15, 2006 (the "WARRANTS"), to purchase common stock, par value $.01 per share (the "COMMON STOCK"), of Orbital Sciences Corporation, a Delaware corporation (the "COMPANY"). Each Warrant initially entitles the registered holder upon exercise at any time from 9:00 a.m., New York City time, on the date immediately following the Mandatory Separation Date (as defined in the Warrant Agreement) (the "EXERCISE DATE") until 5:00 p.m., New York City time, on August 15, 2006, the Expiration Date, to receive from the Company 122.23 fully paid and nonassessable shares of Common Stock (the "WARRANT SHARES") at the initial exercise price (the "EXERCISE PRICE") of $3.86 per share payable upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Exercise Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and to the extent not exercised by such time Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in New York, including, without limitation Sections 5-1401 and 5- 1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practices Laws and Rules.
WILLIAMS. Date_____ _________ WITNESSED BY: -------------------------------------------- -------------------------------------------- Date
WILLIAMS. Name: ANTHONY R.
WILLIAMS. Montana [to come] -------------------------------------------------------------------------------- Nebraska
WILLIAMS. Non-Competxxxxx xxx Xxx-Xxxxxosure Agreement dated as of January 29, 2002 between Kendle and Yolanda F.
WILLIAMS. Employment Agreement dated xx xx Januaxx 00, 0000 xxxxxxx Kendle and Yolanda F.
WILLIAMS. J. HILLER HARDIE ---------------- Xxx-Competition xxx Xxx-Xixxxxxxre Agreement dated as of January 29, 2002 between Kendle and J. Hiller Hardie.
WILLIAMS. Witness /s/ Davix X. Xxxxxxxx ----------------------------- ------------------------------------- David B. Williams Witness ------------------------------ Lxxxxxx Xxxxxxx Xxgnature Page for Amendment No. 1 to Limited Partnership Agreement ALISON A. RANKIN as Trustee under Xxxxxxxxxxx Xrust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
WILLIAMS. Sonoma represents that the Agreement: (i) is entered into freely and voluntarily, without any degree of duress or compulsion whatsoever; (ii) has been duly authorized; and (iii) constitutes the valid and binding obligation of Xxxxxxxx-Sonoma, and each of its successors and/or assigns, enforceable against Xxxxxxxx-Sonoma in accordance with the Agreement’s terms. The individuals signing the Agreement on behalf of Williams-Sonoma represent and warrant that they are duly authorized by Xxxxxxxx-Sonoma to execute the Agreement.
WILLIAMS. The failure by a party to exercise any right hereundxx xxxxx xxx operate as a waiver of such party's right to exercise such right or any other right in the future. Mr. Williams may not assign any of his rights or delegate any of hxx xxxxxx xxder this Agreement, but this Agreement shall be binding upon and inure to the benefit of Mr. Williams' successors, heirs, assigns, administrators, executorx xxx xxxxxxentatives. This Agreement may be assigned to, and shall be binding upon and inure to the benefit of, the successors and assigns of the Company. Each party hereto shall pay his or its own attorney's fees in connection with the drafting and negotiation of this Agreement.
