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.
WARRANT TO PURCHASE COMMON
STOCK
September 21,
2005
THIS CERTIFIES
THAT, for value received, LaSalle St. Securities, LLC, a Delaware
limited liability company with its principal place of business at
940 N. Industrial Dr., Elmhurst, Illinois 60126 (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, 13,714
shares (the "Shares") of common stock (GLOV:NASDAQ small cap) of
the Company (the "Common Stock"). Each Share subject to this
Warrant may be purchased for a price per share equal to $3.50 (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 $8.75 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
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