THIS
WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
ACT OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS
WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT OR PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACTS.
AHPC HOLDINGS,
INC.
CLASS B WARRANT TO PURCHASE
COMMON STOCK
September 21,
2005
THIS CERTIFIES
THAT, for value received, __________________ with a principal
residence or business at _____________________________________ (the
“Holder”) is entitled to purchase from AHPC Holdings,
Inc., a Maryland corporation (the “Company”), at any
time or from time to time after the date hereof and ending at 5:00
p.m. Chicago, Illinois time on the fifth (5th) calendar anniversary
of the date hereof, __________ shares (the “Shares”) of
common stock of the Company (the “Common Stock”). Each
Share subject to this Warrant may be purchased for a price per
share equal to $4.50 (the “Warrant Price”).
1.
Method of Exercise; Payment;
Issuance of New Warrant; Mandatory Conversion
.
(a)
Method of Exercise;
Payment . The purchase
right represented by this Warrant may be exercised by the Holder,
in whole or in part and from time to time any time after the date
hereof, by (i) the surrender of this Warrant (with a notice of
exercise in the form attached hereto as Exhibit A, duly executed)
at the principal office of the Company and (ii) the payment to the
Company, by check or wire transfer of funds to an account specified
in writing by the Company, of an amount equal to the Warrant Price
times the number of Shares being exercised..
(b)
Issuance of New
Warrant . In the event
that all Shares represented by this Warrant are not exercised, the
Company shall within five (5) business days issue to Holder a new
Warrant for the unexercised Shares, such Warrant as shall be
identical in all respects to this Warrant except for the number of
Shares it represents.
(c)
Mandatory Conversion
. In the event that the closing
price of the Common Stock on NASDAQ (or any other national exchange
or quoting system on which the Common Stock trades if no longer
traded on NASDAQ) exceeds $11.25 for fifteen (15) consecutive
trading days, this Warrant shall be automatically exercised in full
in a cashless exchange. The number of common shares to be issued as
a result of the cashless exchange shall be equal to the average
closing stock price of the Common Stock on the fifteen days
preceding the date of exercise minus the Warrant Price, with such
difference multiplied by the number of Shares being exercised, and
finally such product being divided by the Warrant Price. The
average price of the Common Stock used in determining the number of
shares that shall be issued to Holder upon the mandatory conversion
of this Warrant shall be computed by adding together the closing
price on NASDAQ (or any other national exchange or quoting system
on which the Common Stock trades if no longer traded on NASDAQ) for
each of the fifteen days and dividing that sum by that number of
days (fifteen).
2.
Stock Fully Paid; Reservation of
Shares . All Shares that
may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and nonassessable, and
free from all preemptive rights, taxes, liens and charges with
respect to the issue thereof; provided, however, that the Company
shall not be required to pay any transfer taxes with respect to the
issue of shares in any name other than that of the registered
holder hereof. During the period within which the rights
represented by this Warrant may be exercised, the Company will at
all times have authorized, and reserved for the purpose of the
issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant. The
Company shall at all times take all such action and obtain all such
permits or orders as may be necessary to enable the Company
lawfully to issue such Common Stock as duly and validly issued,
fully paid and nonassessable shares upon exercise in full of this
Warrant.
3.
Fractional Shares
. No fractional shares of Common
Stock will be issued in connection with any exercise hereunder, but
in lieu of such fractional shares the Company shall make a cash
payment therefor upon the basis of the current market price of such
Shares then in effect as determined in good faith by the
Company’s Board of Directors.
4.
Adjustment
. This Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events,
as follows:
(a)
Adjustment for Stock Splits and
Combinations . If the
Company shall at any time or from time to time after the date
hereof effect a subdivision of the outstanding Common Stock, the
Warrant Price then in effect immediately before that subdivision
shall be proportionately decreased. If the Company shall at any
time or from time to time after the date hereof combine the
outstanding Common Stock, the Warrant Price then in effect
immediately before the combination shall be proportionately
increased. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or
combination becomes effective.
(b)
Adjustment for Certain Dividends
and Distributions . In
the event the Company at any time or from time to time after the
date hereof shall make or issue a dividend or other distribution
payable in additional shares of Common Stock, then and in each such
event the Warrant Price shall be decreased as of the time of such
issuance, by multiplying the Warrant Price by a
fraction:
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the numerator
of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance;
and
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the denominator
of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance plus
the number of shares of Common Stock issuable in payment of such
dividend or distribution.
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(c)
Adjustments for Other Dividends
and Distributions . In
the event the Company at any time or from time to time after the
date hereof shall make or issue a dividend or other distribution
payable in securities of the Company other than Common Stock, then
and in each such event, provision shall be made so that the Holder
shall receive upon exercise hereof in addition to the number of
shares of Common Stock receivable thereupon, the amount of
securities of the Company that it would have received had this
Warrant been exercised on the date of such event and had the Holder
thereafter, during the period from the date of such event to and
including the conversion date, retained such securities receivable
by it as aforesaid during such period, given application to all
adjustments called for during such period, under this Section
4.
(d)
Adjustment of Number of
Shares . Upon each
adjustment of the Warrant Price pursuant to this Section 4, the
number of shares of Common Stock purchasable upon exercise of this
Warrant shall be adjusted to the number of shares of Common Stock,
calculated to the nearest one hundredth of a share, obtained by
multiplying the number of shares of Common Stock purchasable
immediately prior to such adjustment upon the exercise of the
Warrant by the Warrant Price in effect prior to such adjustment and
dividing the product so obtained by the new Warrant
Price.
(e)
Adjustment for Reclassification,
Exchange and Substitution . If the Common Stock issuable upon the exercise
of this Warrant are changed into the same or different number of
shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a
subdivision or combination provided for in Subsection (a) above, a
dividend or distribution provided for in Subsection (b) or (c)
above, or a reorganization, merger, consolidation or sale of
assets, provided for in Subsection (f) below), then and in any such
event the Holder shall have the right thereafter to exercise this
Warrant into the kind and amount of stock and other securities
receivable upon such recapitalization, reclassification or other
change, by holders of the number of shares of Common Stock for
which this Warrant might have been exercised immediately prior to
such recapitalization, reclassification or change.
(f)
Reorganization, Mergers,
Consolidations or Sales of Assets . If at any time or from time to time there is a
capital reorganization of the Common Stock (other than a
subdivision or combination provided for in Subsection (a) above, a
dividend or distribution provided for in Subsection (b) or (c)
above, or a reclassification or exchange of shares provided for in
Subsection (e) above) or a merger or consolidation of the Company
with or into another corporation, or the sale of all or
substantially all of the Company’s properties and assets to
any other person, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made so that the Holder
shall thereafter be entitled to receive upon exercise of this
Warrant, upon payment of the Warrant Price, the number of shares of
stock or other securities or property of the Company, or of the
successor corporation resulting from such merger or consolidation
or sale, to which a holder of Common S
