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EXHIBIT 10.15
STOCK AND WARRANT SUBSCRIPTION AGREEMENT
This Stock and Warrant Subscription Agreement (the "AGREEMENT") is made and
entered into as of the 15th day of August, 2000 (the "EFFECTIVE DATE"), by and
between The Good Guys, Inc., a Delaware corporation ("COMPANY"), and Kenneth
Weller ("EXECUTIVE").
PRELIMINARY STATEMENTS
A. Executive has entered into an Employment Agreement with Company which
provides, as part of Executive's compensation package, certain special stock
purchase rights.
B. As part of Executive's special stock purchase rights, Executive has been
offered the opportunity to purchase for cash up to 500,000 shares of restricted
stock of the Company (the "COMMON SHARES").
C. In conjunction therewith, Executive has also been granted the right to
receive 50% warrant coverage for the Common Shares purchased before September 1,
2000, exercisable within three (3) years of the Effective Date on the terms
described herein (the "WARRANT").
NOW, THEREFORE, for good, valuable and binding consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, now agree as follows:
STATEMENT OF AGREEMENT
1. Subscription.
(a) Common Shares. Executive hereby subscribes for 500,000 Common
Shares. Upon purchase of the shares by Executive, Company will cause one or
more certificates evidencing the Common Shares to be issued to and
registered in the name of the Executive.
(b) Warrant. Executive hereby subscribes for the Company's Warrant
coverage pursuant to the Common Stock Purchase Warrant attached hereto as
Exhibit A.
2. Consideration. In consideration for the subscription for the Common
Shares and the Warrant, Executive has agreed to pay to Company, by wire transfer
the fair market value per share of the Common Shares as of August 16, 2000
(based upon the closing price of such stock on the Nasdaq National Market on
that date).
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3. Representations and Warranties of Executive. Executive hereby represents
and warrants to Company as follows:
(a) Authorization. This Agreement constitutes a valid and legally
binding obligation of Executive, enforceable in accordance with its terms
except as may be limited by applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to or
affecting the enforcement of creditors' rights generally, and the effect of
rules of law governing the availability of equitable remedies. Executive
represents that he has full power and authority to enter into this
Agreement.
(b) Access to Information. Executive has had an opportunity to receive
and review all documents and information that he considers material to his
purchase of the Common Shares and to ask questions of and receive
satisfactory answers from Company, concerning Company and the terms and
conditions of the purchase of the Common Shares and the Warrant, and all
such questions have been answered to the full satisfaction of Executive.
(c) Knowledgeable Investor. Executive has such knowledge and experience
in financial and business matters that it is capable of evaluating the
merits and risks of purchasing the Common Shares.
(d) Accredited Investor. Executive is an "accredited investor" within
the meaning of Regulation D promulgated under the Securities Act.
(e) Investment Intent. Executive understands that neither the Common
Shares nor the Warrant have been registered under the Securities Act of
1933 (the "SECURITIES ACT"), or any other applicable state or federal
securities statutes (collectively, the "ACTS"). Executive is purchasing the
Common Shares and the Warrant for investment, for his own account, and with
no present intention of reselling, directly or indirectly participating in
any distribution of or otherwise disposing of the Common Shares. Executive
understands that the Common Shares are subject to restrictions on transfer
and that Executive may bear the economic risk of purchasing the Common
Shares for an indefinite period of time.
(f) No Brokers. Executive has not authorized any broker, dealer, agent
or finder to act on its behalf nor does Executive have any knowledge of any
broker, dealer, agent or finder purporting to act on its behalf with
respect to this transaction.
(g) Legend. Executive acknowledges that a legend substantially as
follows will be placed on the certificates representing the Common Shares
and the Warrant:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT
OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT
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TO THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
(h) Reliance. Executive understands that the Common Shares and the
Warrant are being offered and sold to it in reliance on specific provisions
of federal and state securities laws and that Company is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgements and understandings of Executive set forth herein in order
to determine the applicability of such provisions;
4. Representations and Warranties of Company. Company hereby represents and
warrants to Executive as follows:
(a) Organization. Company has been duly incorporated and is validly
existing and in good standing under the laws of the State of Delaware, with
full corporate power and authority to own, lease and operate its properties
and to conduct its business as currently conducted, and is duly registered
and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of
its business requires such registration or qualification, except where the
failure to register or qualify is not reasonably anticipated to have a
material adverse effect on the condition (financial or otherwise),
business, properties, net worth or results of operations of Company;
(b) Shares. The Common Shares are duly authorized, and when issued and
delivered, shall be validly issued, fully paid and non-assessable;
(c) Authorization. This Agreement has been duly authorized, validly
executed and delivered on behalf of Company and is a valid and binding
agreement of Company enforceable in accordance with its terms, subject to
general principles of equity and bankruptcy or other laws affecting the
enforcement of creditors' rights generally, and Company has full power and
authority to execute and deliver this Agreement and the other agreements
and documents contemplated hereby and to perform its obligations hereunder
and thereunder;
(d) No Conflict. The execution and delivery of this Agreement, the
issuance of the Common Shares and the consummation of the transactions
contemplated by this Agreement, will not conflict with or result in a
breach of or a default under any of the terms or provisions of Company's
certificate of incorporation or by-laws, or of any material provision of
any indenture, mortgage, deed of trust or other material agreement or
instrument to which the Company is a party or by which it or any of its
properties or assets is bound, any provision of any law, statute, rule,
regulation, or any existing applicable decree, judgment or order by any
court, federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over Company, or any of its
properties or assets or will result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of Company pursuant
to the terms of
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any agreement or instrument to which Company is a party or by which Company
may be bound or to which any of Company's property or Company is subject;
and
(e) No Proceedings. There is no action, suit or proceeding before or by
any court or governmental agency or body, domestic or foreign, now pending,
or to Company's knowledge, threatened, against or affecting Company, or any
of its properties, which would reasonably be anticipated to result in any
material adverse change in the condition (financial or otherwise) or in the
earnings, business affairs, business prospects, properties or assets of
Company.
5. Miscellaneous.
(a) Restrictions. Neither the Common Shares nor the Warrant may be
offered for sale, sold or transferred except pursuant to (i) an effective
registration under the Securities Act or in a transaction which is
otherwise in compliance with the Securities Act, (ii) an effective
registration under any applicable state securities statute or in a
transaction otherwise in compliance with any applicable state securities
statute, and (iii) evidence of compliance with the applicable securities
laws of other jurisdictions. Executive shall furnish to Company and Company
shall be entitled to rely upon an opinion of competent securities counsel
acceptable to Company with respect to compliance with the above laws.
(b) Integration. This Agreement, together with the Exhibit hereto, sets
forth the entire agreement between the parties hereto with respect to the
subject matter hereof and is intended to supersede all prior negotiations,
understandings and agreements.
(c) Amendment. No modification or amendment hereof shall be valid and
binding, unless it be in writing and signed by the parties hereto.
(d) Successors and Assigns. This Agreement and the undertakings and
representations herein contained shall inure to the benefit of and bind the
parties and their respective successors and assigns.
(e) Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants contained in this Agreement shall
survive the issuance of the Common Shares to Executive and his payment
therefor.
(f) Headings. The section headings used herein are for the convenience
of the parties only, are not substantive and shall not be used to interpret
or construe any of the provisions herein.
(g) Governing Law. This Agreement shall be governed by the internal
laws of the state of Delaware without giving effect to the conflict of law
principles thereof.
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(h) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and together which
shall constitute one and the same instrument.
6. Employment Agreement Provisions Executive is executing this document in
connection with his employment by the Company as provided in that Executive
Employment Agreement entered into effective on August 15, 2000 between Executive
and the Company. The terms of the Executive Employment Agreement shall govern in
the event of any inconsistency or ambiguity between the documents.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement was duly executed on the date first
above written.
THE GOOD GUYS, INC.
By: /s/ Ronald A. Unkefer
----------------------------------
Name: Ronald A. Unkefer
Title: Chief Executive Officer
KENNETH WELLER
By: /s/ Kenneth Weller
----------------------------------
Name: Kenneth Weller
Title: President
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EXHIBIT A
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT
AND APPLICABLE LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
No. _____________
WARRANT TO PURCHASE COMMON STOCK
OF
THE GOOD GUYS, INC.
This certifies that, beginning on the date of this Warrant, for value
received, Kenneth Weller ("BUYER"), or registered assigns (the "HOLDER"), is
entitled to purchase from The Good Guys, Inc., a Delaware corporation (the
"COMPANY"), shares of the Common Stock of the Company (the "COMMON STOCK"), in
the amount set forth in Section 2, upon surrender hereof, at the principal
office of the Company referred to below, with a duly executed Notice of
Exercise, and simultaneous payment therefor in lawful money of the United States
or otherwise as hereinafter provided, at the Exercise Price as set forth in
Section 3. The number, character and Exercise Price of such shares of Common
Stock are subject to adjustment as provided below. The term "WARRANT" as used
herein shall include this Warrant, and any warrants delivered in substitution or
exchange therefor as provided herein.
1. Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, beginning on the
Effective Date of that certain Stock and Warrant Subscription Agreement by and
among Buyer and Company and ending three (3) years from the date thereof.
Subject to the notice requirements of Section 10 hereof, after such date, this
Warrant shall be void.
2. Number of Shares Which May Be Purchased. This Warrant may be exercised
to purchase Two Hundred Fifty Thousand (250,000) shares of the Company's Common
Stock as adjusted from time to time pursuant to Section 12 hereof.
3. Exercise Price. The purchase price per share for the Common Stock
purchased under this Warrant (the "EXERCISE PRICE") shall be the fair market
value per share of the Company's Common Stock as of August 16, 2000 based upon
the closing price of such stock on the Nasdaq National Market on that date, or
as adjusted from time to time pursuant to Section 12 hereof.
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4. Exercise of Warrant.
(a) Method of Exercise. The purchase rights represented by this Warrant
are exercisable by the Holder in whole or in part, at any time, or from
time to time, during the term hereof as described in Section 1 above, by
the surrender of this Warrant and a Notice of Exercise duly completed and
executed on behalf of the Holder, at the office of the Company, and upon
payment equal to the aggregate Exercise Price of the Common Stock being
purchased in cash or by check payable to the Company.
(b) Other Matters. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares
of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of record of such shares as of the close of business
on such date. As promptly as practicable on or after such date and in any
event within ten (10) days thereafter, the Company at its expense shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of shares issuable upon such
exercise. In the event that this Warrant is exercised in part, the Company
at its expense will execute and deliver a new Warrant of like tenor
exercisable for the remaining number of shares for which this Warrant may
then be exercised.
5. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
6. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Company or, in
the case of mutilation, on surrender and cancellation of this Warrant, the
Company at its expense shall execute and deliver, in lieu of this Warrant, a new
warrant of like tenor and amount.
7. No Rights as Stockholder. This Warrant shall not entitle its Holder, as
such, to any of the rights of a stockholder of the Company until this Warrant is
exercised in the manner provided pursuant to Section 4 hereof.
8. Transfer of Warrant.
(a) Warrant Register. The Company will maintain a register (the
"Warrant Register") containing the names and addresses of the Holder or
Holders. Any Holder of this Warrant or any portion thereof may change his
or her address as shown on the Warrant Register by written notice to the
Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be delivered or given
by mail to such Holder as shown on the Warrant Register and at the address
shown on the Warrant Register. Until this Warrant is transferred on the
Warrant Register of the Company, the Company may treat the Holder as shown
on the Warrant
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Register as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.
(b) Transferability and Nonnegotiability of Warrant. This Warrant may
not be transferred or assigned in whole or in part without compliance with
all applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are
requested by the Company). Subject to compliance with the Securities Act of
1933, as amended (the "ACT"), and applicable state securities laws, title
to this Warrant may be transferred by endorsement (by the Holder executing
the Assignment Form annexed hereto) and delivery in the same manner as a
negotiable instrument transferable by endorsement and delivery.
(c) Exchange of Warrant Upon a Transfer. On surrender of this Warrant
for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Act and with
the limitations on assignments and transfers contained in this Section 8,
the Company at its expense shall issue to or on the order of the Holder a
new warrant or warrants of like tenor, in the name of the Holder or as the
Holder (on payment by the Holder of any applicable transfer taxes) may
direct, for the number of shares issuable upon exercise hereof.
(d) Compliance with Securities Laws.
(i) The Holder of this Warrant, by acceptance hereof, acknowledges
that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired solely for the Holder's own account
for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Common Stock to be issued
upon exercise hereof except under circumstances that will not result
in a violation of the Act or any state securities laws. Upon exercise
of this Warrant, the Holder shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the
shares of Common Stock so purchased are being acquired for investment,
and not with a view toward distribution or resale in violation of
applicable securities laws.
(ii) All shares of Common Stock issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following
form (in addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT AND APPLICABLE LAWS.
9. Reservation of Stock. The Company covenants that during the term this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a
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sufficient number of shares to provide for the issuance of Common Stock upon the
exercise of this Warrant and, from time to time, will take all steps necessary
to amend its corporate charter to provide sufficient reserves of shares of
Common Stock issuable upon exercise of the Warrant. The Company further
covenants that all shares that may be issued upon the exercise of rights
represented by this Warrant and payment of the Exercise Price, all as set forth
herein, will be free from all taxes, liens and charges in respect of the issue
thereof.
10. Notices.
(a) Not less than thirty (30) days nor more than sixty (60) days prior
to the expiration of the Warrant as provided in Section 1 hereof, the
Company shall give written notice to the Holder of such pending expiration.
(b) Whenever the Exercise Price or number of shares purchasable
hereunder shall be adjusted pursuant to Section 12 hereof, the Company
shall issue a certificate setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which
such adjustment was calculated, and the Exercise Price and number of shares
purchasable hereunder after giving effect to such adjustment, and shall
cause a copy of such certificate to be mailed (by first-class mail, postage
prepaid) to the Holder of this Warrant.
(c) In case:
(i) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive
any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any other securities, or
to receive any other right, or
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the
assets of the Company to another corporation, or
(iii) of any voluntary dissolution, liquidation or winding-up of
the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Holder or Holders a notice specifying, as the case may be, (A) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(B) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such stock or securities at the time receivable upon the exercise of
this Warrant) shall be entitled to exchange their shares of Common Stock (or
such other stock or securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 15
days prior to the date therein specified.
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(d) All such notices, advices and communications shall be deemed to
have been received (i) in the case of personal delivery, on the date of
such delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing.
11. Amendments. Any term of this Warrant may be amended with the written
consent of the Company and all of the Holders of this Warrant.
12. Adjustments. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:
(a) Merger, Sale of Assets, etc. If at any time while this Warrant, or
any portion thereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger of
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in
which the Company is the surviving entity but the shares of the Company's
capital stock outstanding immediately prior to the merger are converted by
virtue of the merger into other property, whether in the form of
securities, cash, or otherwise, or (iii) a sale or transfer of the
Company's properties and assets as, or substantially as, an entirety to any
other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer, provision shall be made so that the holder
of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of
the shares deliverable upon exercise of this Warrant would have been
entitled to receive in such reorganization, merger, consolidation, sale or
transfer if this Warrant had been exercised immediately before such
reorganization, merger, consolidation, sale or transfer, all subject to
further adjustment as provided in this Section 12. The foregoing provisions
of this Section 12(a) shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities
of any other corporation that are at the time receivable upon the exercise
of this Warrant. If the per-share consideration payable to the holder
hereof for shares in connection with any such transaction is in a form
other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by the Company's Board of
Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and interests
of the Holder after the transaction, to the end that the provisions of this
Warrant shall be applicable after that event, as near as reasonably may be,
in relation to any shares or other property deliverable after that event
upon exercise of this Warrant.
(b) Reclassification, etc. If the Company, at any time while this
Warrant, or any portion hereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the
securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes,
this Warrant shall thereafter represent the right to acquire such number
and kind of securities as would have been issuable as the result of such
change with respect to the
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securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change, and the
Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 12.
(c) Split, Subdivision or Combination of Shares. If the Company at any
time while this Warrant, or any portion hereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which
purchase rights under this Warrant exist, into a different number of
securities of the same class, the Exercise Price for such securities shall
be proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination.
(d) Adjustments for Dividends in Stock or Other Securities or Property.
If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under
this Warrant exist at the time shall have received, or, on or after the
record date fixed for the determination of eligible stockholders, shall
have become entitled to receive, without payment therefor, other or
additional stock or other securities or property (other than cash) of the
Company by way of dividend, then and in each case, this Warrant shall
represent the right to acquire, in addition to the number of shares of the
security receivable upon exercise of this Warrant, and without payment of
any additional consideration therefor, the amount of such other or
additional stock or other securities or property (other than cash) of the
Company that such holder would hold on the date of such exercise had it
been the holder of record of the security receivable upon exercise of this
Warrant on the date hereof and had thereafter, during the period from the
date hereof to and including the date of such exercise, retained such
shares and/or all other additional stock available by it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 12.
(e) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 12, the Company at its
expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to each Holder of this Warrant
a Certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. The
Company shall, upon the written request, at any time, of any such Holder,
furnish or cause to be furnished to such Holder a like certificate setting
forth: (i) such adjustments and readjustments; (ii) the Exercise Price at
the time in effect; and (iii) the number of shares and the amount, if any,
of other property that at the time would be received upon the exercise of
the Warrant.
13. Miscellaneous.
(a) Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of
the Company and the Holder and their respective permitted assigns. The
provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant, and shall be enforceable by any
such Holder.
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(b) Headings. The headings of the Sections of this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.
(c) Governing Law. This Warrant shall be governed by the laws of the
State of Delaware, excluding that body of law relating to conflicts of
laws.
(d) Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given
when personally delivered or mailed, by registered or certified mail as
follows:
if to Holder: Kenneth Weller
5021 Vernon Avenue PMB #199
Edina, MN 55436
if to Company: The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1840
Such addresses may be changed from time to time by written notice to the other
party.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed
by its officers thereunto duly authorized.
Dated: _________________ THE GOOD GUYS, INC.
By: ________________________________
Name:_______________________________
Date:_______________________________
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