RANGER AEROSPACE CORPORATION
WARRANT AGREEMENT
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March 7, 2000
Tioga Capital Corporation
3285 Willard Street
San Diego, CA 92128
Attention: George Schwartz, President
Re: Ranger Aerospace Corporation (the "Company")
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Grant of Stock Warrant
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Gentlemen:
The Company is pleased to advise you that its Board of Directors has
granted to Tioga Capital Corporation ("TCC") a stock warrant (an "Warrant"), as
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provided below.
1. Definitions. For the purposes of this Agreement, the following
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terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
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"Cause" shall have the meaning ascribed to the term in the Chairman
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Agreement among, inter alia, George Schwartz ("GS") and the Company dated as of
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April 1, 1998 as amended. GS shall not be deemed to have been terminated for
Cause unless the Company has delivered to TCC or GS a written notice specifying
in reasonable detail the facts and circumstances that are the basis for
terminating GS' position with the Company as Chairman for Cause. Should the
Company and GS be unable to agree on whether or not GS' conduct, acts or
omissions constitute Cause within thirty (30) business days after GS' position
with the Company as Chairman has been terminated, the controversy as to whether
GS' conduct constitutes Cause shall be settled exclusively by arbitration in
accordance with the requirements of the labor arbitration rules of the American
Arbitration Association then in effect. Arbitration shall commence upon the
appointment of arbitrators mutually agreeable to the parties and shall continue,
without interruption unless required by the arbitrator(s), with the written
decision of the arbitrator(s) to be issued within one-hundred fifty (150) days
after filing a Notice of Arbitration. All expenses and fees of the
arbitrator(s) shall be borne by the parties equally. Each party shall bear its
own respective attorneys' and other legal fees and any decision, award or order
by arbitration shall be binding upon the parties hereof.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and any
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successor statute.
"Common Stock" shall mean the Company's Class B Non-Voting Common Stock,
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par value $.01 per share, or, in the event that the outstanding Common Stock is
hereafter changed into or exchanged for different stock or securities of the
Company, such other stock or securi-ties.
"Company" shall mean Ranger Aerospace Corporation, a Delaware corporation.
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"EBITDA" for any fiscal year, shall mean the Company's consolidated
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earnings before any charge for interest, taxes, depreciation or amortization.
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"Fair Market Value" means the average of the closing prices of the sales of
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each class of common stock on all securities exchanges on which the Company
Stock may at the time be listed, or, if there have been no sales on any such
exchange on any day, the average of the highest bid and lowest asked prices on
all such exchanges at the end of such day, or, if on any day a class of
Executive Stock is not so listed, the average of the representative bid and
asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if
on any day a class of Executive Stock is not quoted in the NASDAQ System, the
average of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 business days consisting of the day as of which the Fair
Market Value is being determined and the 20 consecutive business days prior to
such day. If at any time a class of Executive Stock is not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the Fair Market Value shall be the fair value of the shares of Executive
Stock determined reasonably in good faith by the Board.
If TCC disagrees in any respect with the calculation of Fair Market Value
determined by the Board, TCC may within 30 business days after such
determination deliver a statement to the Company disagreeing with such
calculation and setting forth TCC's calculation of such amount (the "Statement
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of Disagreement"). Any such Statement of Disagreement shall state the basis of
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such disagreement. If TCC does not deliver such a Statement of Disagreement
within such 30 day period, the calculation of Fair Market Value as determined by
the Board shall be conclusive and binding. If a Statement of Disagreement is
delivered to the Company, the Company and TCC shall, during the 30 business days
following such delivery, use their best efforts to reach agreement on the Fair
Market Value. Any such agreement reached shall be conclusive and binding. If,
during such 30 business day period, the Company and TCC are unable to reach such
agreement, each of us shall promptly, but in no case more than 10 business days
thereafter, appoint an independent nationally recognized investment banking
firm, which firms shall then, within 10 business days, jointly select a third
independent and impartial nationally recognized investment banking firm (the
"Investment Banking Firm") to resolve such disagreement and determine Fair
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Market Value. The Investment Banking Firm, acting in a neutral capacity, shall
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review this Agreement and the Statement of Disagreement, and shall make its own
calculation of Fair Market Value. The Investment Banking Firm shall deliver to
the Company and TCC, as promptly as practicable, but in no case more than 30
business days, after its retention, a report setting forth the calculation of
Fair Market Value. Such report shall be final and binding. The cost of the
Investment Banking Firm shall be borne by the Company and TCC equally.
"Independent Third Party" means any person who does not own in excess of 5%
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of the Company's Common Stock on a fully-diluted basis, who is not controlling,
controlled by or under common control with any such 5% owner of the Company's
Common Stock and who is not the spouse, ancestor, or descendant (by birth or
adoption) of any such 5% owner of the Company's Common Stock.
"Warrant Shares" shall mean (i) all shares of Common Stock issued or
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issuable upon the exercise of the Warrant and (ii) all shares of Common Stock
issued with respect to the Common Stock referred to in clause (i) above by way
of stock dividend or stock split or in connection with any conversion, merger,
consol-idation or recapitalization or other reorganization affecting the Common
Stock. Warrant Shares shall continue to be Warrant Shares in the hands of any
holder other than TCC (except for the Company or original stockholders and, to
the extent that TCC is permitted to transfer Warrant Shares pursuant to
paragraph 7, 12, 13, and 15 hereof, purchasers pursuant to a public offering
under the Securities Act), and each such transferee thereof shall succeed to the
rights and obligations of a holder of Warrant Shares hereunder.
"Public Sale" means the sale of any Warrant Shares to the public pursuant
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to an offering registered under the Securi-ties Act or to the public through a
broker, dealer, or market maker pursuant to the provisions of Rule 144 adopted
under the Securities Act.
"Qualified Sale of the Company" means a Sale of the Company prior to the
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Expiration Date of TCC's Warrant in which all securities owned by John Hancock
Mutual Life Insurance Company and its affiliates and CIBC Wood Gundy Ventures
Inc. and its affiliates, including (without limitation) any such securities
issued pursuant to (i) the Securities Purchase Agreement dated as of April 1,
1998 by and among the Company and the Purchasers named therein and (ii) the
Securities Purchase Agreement dated as of August 12, 1999 by and among the
Company and the Purchasers named therein ("the Securities Purchase Agreements"),
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are sold, redeemed, or receive distributions with respect thereto, for an
amount, payable in cash or readily marketable securities, equal to the original
issuance price thereof plus a cumulative annual internal rate of return (the
"IRR") in excess of 35% as determined reasonably and in good faith by the Board
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(after taking into account any dilution suffered with respect to such securities
in connection with such a Qualified Sale of the Company as the result of the
acceleration of any vesting provisions applicable to any securities of the
Company or any rights, options, or warrants to purchase any securities of the
Company including the Home Run Vesting Shares.)
If TCC disagrees in any respect with the calculation of IRR as determined
by the Board, TCC may within 30 business days after such determination deliver a
statement to the Company disagreeing with such calculation and setting forth its
calculation of such amount (the "IRR Statement of Disagreement"). Any such IRR
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Statement of Disagreement shall state the basis of such disagreement. If TCC
does not deliver the IRR Statement of Disagreement within such 30 day period,
the calculation of IRR as determined by the Board shall be conclusive and
binding. If the IRR Statement of Disagreement is delivered to the Company, the
Company and TCC shall, during the 30 business days following such delivery, use
our best efforts to reach agreement on the IRR. Any such agreement reached
shall be conclusive and binding. If, during such 30 business day period, the
Company and TCC are unable to reach such agreement, each of us shall promptly,
but in no case more than 10 business days thereafter, appoint an independent
nationally recognized investment banking firm, which firms shall then, within 10
business days, jointly select a third independent and impartial nationally
recognized investment banking firm (the "Investment Banking Firm") to resolve
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such disagreement and determine IRR. The Investment Banking Firm, acting in a
neutral capacity, shall review this Agreement and the IRR Statement of
Disagreement, and shall make its own calculation of IRR. The Investment Banking
Firm shall deliver to the Company and TCC, as promptly as practicable, but in no
case more than 30 business days, after its retention, a report setting forth the
calculation of IRR. Such report shall be final and binding. The cost of such
review and report shall be borne by the Company and TCC equally.
"Sale of the Company" means a merger or consolida-tion effecting a change
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in control of the Company, a sale of all or substantially all of the Company's
assets, or a sale of a majority of the Company's outstanding voting securities
to or with an Independent Third Party.
"Securities Act" means the Securities Act of 1933, as amended, and any
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successor statute.
"Significant Stockholders" shall mean any person or entity which owns at
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least 2% of the shares of the Company's common stock on a fully diluted basis.
"Termination Date" means the date on which GS' position as Chairman of the
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Company ceases for any reason.
2. Warrant.
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(a) Terms. TCC's Warrant is for the purchase of up to 1474 shares of
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Common Stock (the "Warrant Shares") at a price of $100 per share (the "Exercise
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Price"), payable upon exercise as set forth in paragraph 2(b) below. TCC's
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Warrant shall expire at the close of business on March 31, 2008 (the "Expiration
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Date"), subject to earlier expiration upon termination of GS' position as
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Chairman of the Company as provided in paragraph 3(b) below. TCC's Warrant is
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not an "incentive stock option" within the meaning of Section 422A of the Code.
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(b) Payment of Warrant Price. Subject to paragraph 3 below, TCC's
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Warrant may be exercised in whole or in part upon payment of an amount (the
"Warrant Price") equal to the product of the Exercise Price multiplied by the
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number of Warrant Shares to be acquired. Payment shall be made (i) in cash
(including by check, bank draft or money order), (ii) if permitted by the Board,
by delivery of a promissory note with such terms and conditions as may be
approved by the Board, (iii) by the surrender to the Company of Common Stock of
the Company having a Fair Market Value equal to the Warrant Price, or (iv) by
delivering a written notice to the Company that TCC is exercising the Warrant by
authorizing the Company to withhold from issuance a number of shares of Common
Stock issuable upon such exercise of the Warrant which, when multiplied by the
Fair Market Value of the Common Stock, is equal to the Warrant Price (and such
withheld shares shall no longer be issuable under this Warrant).
3. Exercisability/Vesting.
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10.1 -Vesting. All of the Warrant Shares issuable upon exercise of TCC's
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Warrant are subject to "home run" vesting (the "Home Run Vesting Shares") upon a
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Qualified Sale of the Company.
Termination of GS Position. Notwithstanding paragraph 3(a) above, if GS is
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discharged by the Company for Cause, all of TCC's Warrant not previously
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exercised shall immediately expire and be forfeited whether vested and
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exercisable or not.
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The number of Warrant Shares with respect to which TCC's Warrant may be
exer-cised shall not increase once GS ceases to hold a position with the Company
or its subsidiaries.
4. Expiration of Warrant. In no event shall any part of TCC's Warrant
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be exercisable after the Expiration Date set forth in paragraph 2(a) above.
<PAGE>
5. Procedure for Exercise. TCC may exercise all or any portion of its
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Warrant, to the extent vested and outstanding, at any time and from time to time
prior to its expiration, by delivering written notice to the Company (to the
attention of the Company's Secretary) and TCC's written acknowledgment that it
has read and been afforded an opportunity to ask questions of management of the
Company regarding all financial and other information provided to TCC regarding
the Company, together with payment of the Warrant Price in accordance with the
provisions of paragraph 2(b) above. As a condition to any exercise of TCC's
Warrant, TCC shall make all customary investment representations which the
Company reasonably requires.
6. Securities Laws Restrictions and Other Restric-tions on Transfer of
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Warrant Shares. TCC represents that when it exercises its Warrant it shall be
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purchasing Warrant Shares for its own account and not on behalf of others. TCC
understands and acknowledges that federal and state securities laws govern and
restrict its right to offer, sell, or otherwise dispose of any Warrant Shares
unless its offer, sale, or other disposition thereof is registered under the
Securities Act and state securi-ties laws or, in the opinion of the Company's
counsel, such offer, sale or other disposition is exempt from registration or
qualification thereunder. TCC agrees that it shall not offer, sell, or
otherwise dispose of any Warrant Shares in any manner which would (i) require
the Company to file any registration statement with the Securities and Exchange
Commission (or any similar filing under state law) or to amend or supplement any
such filing or (ii) violate or cause the Company to violate the Securities Act,
the rules and regulations promulgated thereunder, or any other state or federal
law. TCC further understands that the certificates for any Warrant Shares it
purchases shall bear such legends as the Company deems necessary or desirable in
connection with the Securities Act or other rules, regulations, or laws.
7. Non-Transferability of Warrant. TCC's Warrant is not transferable
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except by operation of law or with the prior written consent of the Company.
Only TCC (and its successors-in-interest) may exercise TCC's Warrant. TCC's
successors-in-interest shall continue to be bound by all the provisions of this
Warrant, including, without limitation, the provisions of paragraph 12.
8. Conformity with Plan. TCC's Warrant is intended to conform in all
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respects with, and is subject to all applicable provisions of, the Ranger
Aerospace Corporation 1999 Stock Option Plan (the "Plan") (which is incorporated
herein by refer-ence). Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of this Agreement. By execut-ing
and returning the enclosed copy of this Agreement, TCC acknowledges its receipt
of this Agreement and the Plan and agrees to be bound by all of the terms of
this Agreement and the Plan.
9. Rights of Participants. Nothing in this Agreement shall interfere
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with or limit in any way the right of the Company to terminate GS' position with
the Company or its subsidiaries at any time (with or without Cause), nor confer
upon GS any right to continue in the engagement or employ of the Company or its
subsidiaries for any period of time or to continue his present (or any other)
rate of compensation. Nothing in this Agreement shall confer upon TCC any right
to be selected again as a Plan participant, and nothing in the Plan or this
Agreement shall provide for any adjustment to the number of Warrant Shares
subject to TCC's Warrant upon the occurrence of subsequent events except as
provided in paragraph 11 below.
10. Withholding of Taxes. The Company shall be entitled, if required,
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to withhold from TCC any amounts due and payable by the Company to TCC (or
secure payment from TCC in lieu of withholding) the amount of any income tax
withholding due from the Company with respect to any Warrant Shares, and the
Company may defer such issuance unless indemnified by TCC to its satisfaction.
11. Adjustments. In the event of a reorganization, recapitalization,
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stock dividend, stock split, combination, or other change in the shares of
Common Stock, the Board shall, in order to prevent the dilution of rights under
TCC's Warrant, and may, in order to prevent the enlargement of rights under
TCC's Warrant, make such adjustments in the number and type of shares authorized
by the Plan, the number and type of shares covered by TCC's Warrant and the
Exercise Price specified herein as may be reasonably determined to be
appropriate and equitable to preserve all of TCC's rights under its Warrant.
The issuance by the Company of shares of stock of any class, or warrants or
securities exercisable or convertible into shares of stock of any class, for
cash or property, or for labor or services, either upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon exercise or
conversion of other securities, shall not affect, and no adjust-ment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to any Warrants.
<PAGE>
12. Right to Purchase Warrant Shares Upon Termination for Cause.
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(a) Repurchase of Warrant Shares. If GS' position with the Company as
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Chairman shall be terminated by the Company for Cause, then the Company shall
have the option to repurchase all or any part of the Warrant Shares issued or
issuable upon exercise of TCC's Warrant, whether held by TCC or one or more of
its successors-in-interest, at a price per share equal to the Exercise Price of
such share (the "Repurchase Warrant").
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(b) Repurchase by Company. The Company may elect to purchase all or
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any portion of the Warrant Shares by delivery of written notice (the "Repurchase
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Notice") to TCC or any other holders of the Warrant Shares within 45 business
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days after the Termination Date (the "Company Election Period"). The Repurchase
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Notice shall set forth the number of Warrant Shares to be acquired from TCC (or
from other holder(s)), the aggregate consideration to be paid for such shares
and the time and place for the closing of the transaction. If Warrant Shares
are held by more than one person, the Company shall purchase the shares elected
to be purchased from the holders thereof, pro rata according to the number of
shares held by each such holder at the time of delivery of such Repurchase
Notice (determined as close as practical to the nearest whole shares).
(c) Repurchase by Significant Stockholders. If for any reason the
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Company does not elect to purchase all of the Warrant Shares pursuant to the
Repurchase Warrant, then the Significant Stockholders shall be entitled to
exercise the Company's Repur-chase Warrant in the manner set forth in paragraph
12(a) for all or any portion of the number of Warrant Shares the Company has not
elected to purchase (the "Available Shares"). As soon as practi-cable after the
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Company has determined that there shall be Available Shares, but in any event
within 5 business days after the expiration of the Company Election Period, the
Company shall deliver written notice (the "Warrant Notice") to the Significant
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Stockholders setting forth the number of Available Shares and the price for each
Available Share. Each Significant Stockholder may elect to purchase any number
of Available Shares by delivering written notice to the Company within 30
business days after receipt of the Warrant Notice from the Company. If more
than one Significant Stockholder elects to purchase the Available Shares and
such elections exceed the number of Available Shares, the number of Available
Shares to be purchased by the electing Significant Stockholders shall be
allocated among them pro rata based upon their relative percentage ownership of
common stock of the Company on a fully diluted basis. As soon as practicable,
and in any event within five business days after the expiration of such 30-day
period, the Company shall notify TCC and any other holder(s) of Warrant Shares
as to the number of Warrant Shares being purchased from them by the Significant
Stockhold-ers (the "Supplemental Repurchase Notice"). At the time the Company
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delivers the Supplemental Repurchase Notice to TCC and such other holder(s) of
Warrant Shares, each Significant Stockholder shall also receive written notice
from the Company setting forth the number of shares it is entitled to purchase,
the aggregate purchase price, and the time and place of the closing of the
transaction.
(d) Closing of Repurchase of Warrant Shares. The purchase of Warrant
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Shares pursuant to this paragraph 12 shall be closed at the Company's executive
offices on a date determined by the Company, which date shall be within 45
business days after the expiration of the Company Election Period. At the
closing, the purchaser or purchasers shall pay the purchase price in the manner
specified in paragraph 12(a) and TCC and any other holders of Warrant Shares
being purchased shall deliver the certificate or certificates representing such
shares to the purchaser or purchasers or their nominees, accompanied by duly
executed stock powers. Any purchaser of Warrant Shares under this paragraph 12
shall be entitled to receive customary repre-sentations and warranties from TCC
and any other selling holders of Warrant Shares regarding good title to such
shares, free and clear of any liens or encumbrances and to require all sellers'
signatures to be guaranteed by a national bank or reputable securities broker.
(e) Manner of Payment. If the Company elects to purchase all or any
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part of the Warrant Shares, including Warrant Shares held by one or more
successors-in-interest, the Company shall pay for such shares (i) first, by
offsetting amounts outstanding under any indebtedness or other obligations owed
by TCC to the Company or any of its subsidiaries, (ii) by certified check or
wire transfer of funds to the extent such payment would not cause the Company or
any of its subsidiaries to violate the General Corporation Law of the State of
Delaware (the "DGCL") and would not cause the Company or any of its subsidiaries
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to breach any debt or equity financing agreement, and (iii) thereafter, with a
subordinat-ed promissory note of the Company. Such subordinated promissory note
shall bear interest at the applicable federal rate (which interest shall accrue
and be payable annually in cash unless otherwise prohibited), shall have all
principal due on the fifth anniversary of the date of issuance and shall be
subordinated on terms and conditions satisfactory to the holders of the
Company's and its subsidiaries' existing indebtedness for borrowed money. If
any Significant Stockholders elect to purchase all or any portion of the
Available Shares, such Significant -Stockholders shall pay for that portion of
such Warrant Shares by certified check or wire transfer of funds.
(f) Repurchase Restriction. Notwithstanding anything to the contrary
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contained in this Agreement, all purchases of Warrant Shares by the Company
shall be subject to applicable restrictions contained in the DGCL and in the
Company's and its subsidiaries' debt and equity financing agreements. If any
such restrictions prohibit the purchase of Warrant Shares hereunder which the
Company is otherwise entitled or required to make, all time periods set forth in
paragraph 12 shall be deemed to be extended so that the Company may make such
repurchase as soon as it is permitted to do so under such restrictions, and upon
purchase the Company shall pay to the sellers interest on the purchase price of
Warrant Shares to be purchased accruing during the period of such extension at
the lesser of 9.5% per annum or the highest rate permitted by applicable law.
13. Restrictions on Transfer of Warrant Shares. TCC shall not sell,
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pledge, or otherwise transfer any interest in any Warrant Shares except pursuant
to the provisions of paragraph 7, 12, or 15 hereof, and pursuant to paragraph 3
or 4 of the Security Holders Agreement dated April 1, 1998, as amended.
14. Additional Restrictions on Transfer.
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(a) Restrictive Legend. The certificates representing the Warrant
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Shares shall bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF
MARCH 7, 2000 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIF-ICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN A WARRANT AGREEMENT BETWEEN THE COMPANY AND TIOGA
CAPITAL CORPORATION DATED AS OF MARCH 7, 2000, A COPY OF WHICH MAY BE OBTAINED
BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE."
(b) Holdback. In connection with any Public Sale, TCC agrees to comply
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with the terms of any underwriting agreement (or other related agreement) that
is approved by the Board and entered into by the holders of a majority of shares
in the Company.
15. Sale of the Company.
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(a) Consent to Sale of the Company. If the Board and the holders of a
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majority of the Company's common stock then out-standing approve a Sale of the
Company (including any Qualified Sale of the Company) (the "Approved Sale"), TCC
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shall consent to and raise no objections against the Approved Sale of the
Company. If the Approved Sale is structured as a sale of stock, TCC shall agree
to sell all of its Warrant Shares and vested rights to acquire Warrant Shares on
the terms and conditions approved by the Board and the holders of a majority of
the common stock then outstanding. If the Approved Sale is structured as a
merger, TCC shall approve the merger and hereby agrees to waive all dissenters,
approval, or similar rights it may have in connection therewith. TCC shall take
all necessary and desirable actions in connection with the consummation of any
Approved Sale as reasonably requested by the Board or holders of a majority of
the Company's common stock then outstanding. Any portion of TCC's Warrant which
has not been exercised prior to or in connection with a Sale of the Company
(whether or not a Qualified Sale of the Company) shall be forfeited immediately
prior to the consummation of such Sale of the Company, unless otherwise
determined by the Board.
(b) TCC's obligations with respect to the Approved Sale are subject to
the satisfaction of the following conditions: (i) upon the consummation of the
Approved Sale, TCC shall receive the same form of consideration and the same
portion of the aggregate consideration that TCC would have received if such
aggregate consideration had been distributed by the Company in complete
liquidation pursuant to the rights and preferences set forth in the Company's
Certificate of Incorporation as in effect immediately prior to the consummation
of the Approved Sale; (ii) if any other holder of capital stock of the Company
is given an option as to the form and amount of consideration to be received,
TCC shall be given the same option; and (iii) TCC shall be given an opportunity
to exercise all Warrants exercisable, vested or vesting in connection with the
Approved Sale prior to the consummation thereof and participate in such sale as
a holder of the Common Stock receivable upon exercise of such Warrants.
(c) Purchaser Representative. If the Company or the holders of the
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Company's securities enter into any negotiation or transaction for which Rule
506 (or any similar rule then in effect) promulgated by the Securities Exchange
Commission may be available with respect to such negotiation or transaction
(in-cluding a merger, consolidation, or other reorganization), TCC shall, at the
request of the Company, appoint a purchaser representative (as such term is
defined in Rule 501) reasonably acceptable to the Company. If TCC appoints a
purchaser repre-sentative designated by the Company, the Company shall pay the
fees of such purchaser representative, but, if TCC declines to appoint a
purchaser representative designated by the Company, TCC shall appoint another
purchaser representative (reasonably acceptable to the Company) and shall be
responsible for the fees of the purchaser representative so appointed.
(d) Termination of Restrictions. The provisions of this paragraph 15
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shall terminate upon a Public Sale.
16. Rule 701 under the Securities Act. The Company and TCC acknowledge and
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agree that this Warrant is a written contract relating to services previously
rendered by TCC to the Company in connection with its acquisition by the current
Significant Stockholders. The securities issued or issuable to TCC hereunder
are being issued in reliance on exemption from registration under the Securities
Act and regulations thereunder promulgated by the Securities and Exchange
Commission and are "restricted securities" within the meaning of Rule 144 under
the Securities Act. TCC hereby covenants and agrees that it will sell the
securities issued or issuable hereunder only pursuant to registration under the
Securities Act or pursuant to an exemption from registration available
thereunder.
17 . Remedies. The parties hereto (and the Significant Stockholders as
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third-party beneficiaries) shall be entitled to enforce their rights under this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement, and to exercise all other rights existing in their
favor. The parties hereto acknowledge and agree that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party hereto (and any Significant Stockholder as a third-party beneficiary)
may, in its sole discretion, apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief (without posting
bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.
18. Amendment. Except as otherwise provided herein, no provision of
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this Agreement may be amended or waived except with the prior written consent of
TCC and the Company; provided that no provision of paragraph 12, 13, 14(b), 15
(except (c)), 17 or of this paragraph 18 may be amended or waived without the
prior written consent of the Significant Stockholders owning a majority of the
shares of Common Stock held by all Significant Stockholders on a fully diluted
basis.
19. Successors and Assigns. Except as otherwise expressly provided
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herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto whether so
expressed or not.
20. Severability. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
21. Counterparts. This Agreement may be executed simultaneously in two
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or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same Agreement.
22. Descriptive Headings. The descriptive headings of this Agreement
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are inserted for convenience only and do not constitute a part of this
Agreement.
23. Governing Law. The corporate law of Delaware shall govern all
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questions concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement shall be governed by the internal law, and not the law of
conflicts, of Delaware.
24. Notices. All notices, demands, and other communications to be
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given or delivered under or by reason of the provi-sions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally,
mailed by certi-fied or registered mail (return receipt requested and postage
prepaid), or sent by facsimile (with facsimile transmission information and hard
copy to follow by regular mail) to the recipient. Such notices, demands, and
other communications shall be sent to TCC and to the Company and, as necessary,
to the Significant Stockholders at the addresses indicated below:
(a) If to TCC:
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To the address set forth in the books and records of the Company
(b) If to the Company:
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Ranger Aerospace Corporation
1815 Griffin Road, Suite 300
Fort Lauderdale International Airport
Fort Lauderdale, Florida 33004-2252
Attention: President
(c) If to the Significant Stockholders:
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To the addresses set forth in the books and records of the Company
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
25. Third-Party Beneficiary. The Company and TCC acknowledge that the
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Significant Stockholders are third-party beneficiaries under this Agreement.
26. Entire Agreement. This Agreement constitutes the entire
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understanding between TCC and the Company and supersedes all other agreements,
whether written or oral, with respect to the acquisition by TCC of Warrant
Shares.
* * * *
<PAGE>
Please execute the extra copy of this Agreement in the space below and return it
to the Company's Secretary at its executive offices to confirm TCC's
understanding and acceptance of the agreements contained in this Agreement.
Very truly yours,
Ranger Aerospace Corporation
By: ___________________________
Its: ___________________________
The undersigned hereby acknowledges having read this Agreement and the Plan
and hereby agrees to be bound by all provisions set forth herein.
Dated as of
March 7, 2000 TIOGA CAPITAL CORPORATION
___________________________________
George B. Schwartz, President
<PAGE>
