EXHIBIT 10.1
MEDIA WARRANT AGREEMENT
between
[NEWCO],
as Issuer,
and
USA NETWORKS, INC.,
as Warrantholder
Dated as of [ ], 2000
TABLE OF CONTENTS
PAGE
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SECTION 1. Definitions...................................... 1
SECTION 2. The Warrants..................................... 5
SECTION 3. Exercise......................................... 5
SECTION 4. Payment of Taxes................................. 7
SECTION 5. Replacement Warrant.............................. 7
SECTION 6. Reservation of Class B Common Stock and Other
Covenants................................................. 7
SECTION 8. No Dilution or Impairment........................ 15
SECTION 9. Transfers of the Warrant......................... 16
SECTION 10. Survival of Provisions.......................... 17
SECTION 11. Delays, Omissions and Indulgences............... 17
SECTION 12. Rights of Transferees........................... 17
SECTION 13. Captions........................................ 17
SECTION 14. Notices......................................... 17
SECTION 15. Successors and Assigns.......................... 18
SECTION 16. Severability.................................... 18
SECTION 17. Governing Law................................... 18
SECTION 19. Entire Agreement; Amendment..................... 19
SECTION 20. Rules of Construction........................... 19
MEDIA WARRANT AGREEMENT
MEDIA WARRANT AGREEMENT, dated as of , 2000, between [Newco], a
Delaware corporation (the "COMPANY"), and USA Networks, Inc., a Delaware
corporation (the "WARRANTHOLDER").
WITNESSETH:
WHEREAS, Xxxxxxxxxx.xxx, Inc., a California corporation ("STYLECLICK"), and
USANi Sub LLC, a Delaware limited liability company ("PARENT"), have entered
into an Agreement and Plan of Merger, dated as of January 24, 2000 (the "MERGER
AGREEMENT"), which provides for, among other things, the merger of Styleclick
(the "MERGER") with a wholly owned subsidiary of the Company and the concurrent
contribution by Parent to the Company of all of the outstanding limited
liability interests of Internet Shopping Network LLC, a Delaware limited
liability company ("ISN");
WHEREAS, concurrently with the execution hereof, the Warrantholder has
executed the Media Commitment (as defined below);
WHEREAS, as a condition to the willingness of the parties to enter into the
Merger Agreement and the Media Commitment, the Company has agreed to issue a
warrant (the "WARRANT") to purchase shares of Class B Common Stock (as defined
below) to the Warrantholder prior to the Closing (as defined in the Merger
Agreement);
WHEREAS, the Company proposes to issue a certificate evidencing the Warrant
(such warrant certificate issued pursuant to this Agreement being hereinafter
referred to as the "WARRANT CERTIFICATE"); and
WHEREAS, the Company and Warrantholder desire to set forth in this
Agreement, among other things, the form and provisions of the Warrant
Certificate and the terms and conditions under which it may be issued,
transferred, exchanged, replaced and surrendered in connection with the exercise
of the Warrant.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
following meanings.
"AFFILIATE" means, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first Person. The term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.
"AGGREGATE EXERCISE PRICE" has the meaning assigned thereto in
Section 3(b).
"BUSINESS DAY" means any day other than a day on which (i) banks in the
State of New York are authorized or obligated to be closed or (ii) the New York
Stock Exchange is closed.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"CAPITAL STOCK" means (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.
"CASHLESS EXERCISE" has the meaning assigned thereto in Section 3(c).
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"CHARTER DOCUMENTS" means the Certificate of Incorporation and the Bylaws of
the Company, as amended or supplemented from time to time.
"CLASS A COMMON STOCK" means the Class A Common Stock, par value $0.01 per
share, of the Company.
"CLASS B COMMON STOCK" means the Class B Common Stock, par value $0.01 per
share, of the Company.
"COMMON STOCK" means (a) the Class A Common Stock and the Class B Common
Stock, (b) any other Capital Stock into which such Common Stock is reclassified
or reconstituted and (c) in the case of any reorganization, reclassification,
consolidation, merger, or sale of the character referred to in Section 7(e)
hereof, the stock or other securities or property provided for in such Section.
"COMMON STOCK DEEMED OUTSTANDING" shall mean the number of shares of Common
Stock actually outstanding (not including shares of Common Stock held in the
treasury of the Company), plus (x) in case of any adjustment required by
Section 7(a) resulting from the issuance of any Options, the maximum total
number of shares of Common Stock issuable upon the exercise of the Options for
which the adjustment is required (including any Common Stock issuable upon the
conversion of Convertible Securities issuable upon the exercise of such
Options), and (y) in the case of any adjustment required by Section 7(a)
resulting from the issuance of any Convertible Securities, the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of the Convertible Securities for which the adjustment is required, as
of the date of issuance of such Convertible Securities, if any.
"CONVERTIBLE SECURITIES" means evidences of indebtedness, shares of stock or
other securities which are directly or indirectly convertible or exchangeable,
with or without payment of additional consideration in cash or property, for
shares of Common Stock, either immediately or upon the onset of a specified date
or the happening of a specified event.
"DISTRIBUTION" has the meaning assigned thereto in Section 7(f).
"ELECTION TO PURCHASE" has the meaning assigned thereto in Section 3(a).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"EXERCISE AMOUNT" has the meaning assigned thereto in Section 3(a).
"EXERCISE PRICE" has the meaning assigned thereto in Section 2.
"EXPIRATION DATE" means the tenth (10th) anniversary of the date hereof.
"MARKET PRICE" as of any date, (i) means the average of the daily closing
bid prices for the shares of Class A Common Stock as reported to The Nasdaq
National Market for the trading day immediately preceding such date, or (ii) if
The Nasdaq National Market is not the principal trading market for the Class A
Common Stock, the average of the last reported bid prices on the principal
trading market for the Class A Common Stock during the same period, or, if there
is no bid price for such period, the last reported sales price for such period,
or (iii) if market value cannot be calculated as of such date on any of the
foregoing bases, the Market Price shall be the average fair market value as
reasonably determined by an investment banking firm selected by the Company and
reasonably acceptable to the Holders of a majority in interest of the Warrants,
with the costs of the appraisal to be borne by the Company.
"MEDIA COMMITMENT" means the agreement between ISN and the Warrantholder in
the Merger Agreement pursuant to which the Warrantholder will commit to provide
to ISN $10 million of Media Value from the Network over a period ending on the
third anniversary of the closing of the Merger.
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"MEDIA VALUE" means advertising time on the Network computed on a net basis
at fair market value rates, which shall determined by taking into account recent
sales by the Network of comparable size, volume and desired time in similar
product categories; PROVIDED that any determination of Media Value shall be made
in good faith by the Warrantholder, which determination shall be conclusive and
binding for purposes of this Agreement.
"NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.
"NETWORK" means the network of media properties of Warrantholder, including
USA Network, SciFi Channel, USA Broadcasting, Ticketmaster, Home Shopping
Network, Xxx-Xx.xxx, USA Xxxxxxxx.xxx, USA Xxxxxxx.xxx and USA Xxxxx.xxx and
others as they may exist from time to time.
"PERSON" means any individual, corporation, partnership, firm, group (as
such term is used in Section 13(d)(3) of the Exchange Act), joint venture,
association, trust, limited liability company, unincorporated organization,
estate, trust or other entity.
"PRINCIPAL OFFICE" means the Company's principal office as set forth in
Section 14 hereof or such other principal office of the Company in the United
States of America the address of which first shall have been set forth in a
notice to the Warrantholder.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of [ ], 2000, among the Company, the Warrantholder and Parent, as
amended, restated, supplemented or otherwise modified from time to time.
"REGULATORY REQUIREMENT" has the meaning assigned thereto in Section 6(c).
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
"SIGNIFICANT STOCKHOLDER" means any stockholder of the Company that,
together with its Affiliates, beneficially owns more than 50% of the then
outstanding voting securities of the Company.
"STOCKHOLDERS AGREEMENT" means the Stockholders Agreement, dated as of
[ ], 2000, among the Company, the Warrantholder, Parent and the other
stockholders named therein, as amended, restated, supplemented or otherwise
modified from time to time.
"SUBSIDIARY" of any Person means any corporation, partnership, joint venture
or other legal entity of which such Person (either directly or through or
together with any other Subsidiary of such Person), owns, directly or
indirectly, 50% or more of the stock or other equity interests the holders of
which are generally entitled to vote for the election of the board of directors
or similar governing body of such corporation, partnership, joint venture or
other legal entity.
"WARRANT SHARES" means (a) the shares of Class B Common Stock issued or
issuable upon exercise of the Warrant in accordance with its terms and (b) all
other shares of the Company's capital stock issued with respect to such shares
by way of stock dividend, stock split or other reclassification or in connection
with any merger, consolidation, recapitalization or other reorganization
affecting the Company's Capital Stock.
SECTION 2. THE WARRANTS.
Subject to the terms and conditions of this Agreement, the Company hereby
issues and delivers to the Warrantholder a warrant, substantially in the form of
Exhibit A hereto, to purchase 12,867,606 shares of fully paid and nonassessable
Class B Common Stock at a price per share equal to $11.50 (the "EXERCISE
PRICE").
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SECTION 3. EXERCISE.
(a) METHOD OF EXERCISE. From time to time on or before the Expiration Date,
the Warrantholder, in accordance with the terms hereof, may exercise the
Warrant, in whole or in part. The Warrantholder shall effect any such
exercise by delivering the Warrant to the Company during normal business
hours on any Business Day at the Company's Principal Office, together
with the Election to Purchase, substantially in the form of Exhibit B
hereto (the "ELECTION TO PURCHASE"), duly executed, and payment, in
accordance with Section 3(b), of the Exercise Price for the number of
Warrant Shares (the "EXERCISE AMOUNT") to be so purchased, as specified
in the Election to Purchase. If the Expiration Date is not a Business
Day, then the Warrant may be exercised on the next succeeding Business
Day.
(b) PAYMENT OF EXERCISE PRICE. Payment of the Aggregate Exercise Price (as
defined below) shall be made to the Company in cash or other immediately
available funds or as provided in Sections 3(c) or 3(d), or a combination
thereof, with respect to any exercise of the Warrant. In the case of
payment of all or a portion of the Aggregate Exercise Price pursuant to
Sections 3(c) or 3(d), the direction by the Warrantholder to make a
Cashless Exercise or Media Commitment Exercise, respectively, shall serve
as accompanying payment for such portion of the Aggregate Exercise Price.
The amount to be paid (the "AGGREGATE EXERCISE PRICE") shall equal the
product of (a) the Exercise Amount multiplied by (b) the Exercise Price.
(c) CASHLESS EXERCISE. The Warrantholder shall have the right, but no
obligation, to pay all or a portion of the Aggregate Exercise Price by
making a cashless exercise pursuant to this Section 3(c) (a "CASHLESS
EXERCISE"), in which case the portion of the Aggregate Exercise Price to
be so paid shall be deemed paid in full by the reduction of the number of
Warrant Shares otherwise issuable pursuant to the Election to Purchase by
that number of Warrant Shares equal to the quotient obtained by dividing
(x) the value of the Warrant at the time of exercise (determined by
subtracting (a) the Aggregate Exercise Price in effect immediately prior
to exercise from (b) the aggregate Market Price immediately prior to
exercise) by (y) the Market Price immediately prior to exercise.
(d) MEDIA COMMITMENT EXERCISE. The Warrantholder shall have the right, but
no obligation, to pay up to 50% of the Aggregate Exercise Price by making
a media commitment exercise pursuant to this Section 3(d) (a "MEDIA
COMMITMENT EXERCISE"), in which case the portion of the Aggregate
Exercise Price to be so paid shall be deemed paid in full by increasing
the amount of Media Value available under the Media Commitment by such
portion of the Aggregate Exercise Price, with such additional Media Value
being made available over the three year period beginning on the date of
exercise pursuant to this Section 3(d).
(e) ISSUANCE OF SHARES OF COMMON STOCK. Upon receipt by the Company of the
Warrant at its Principal Office in proper form for exercise, and
accompanied by payment of the Aggregate Exercise Price as aforesaid and,
in the case of any payment pursuant to Section 3(d) above, accompanied by
reasonably satisfactory evidence of such increased Media Value
commitment, the Warrantholder shall be deemed to be the holder of record
of the shares of Class B Common Stock issuable upon such exercise,
notwithstanding that certificates representing such shares of Class B
Common Stock may not then be actually delivered. Upon surrender of the
Warrant and payment of the Aggregate Exercise Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable
dispatch to, or upon the written order of, the Warrantholder (and in such
name or names as the Warrantholder may designate) a certificate or
certificates for the Exercise Amount, subject to any reduction as
provided in Section 3(c) for a Cashless Exercise.
(f) FRACTIONAL SHARES. The Company shall not be required to deliver
fractions of shares of Class B Common Stock upon exercise of the Warrant.
If any fraction of a share of Class B Common
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Stock would be deliverable upon exercise of the Warrant, the Company may,
in lieu of delivering such fraction of a share of Class B Common Stock,
make a cash payment to the Warrantholder in an amount equal to the same
fraction of the Market Price determined as of the Business Day
immediately preceding the date of exercise of the Warrant.
(g) PARTIAL EXERCISE. In the event of a partial exercise of the Warrant, the
Company shall issue to the Warrantholder a Warrant in like form for the
unexercised portion thereof.
SECTION 4. PAYMENT OF TAXES.
The Company shall pay all stamp taxes attributable to the initial issuance
of shares or other securities issuable upon the exercise of the Warrant or
issuable pursuant to Section 7 hereof, excluding any tax or taxes which may be
payable because of the transfer involved in the issuance or delivery of any
certificates for shares of Class B Common Stock or other securities in a name
other than that of the Warrantholder in respect of which such shares or
securities are issued.
SECTION 5. REPLACEMENT WARRANT.
If the Warrant is mutilated, lost, stolen or destroyed, the Company shall
issue and deliver in exchange and substitution for and upon cancellation of the
mutilated Warrant, or in lieu of and in substitution for the Warrant lost,
stolen or destroyed, a new Warrant of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction of such Warrant and upon receipt
of indemnity reasonably satisfactory to the Company.
SECTION 6. RESERVATION OF CLASS B COMMON STOCK AND OTHER COVENANTS.
(a) RESERVATION OF AUTHORIZED CLASS B COMMON STOCK. The Company shall
at all times reserve and keep available out of the aggregate of its
authorized but unissued shares, free of preemptive rights, such number of
its duly authorized shares of Class B Common Stock, or other stock or
securities deliverable pursuant to Section 7 hereof, as shall be sufficient
to enable the Company at any time to fulfill all of its obligations under
this Agreement and the Warrant.
(b) AFFIRMATIVE ACTIONS TO PERMIT EXERCISE AND REALIZATION OF
BENEFITS. If any shares of Class B Common Stock reserved or to be reserved
for the purpose of exercise of the Warrant, or any shares or other
securities reserved or to be reserved for the purpose of issuance pursuant
to Section 7 hereof, require registration with or approval (other than as a
result of a Regulatory Requirement contemplated by Section 6(c)) of any
governmental authority under any federal or state law (including approvals
or expirations of waiting periods required under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act, but excluding the Securities Act and any state
securities or "blue sky" laws) before such shares or other securities may be
validly delivered upon exercise of the Warrant, then the Company and the
Warrantholder shall cooperate with each other so that each may prepare and
file notification and report forms in compliance with such law and shall
otherwise fully comply with the requirements of such law, to the extent
required in connection with the exercise of the Warrant. The Company shall
bear all expenses in connection with the filing of such forms.
(c) REGULATORY REQUIREMENTS AND RESTRICTIONS. In the event of any
reasonable determination by the Warrantholder that, by reason of any
existing or future federal or state law, statute, rule, regulation,
guideline, order, court or administrative ruling, request or directive
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful) (a "REGULATORY REQUIREMENT"), the Warrantholder
is effectively restricted or prohibited from holding the Warrant or the
related Warrant Shares (including any shares of capital stock or other
securities
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distributable to the Warrantholder in any merger, reorganization,
readjustment or other reclassification), or otherwise realize upon or
receive the benefits intended under the Warrant, the Company shall, and
shall use its commercially reasonable efforts to have its stockholders, take
such action as the Warrantholder may deem reasonably necessary to permit the
Warrantholder to comply with such Regulatory Requirement. The costs of
taking such action shall be shared equally by the Company and the
Warrantholder. Such action to be taken may include the Company's
authorization of one or more new classes of capital stock for which the
Warrant may be exercised or the adoption of such modifications and
amendments to the Charter Documents, this Agreement, the Warrant or any
other documents and instruments related to or executed in connection
herewith or with the Warrant as may be deemed reasonably necessary by the
Warrantholder. The Warrantholder shall give written notice to the Company of
any such determination and the action or actions necessary to comply with
such Regulatory Requirement, which notice and determination shall be
conclusive absent manifest error, and the Company shall take all
commercially reasonable steps necessary to comply with such determination as
expeditiously as possible.
(d) VALIDLY ISSUED SHARES. The Company covenants that all shares of
Class B Common Stock or other securities that may be delivered upon exercise
of the Warrant (including those issued pursuant to Section 7 hereof) shall,
upon delivery by the Company, be duly authorized and validly issued, fully
paid and nonassessable, free from all taxes, liens and charges with respect
to the issue or delivery thereof and otherwise free of all other security
interests, encumbrances and claims of any nature whatsoever.
SECTION 7. ANTIDILUTION PROVISIONS. Prior to the Expiration Date or until
the Warrant is fully exercised, the Exercise Price and the number of Warrant
Shares shall be subject to adjustment from time to time as provided in this
Section 7. In the event that any adjustment of the Exercise Price as required
herein results in a fraction of a cent, such Exercise Price shall be rounded up
or down to the nearest cent.
(a) ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF
COMMON STOCK. Except as otherwise provided in Section 7(c) and 7(e) hereof,
if and whenever after the initial issuance of this Warrant, the Company
issues or sells, or in accordance with Section 7(b) hereof is deemed to have
issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less than the Market Price on the date of issuance
(a "Dilutive Issuance"), then effective immediately upon the Dilutive
Issuance, the Exercise Price will be adjusted in accordance with the
following formula:
E' = (E) (O + P/M) / (CSDO)
where:
E' = the adjusted Exercise Price;
E = the then current Exercise Price;
M = the then current Market Price;
O = the number of shares of Common Stock outstanding immediately
prior to the Dilutive Issuance;
P = the aggregate consideration, calculated as set forth in
Section 7(b) hereof, received by the Company upon such
Dilutive Issuance; and
CSDO = the total number of shares of Common Stock Deemed
Outstanding immediately after the Dilutive Issuance.
(b) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 7(a) hereof, the
following will be applicable:
(i) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any manner
issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to
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purchase Common Stock or other securities exercisable, convertible into
or exchangeable for Common Stock ("CONVERTIBLE SECURITIES"), but not to
include the grant or exercise of any stock or options which may hereafter
be granted or exercised under any employee or director benefit plan of
the Company now existing or to be implemented in the future, so long as
the issuance of such stock or options is approved by a majority of the
non-employee members of the Board of Directors or a majority of the
members of a committee of non-employee directors established for such
purpose (such warrants, rights and options to purchase Common Stock or
Convertible Securities are hereinafter referred to as "OPTIONS"), and the
price per share for which Common Stock is issuable upon the exercise of
such Options is less than the Market Price on the date of issuance
("BELOW MARKET OPTIONS"), then the maximum total number of shares of
Common Stock issuable upon the exercise of all such Below Market Options
(assuming full exercise, conversion or exchange of Convertible
Securities, if applicable) will, as of the date of the issuance or grant
of such Below Market Options, be deemed to be outstanding and to have
been issued and sold by the Company for such price per share. For
purposes of the preceding sentence, the price per share for which Common
Stock is issuable upon the exercise of such Below Market Options is
determined by dividing (A) the total amount, if any, received or
receivable by the Company as consideration for the issuance or granting
of such Below Market Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
exercise of all such Below Market Options, plus, in the case of
Convertible Securities issuable upon the exercise of such Below Market
Options, the minimum aggregate amount of additional consideration payable
upon the exercise, conversion or exchange thereof at the time such
Convertible Securities first become exercisable, convertible or
exchangeable, by (B) the maximum total number of shares of Common Stock
issuable upon the exercise of all such Below Market Options (assuming
full conversion of Convertible Securities, if applicable). No further
adjustment to the Exercise Price will be made upon the actual issuance of
such Common Stock upon the exercise of such Below Market Options or upon
the exercise, conversion or exchange of Convertible Securities issuable
upon exercise of such Below Market Options.
(ii) ISSUANCE OF CONVERTIBLE SECURITIES.
(A) If the Company in any manner issues or sells any Convertible
Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per
share for which Common Stock is issuable upon such exercise,
conversion or exchange (as determined pursuant to
Section 7(b)(ii)(B) if applicable) is less than the Market Price on
the date of issuance, then the maximum total number of shares of
Common Stock issuable upon the exercise, conversion or exchange of
all such Convertible Securities will, as of the date of the issuance
of such Convertible Securities, be deemed to be outstanding and to
have been issued and sold by the Company for such price per share.
For the purposes of the preceding sentence, the price per share for
which Common Stock is issuable upon such exercise, conversion or
exchange is determined by dividing (I) the total amount, if any,
received or receivable by the Company as consideration for the
issuance or sale of all such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange thereof at the time
such Convertible Securities first become exercisable, convertible or
exchangeable, by (II) the maximum total number of shares of Common
Stock issuable upon the exercise, conversion or exchange of all such
Convertible Securities. No further adjustment to the Exercise Price
will be made upon the actual issuances of such Common Stock upon
exercise, conversion or exchange of such Convertible Securities.
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(B) If the Company in any manner issues or sells any Convertible
Securities with a fluctuating conversion or exercise price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the
price per share for which Common Stock is issuable upon such
exercise, conversion or exchange for purposes of the calculation
contemplated by Section 7(b)(ii)(A) shall be deemed to be the lowest
price per share which would be applicable assuming that (I) all
holding period and other conditions to any discounts contained in
such Convertible Security have been satisfied, and (II) the Market
Price on the date of issuance of such Convertible Security was 80% of
the Market Price on such date (the "Assumed Variable Market Price").
(iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. Except for the
grant or exercise of any stock or options which may hereafter be granted
or exercised under any employee or director benefit plan of the Company
now existing or to be implemented in the future, so long as the issuance
of such stock or options is approved by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the
members of a committee of non-employee directors established for such
purpose, if there is a change at any time in (A) the amount of additional
consideration payable to the Company upon the exercise of any Options;
(B) the amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange or any Convertible
Securities; or (C) the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock (other than under or by
reason of provisions designed to protect against dilution), the Exercise
Price in effect at the time of such change will be readjusted to the
Exercise Price which would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case
may be, at the time initially granted, issued or sold.
(iv) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. If, in any case, the total number of shares of Common Stock
issuable upon exercise of any Options or upon exercise, conversion or
exchange of any Convertible Securities is not, in fact, issued and the
rights to exercise such option or to exercise, convert or exchange such
Convertible Securities shall have expired or terminated, the Exercise
Price then in effect will be readjusted to the Exercise Price which would
have been in effect at the time of such expiration or termination had
such Options or Convertible Securities, to the extent outstanding
immediately prior to such expiration or termination (other than in
respect of the actual number of shares of Common Stock issued upon
exercise or conversion thereof), never been issued.
(v) CALCULATION OF CONSIDERATION RECEIVED. If any Common Stock,
Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be
the amount received by the Company therefor, before deduction of
reasonable commissions, underwriting discounts or allowances or other
reasonable expenses paid or incurred by the Company in connection with
such issuance, grant or sale. In case any Common Stock, Options or
Convertible Securities are issued or sold for a consideration part or all
of which shall be other than cash, the amount of the consideration other
than cash received by the Company will be the fair market value of such
consideration except where such consideration consists of
freely-tradeable securities, in which case the amount of consideration
received by the Company will be the Market Price thereof as of the date
of receipt. The fair market value of any consideration other than cash or
securities will be determined in the good faith reasonable business
judgment of the Board of Directors.
(vi) EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment to
the Exercise Price will be made (i) upon the exercise of any warrants,
options or convertible securities issued and outstanding on the date
hereof in accordance with the terms of such securities as of such date;
(ii) upon the grant or exercise of any stock or options which may
hereafter be granted or
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exercised under any employee or director benefit plan of the Company now
existing or to be implemented in the future, so long as the issuance of
such stock or options is approved by a majority of the non-employee
members of the Board of Directors or a majority of the members of a
committee of non-employee directors established for such purpose;
(iii) upon the exercise of the Warrants or (iv) upon the issuance of
Common Stock or other Capital Stock of the Company as consideration in an
acquisition of a third party or in connection with a merger with a third
party; provided that, with respect to clause (iv), such third party is
not a controlled Affiliate of the Company or such transaction (A) has
been approved by a special committee of the Board of Directors comprised
solely of independent directors and such special committee has
recommended that the stockholders of the Company vote in favor thereof
and (B) the Company has received from a nationally recognized investment
banking firm a written opinion addressed to such special committee, for
inclusion in the proxy statement to be delivered to the stockholders,
substantially to the effect that such transaction is fair to Newco or to
Newco's stockholders (other than any Significant Stockholder) from a
financial point of view.
(c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at any
time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of shares, then,
after the date of record for effecting such subdivision, the Exercise Price
in effect immediately prior to such subdivision will be proportionately
reduced. If the Company, at any time after the initial issuance of this
Warrant, combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) its shares of Common Stock into a smaller
number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such
combination will be proportionately increased.
(d) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 7, the number of
shares of Class B Common Stock issuable upon exercise of this Warrant shall
be adjusted by multiplying a number equal to the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Class B
Common Stock issuable upon exercise of this Warrant immediately prior to
such adjustment and dividing the product so obtained by the adjusted
Exercise Price.
(e) MAJOR TRANSACTIONS. If the Company shall consolidate or merge with
any other corporation or entity (other than a merger in which the Company is
the surviving or continuing entity and its capital stock is unchanged and
unissued in such transaction (except for Common Stock constituting less than
twenty percent (20%) of the Company's Common Stock then outstanding)) or any
subsidiary of the Company shall be a party to a merger or consolidation or
other extraordinary transaction and the Company issues twenty percent (20%)
or more of its Common Stock in any such merger, consolidation or other
transaction or there shall occur any share exchange pursuant to which all of
the outstanding shares of Common Stock are converted into other securities
or property or any reclassification or change of the outstanding shares of
Common Stock (each of the foregoing being a "MAJOR TRANSACTION"), then the
Warrantholder may thereafter, at its option, be entitled, at its election,
either to (a) in the event that the Common Stock remains outstanding or
holders of Common Stock receive any common stock or substantially similar
equity interest, in each of the foregoing cases which is publicly traded,
retain its Warrant and the Warrant shall continue to apply to such Common
Stock or shall apply, as nearly as practicable, to such other common stock
or equity interest, as the case may be, or (b) regardless of whether
(a) applies, receive consideration, in exchange for the Warrant, equal to
the number of shares of stock or securities or property of the Company, or
of the entity resulting from such Major Transaction (the "MAJOR TRANSACTION
CONSIDERATION"), to which a holder of the number of shares of Class B Common
Stock delivered upon the exercise of the Warrant would have been entitled
upon such Major
9
Transaction had the Warrantholder exercised the Warrant (without regard to
any limitations on conversion or elsewhere contained) on the trading date
immediately preceding the public announcement of the transaction resulting
in such Major Transaction and had such Class B Common Stock been issued and
outstanding and had the Warrantholder been the holder of record of such
Class B Common Stock at the time of the consummation of such Major
Transaction, and the Company shall make lawful provision for the foregoing
as a part of such Major Transaction; and shall cause the issuer of any
security in such transaction which constitutes Registrable Securities under
the Registration Rights Agreement to assume all of the Company's obligations
under the Registration Rights Agreement. No sooner than ten Business Days
nor later than five Business Days prior to the consummation of the Major
Transaction, but not prior to the public announcement of such Major
Transaction, the Company shall deliver written notice ("NOTICE OF MAJOR
TRANSACTION") to the Warrantholder, which Notice of Major Transaction shall
be deemed to have been delivered one Business Day after the Company's
sending such notice by telecopy (provided that the Company sends a
confirming copy of such notice on the same day by overnight courier) of such
Notice of Major Transaction. Such Notice of Major Transaction shall indicate
the amount and type of the Major Transaction Consideration which the
Warrantholder would receive under this Section. If the Major Transaction
Consideration does not consist entirely of United States currency, such
holder may elect to receive United States currency in an amount equal to the
value of the Major Transaction Consideration in lieu of the Major
Transaction Consideration by delivering notice of such election to the
Company within five Business Days of such holder's receipt of the Notice of
Major Transaction.
(f) DISTRIBUTION OF ASSETS. In case the Company shall declare or make
any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial liquidating dividend, by way of return of
capital or otherwise (including any dividend or distribution to the
Company's shareholders of cash or shares (or rights to acquire shares) of
capital stock of a subsidiary) (a "Distribution"), at any time after the
initial issuance of this Warrant, then the Warrantholder shall be entitled
upon exercise of this Warrant for the purchase of any or all of the shares
of Common Stock subject hereto, to receive the amount of such assets (or
rights) which would have been payable to the Warrantholder had the
Warrantholder been the holder of such shares of Common Stock on the record
date for the determination of shareholders entitled to such Distribution.
(g) NOTICES OF ADJUSTMENT. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then, and in each such case,
the Company shall give notice thereof to the Warrantholder, which notice
shall state the Exercise Price resulting from such adjustment and the
increase or decrease in the number of Warrant Shares purchasable at such
price upon exercise, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Such
calculation shall be certified by the chief financial officer of the
Company.
(h) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise
Price in effect at the time such adjustment is otherwise required to be
made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which,
together with any adjustments so carried forward, shall amount to not less
than 1% of such Exercise Price.
(i) NO FRACTIONAL SHARES. No fractional shares of Class B Common Stock
are to be issued upon the exercise of this Warrant, but the Company shall
pay a cash adjustment in respect of any fractional share which would
otherwise be issuable in an amount equal to the same fraction of the Market
Price; PROVIDED that in the event that sufficient funds are not legally
available for the payment of such cash adjustment any fractional shares of
Class B Common Stock shall be rounded up to the next whole number.
10
(j) OTHER NOTICES. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock
payable in shares of stock of any class or make any other
distribution to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the
holders of the Common Stock any additional shares of stock of
any class or other rights;
(iii) there shall be any capital reorganization of the Company, or
reclassification of the Common Stock, or consolidation or
merger of the Company with or into, or sale of all or
substantially all of its assets to, another corporation or
entity; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then, in each such case, the Company shall give to the Warrantholder (a) notice
of the date on which the books of the Company shall close or a record shall be
taken for determining the holders of Common Stock entitled to receive any such
dividend, distribution, or subscription rights or for determining the holders of
Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto, but in no event earlier than public announcement of such
proposed transaction or event. Failure to give any such notice or any defect
therein shall not affect the validity of the proceedings referred to in clauses
(i), (ii), (iii) and (iv) above.
SECTION 8. NO DILUTION OR IMPAIRMENT.
The Company will not, by amendment of its Charter Documents or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
share exchange, dissolution or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of the Warrant,
including the adjustments required under Section 7 hereof, and will at all times
in good faith assist in the carrying out of all such terms and in taking of all
such action as may be necessary or appropriate to protect the rights of the
Warrantholder against dilution or other impairment. Without limiting the
generality of the foregoing and notwithstanding any other provision of the
Warrant to the contrary (including by way of implication), the Company (a) will
not increase the par value of any shares of Class B Common Stock receivable on
the exercise of the Warrant above the amount payable therefor on such exercise
and (b) will take all such corporate action as may be necessary or appropriate
so that the Company may validly and legally issue fully paid and nonassessable
shares of Class B Common Stock on the exercise of the Warrant.
SECTION 9. TRANSFERS OF THE WARRANT.
(a) TRANSFER AND EXCHANGES. The Company shall initially record the
Warrant on a register to be maintained by the Company with its other stock
books and, subject to Section 9(b) hereof and the provisions of the
Stockholders Agreement, from time to time thereafter shall record a transfer
of the Warrant on such register when the Warrant is: (i) surrendered for
transfer in accordance with the terms hereof, (ii) properly endorsed and
accompanied by appropriate instructions, and (iii) accompanied by payment in
cash or by check, bank draft or money order payable to the order
11
of the Company, in United States currency, of an amount equal to any stamp
or other tax or governmental charge or fee required to be paid in connection
with the transfer thereof. Upon any such transfer, a new Warrant or Warrants
shall be issued to the transferee and the Warrantholder (in the event that
the Warrant is only partially transferred) and the surrendered Warrant shall
be canceled. Each such transferee shall succeed to all of the rights of the
transferring Warrantholder under this Agreement or in the event that the
Warrant is only partially transferred, the transferring Warrantholder and
such transferee shall, simultaneously, hold rights hereunder in proportion
to their respective percentage interests of the original Warrant. The
Warrant may be exchanged at the option of the Warrantholder, when
surrendered at the Principal Office of the Company, for another Warrant or
other Warrants of like tenor and representing in the aggregate the right to
purchase a like number of shares of Common Stock, subject to adjustment as
more fully set forth herein.
(b) TRANSFERS SUBJECT TO SECURITIES LAWS; STOCKHOLDERS
AGREEMENT. Subject to the restrictions set forth in this Section 9 and the
Stockholders Agreement, the Warrantholder may at any time and from time to
time freely transfer the Warrant and the Warrant Shares in whole or in part.
The Warrant has not been, and the Warrant Shares at the time of their
issuance may not be, registered under the Securities Act, and, except as
provided in the Stockholders Agreement or the Registration Rights Agreement,
nothing herein contained shall be deemed to require the Company to so
register the Warrant or Warrant Shares. The Warrant and the Warrant Shares
are issued or issuable subject to the provisions and conditions contained
herein and the Warrantholder by accepting the Warrant agrees with the
Company to such provisions and conditions, and represents to the Company
that the Warrant has been acquired and the Warrant Shares will be acquired
for the account of the Warrantholder for investment and not with a view to
or for sale in connection with any distribution thereof.
(c) TRANSFERS TO NON-AFFILIATES. Notwithstanding the foregoing, upon
any transfer of this Warrant to a transferee that is not an Affiliate of the
Warrantholder, this Warrant shall automatically be amended to (i) become
exercisable solely for the number of shares of Class A Common Stock equal to
the number of shares of Class B Common Stock for which the Warrant was
exercisable prior to such transfer and (ii) provide that such transferee
shall not be entitled to pay the Aggregate Exercise Price by a Media
Commitment Exercise pursuant to Section 3(d)
SECTION 10. SURVIVAL OF PROVISIONS.
The provisions of this Agreement and the Warrant shall survive until the
earlier of (a) the full exercise by of the Warrant or (b) the Expiration Date.
SECTION 11. DELAYS, OMISSIONS AND INDULGENCES.
No delay or omission to exercise any right, power or remedy accruing to the
Warrantholder upon any breach or default of the Company hereunder or under the
Warrant shall impair any such right, power or remedy, nor shall it be construed
to be a waiver of any such breach or default, or any acquiescence therein, or of
or in any similar breach or default thereafter occurring, nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the Warrantholder's part of any breach or
default hereunder or under the Warrant, or any waiver on the Warrantholder's
part of any provisions or conditions hereof or of the Warrant must be in writing
and that all remedies, either hereunder, under the Warrant or by law or
otherwise afforded to the Warrantholder, shall be cumulative and not
alternative.
SECTION 12. RIGHTS OF TRANSFEREES.
Subject to Section 9(c), the rights granted to the Warrantholder hereunder
and under the Warrant shall pass to and inure to the benefit of all subsequent
transferees of all or any portion of the Warrant
12
until extinguished pursuant to the terms hereof; provided that the Warrantholder
and any transferee shall hold such rights in proportion to their respective
ownership of the Warrant and Warrant Shares.
SECTION 13. CAPTIONS.
The titles and captions of the Sections and other provisions hereof are for
convenience of reference only and are not to be considered in construing this
Agreement.
SECTION 14. NOTICES.
All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified
first-class mail, return receipt requested, telecopy, overnight courier service
or personal delivery:
(a) if to the Company:
[ ]
[ ]
[ ]
[ ]
Attention: [ ]
Telecopy: [ ]
(b) if to the Warrantholder:
[ ]
[ ]
[ ]
[ ]
Attention: [ ]
Telecopy: [ ]
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial overnight courier service; five Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.
SECTION 15. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, provided that the Company
shall have no right to assign its rights, or to delegate its obligations,
hereunder without the prior written consent of the Warrantholder.
SECTION 16. SEVERABILITY.
If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired, unless the provisions held invalid, illegal or
unenforceable shall substantially impair the benefits of the remaining
provisions hereof.
SECTION 17. GOVERNING LAW.
THIS AGREEMENT AND THE WARRANT IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.
13
SECTION 18. JURISDICTION. Each party to this Agreement hereby irrevocably
agrees that any legal action or proceeding arising out of or relating to this
Agreement or any agreements or transactions contemplated hereby shall be brought
in the courts of the State of New York and hereby expressly submits to the
personal jurisdiction and venue of such courts for the purposes thereof and
expressly waives any claim of improper venue and any claim that such courts are
an inconvenient forum.
SECTION 19. ENTIRE AGREEMENT; AMENDMENT.
This Agreement, the Warrant, the Merger Agreement and the other agreements
and documents referenced therein are intended by the parties as a final
expression of their agreement and are intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement or of the Warrant
may be amended or modified only by an instrument in writing signed by the
Company and the Warrantholder.
SECTION 20. RULES OF CONSTRUCTION.
Unless the context otherwise requires "or" is not exclusive, and references
to sections or subsections refer to sections or subsections of this Agreement.
All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context may require.
* * *
14
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed as of the date first above written.
NEWCO
By:
-----------------------------------------
Name:
Title:
USA NETWORKS INC.
By:
-----------------------------------------
Name:
Title:
15
EXHIBIT A
FORM OF WARRANT
THIS CLASS B COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE
PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER THE SECURITIES LAWS OF ANY STATE. THIS CLASS B COMMON STOCK PURCHASE
WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
DISTRIBUTION, AND THIS CLASS B COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT
MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE THE SECURITIES
ACT OF 1933, AND APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT IS SUBJECT TO THE TERMS OF A WARRANT AGREEMENT, DATED AS OF
[ ], 2000, BETWEEN [NEWCO] AND [USA].
[NEWCO]
CLASS B COMMON STOCK PURCHASE WARRANT
NUMBER
THIS IS TO CERTIFY that USA Networks, Inc., a Delaware corporation, and its
transferees, successors and assigns (the "WARRANTHOLDER"), for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, is
entitled to purchase from [Newco], a Delaware corporation (the "COMPANY"), at a
price per share equal to the Exercise Price, 12,539,788 shares of fully paid and
nonassessable Class B Common Stock of the Company, subject to the terms and
conditions of the Warrant Agreement, dated as of [ ], 2000, between
the Company and the Warrantholder (as amended or otherwise modified, the
"WARRANT AGREEMENT"). The number of shares of Class B Common Stock subject to
this Warrant is subject to adjustment or reduction as set forth in Section 7 of
the Warrant Agreement. Capitalized terms used herein shall have the meanings
ascribed to such terms in the Warrant Agreement.
Payment of the Exercise Price may be made as set forth in Section 3 of the
Warrant Agreement.
If this Warrant is not exercised on or before 5:00 p.m., Pacific Standard
time on the Expiration Date, this Warrant shall become void and all rights
hereunder shall cease as of such time, except as provided in the Warrant
Agreement.
This Warrant is issued pursuant to the Warrant Agreement and is subject to,
and entitled to the benefits of, all of the terms, provisions and conditions of
the Warrant Agreement, which Warrant Agreement is hereby incorporated by
reference herein and made a part hereof. The Warrant Agreement sets forth a full
description of the rights, limitations of rights, obligations, duties and
immunities of the Company and the Warrantholder with respect to this Warrant.
Copies of the Warrant Agreement are on file at the Principal Office of the
Company.
16
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name by its duly authorized officer, as of the day of [ ], 2000.
[NEWCO]
By:
-----------------------------------------
Name:
Title:
17
EXHIBIT B
FORM OF NOTICE OF EXERCISE
______ ______, ______
To: [ ]
[ ]
[ ]
[ ]
Attention: [ ]
Telecopy: [ ]SS
1. The undersigned, pursuant to the provisions of the attached Warrant,
hereby elects to exercise such Warrant with respect to shares of
Class B Common Stock (the "EXERCISE AMOUNT"). Capitalized terms used but not
otherwise defined herein have the meanings ascribed thereto in the attached
Warrant.
2. The undersigned herewith tenders payment for such shares in the
following manner (please check type, or types, of payment and indicate the
portion of the Exercise Price to be paid by each type of payment):
Exercise for Cash
Cashless Exercise
Media Commitment Exercise
3. Please issue a certificate or certificates representing the shares
issuable in respect hereof under the terms of the attached Warrant, as
follows:
(Name of Record Warrantholder/Transferee)
and deliver such certificate or certificates to the following address:
(Address of Record Warrantholder/Transferee)
4. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that
the undersigned has no present intention of distributing or reselling such
shares.
5. If the Exercise Amount is less than all of the shares of Class B
Common Stock purchasable hereunder, please issue a new warrant representing
the remaining balance of such shares, as follows:
(Name of Record Warrantholder/Transferee)
and deliver such warrant to the following address:
(Address of Record Warrantholder/Transferee)
In witness whereof, the undersigned Warrantholder has caused this Notice of
Exercise to be executed as of this day of , .
(Name of Warrantholder)
By:
-----------------------------------------
Name:
Title:
18
