exv10w2



 






	 	 	 	 	 



Exhibit 10.2



THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF
COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
APPLICABLE SECURITIES LAWS.




	 	 	 	 	 
	 

	 	WARRANT
	 	NO. 2006-1






To Purchase Shares of Common Stock of

American IronHorse Motorcycle Company, Inc.

Incorporated Under the Laws of the State of Texas




     1. Basic Terms. This certifies that, for value received, Xponential, Inc. (“Holder”), is
entitled, subject to the terms and conditions of this warrant (the “Warrant”), to purchase 90,000
shares of common stock, par value $0.01 per share (the “Common Stock”), of American IronHorse
Motorcycle Company, Inc. (the “Company”), subject to adjustment as provided in this Warrant, from
the Company at the Exercise Price (as defined below) on delivery of this Warrant to the Company
with the exercise form duly executed and payment of the Exercise Price, in cash or by check payable
to the order of the Company, for all shares of Common Stock purchased.



     2. Exercise Price. The purchase price per share of Common Stock (the “Exercise Price”) shall
be: (i) the per share offering price of the Common Stock in connection with a public or private
sale of such Common Stock by the Company to one or more investors during the twelve (12) month
period immediately following the date of this Warrant and in which the proceeds from such sale(s)
equal or exceed $2,500,000 in the aggregate during such twelve (12) month period; (ii) the
conversion price of any convertible securities (convertible into Common Stock) in connection with a
public or private sale of such convertible securities of the Company (stock, bonds, debentures,
notes or other equity or debt securities of the Company) by the Company to one or more investors
during the twelve (12) month period immediately following the date of this Warrant and in which the
proceeds from such sale(s) equal or exceed $2,500,000 in the aggregate during such twelve (12)
month period; or (iii) in the absence of such a public or private sale of such Common Stock, Ten
and No/100 Dollars ($10.00) per share, as may be adjusted pursuant to the terms of this Warrant.



     3. Exercise.



          (a) This Warrant may be exercised at any time or from time to time, in whole or in part, but
not for less than 1,000 shares of Common Stock at a time (or such lesser number of shares of Common
Stock which may then constitute the maximum number purchasable, such number being subject to
adjustment as provided in this Warrant) on or after the date of issuance until March 31, 2011 (the
“Expiration Date”).




 









 







Such exercise may occur on any day that is a business day, unless otherwise extended pursuant
to the terms of the Agreement.




          (b) In order to exercise this Warrant, in whole or in part, Holder shall deliver to the
Company at its principal office at 4600 Blue Mound Road, Fort Worth, Texas 76106, or at such other
office as shall be designated by the Company pursuant to this Warrant, (i) a written notice of
Holder’s election to exercise this Warrant which notice shall specify the number of shares of
Common Stock to be purchased pursuant to such exercise, (ii) either cash or a check payable to the
order of the Company in an amount equal to the aggregate purchase price for all shares of Common
Stock to be purchased pursuant to such exercise, and (iii) this Warrant, properly endorsed. Upon
receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5)
days thereafter, execute or cause to be executed and deliver to Holder a certificate or
certificates representing the aggregate number of full shares of Common Stock issuable upon such
exercise. The stock certificate or certificates so delivered shall be registered in the name of
Holder, or such other name as shall be designated in said notice.




          (c) This Warrant shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other person designated in the notice of
exercise shall be deemed to have become a holder of record of such shares of Common Stock for all
purposes, as of the date said notice, together with said payment and this Warrant, is received by
the Company. Holder shall not, solely by virtue of Holder’s ownership of this Warrant, be entitled
to any rights of a shareholder in the Company, either at law or in equity; provided, however,
Holder shall, for all purposes, be deemed to have become the holder of record of such shares of
Common Stock on the date on which this Warrant is surrendered to the Company in accordance with the
immediately preceding sentence. If the exercise is for less than all of the shares of Common Stock
issuable as provided in this Warrant, the Company will issue a new Warrant of like tenor and date
for the balance of such shares of Common Stock issuable hereunder to Holder. Holder, by Holder’s
acceptance hereof, consents to and agrees to be bound by and to comply with all of the provisions
of this Warrant.




     4. Transfer. This Warrant and all options and rights hereunder are transferable, as to all or
any part of the number of shares of Common Stock purchasable upon its exercise, by Holder in person
or by a duly authorized attorney on the books of the Company upon surrender of this Warrant at the
principal offices of the Company, together with the form of transfer authorization attached hereto
duly executed, provided that such transfer complies with all applicable securities laws. The
Company shall deem and treat the registered Holder of this Warrant at any time as the absolute
owner hereof for all purposes and shall not be affected by any notice to the contrary. If this
Warrant is transferred in part, the Company shall at the time of surrender of this Warrant issue to
the transferee a Warrant covering the number of shares of Common Stock transferred and to the
transferor a Warrant covering the number of shares not transferred.



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     5. Adjustment of Shares.



          (a) In the event the Company should at any time or from time to time after the date hereof fix
a record date for the split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock to receive dividends or other distributions payable in
additional shares of Common Stock or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of Common Stock (“Common Stock
Equivalents”) without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents, then, as of such record date (or the date of such
dividend, distribution, split or subdivision if no record date is fixed), the Exercise Price of
this Warrant shall be appropriately decreased so that the number of shares of Common Stock issuable
upon exercise of this Warrant shall be increased in proportion to such increase or potential
increase of outstanding shares of Common Stock.




          (b) If the number of shares of Common Stock outstanding at any time after the date hereof is
decreased by a combination of the outstanding shares of Common Stock, then, following the record
date of such combination, the Exercise Price for this Warrant shall be appropriately increased so
that the number of shares of Common stock issuable on exercise hereof shall be decreased in
proportion to such decrease in outstanding shares of Common Stock.




          (c) If there is a capital reorganization, reclassification of the capital stock of the
Company, or any consolidation or merger of the Company with any other corporation or entity, or if
there is a sale or distribution of all or substantially all of the Company’s property and assets,
the Company shall make adequate provision so that there shall remain and be substituted under this
Warrant with respect to each share issuable upon exercise of this Warrant the stock, securities
and/or assets which would have been issuable or payable in respect of or in exchange for such
issuable shares if Holder had been the owner of such share on the applicable record date. All
other provisions of this Warrant shall remain in full force and effect.




          (d) On the happening of any event requiring an adjustment of the Exercise Price or the shares
purchasable hereunder, the Company shall immediately give written notice to Holder stating the
adjusted Exercise Price and the adjusted number and kind of securities or other property
purchasable hereunder resulting from the event and setting forth in reasonable detail the method of
calculation and the facts upon which the calculation is based.




     6. Certain Notices. In case at any time the Company shall propose to:



          (a) declare any cash dividend upon the Common Stock;




          (b) declare any dividend upon the Common Stock payable in stock or make any special dividend
or other distribution to the holders of the Common Stock;




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          (c) reorganize, or reclassify the capital stock of the Company, or consolidate, merge or
otherwise combine with, or sell all or substantially all of its assets to, another corporation or
entity; or




          (d) voluntarily or involuntarily dissolve, liquidate or wind up the affairs of the Company;



then, in any one or more of said cases, the Company shall give to Holder, by certified mail, (i) at
least twenty (20) days’ prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such dividend or distribution or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, and (ii) in the case of such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, at least
twenty (20) days’ prior written notice of the date when the same shall take place. Any notice
required by clause (i) shall also specify, in the case of any such dividend or distribution, the
date on which the holders of Common Stock shall be entitled thereto, and any notice required by
clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to
exchange their Common Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case
may be.




     7. Notice. Any notice required or permitted in this Warrant shall be in writing and may be
delivered personally to the party being given notice or to the person in charge of the office of
the party being given notice or by facsimile, national overnight courier service or by mail, at the
party’s address indicated below, and any notice will be effective only upon actual receipt by the
party. The addresses of the parties are as follows:



	 	 	 	 	 
	 

	 	Company:
	 	American IronHorse Motorcycle Company, Inc.
	 

	 	 	 	Attention: Robert A. Krause
	 

	 	 	 	4600 Blue Mound Road
	 

	 	 	 	Fort Worth, Texas 76106
	 
	 

	 	Holder:
	 	Xponential, Inc.
	 

	 	 	 	Attention: Robert W. Schleizer
	 

	 	 	 	6400 Atlantic Boulevard, Suite 190
	 

	 	 	 	Norcross, Georgia 30071





The names and addresses of persons to receive notice as stated in this Section 7 may be changed by
notice given in accordance with this Section 7.




     8. Lock-Up Period. If requested by the Company and an underwriter of Common Stock (or other
securities) of the Company, Holder shall not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale of any Common Stock (or other securities) of the Company acquired by
Holder upon exercise of this Warrant (other than those included in the registration) during the 180
day period following the effective date of a registration statement of the Company filed under the



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Securities Act. Holder further agrees to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the underwriter(s) that are consistent with the
foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to shares of Common Stock
acquired by Holder upon exercise of this Warrant until the end of such period. The underwriters of
the Company’s securities are intended third party beneficiaries of this Agreement and shall have
the right, power and authority to enforce the provisions hereof as though they were a party hereto.



     9. 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.



     10. No Impairment. The Company will not, by amendment of its charter or certificate or
articles of incorporation, through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, through any Board of Director action or inaction, or any
other action, avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good faith carry out all
of the provisions of this Warrant and take all such action as may be necessary or appropriate in
order to protect against impairment of the rights of Holder herein.



     11. Parties. This Warrant shall bind the respective successors and assigns of the parties.



     12. Entire Agreement. This Warrant represents the entire agreement of the parties with
respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written
agreements or understandings. The terms of this Warrant may be amended only a written instrument
executed by the Company and Holder.



	 	 	 	 	 
	Dated:      April 3, 2006 	AMERICAN IRONHORSE MOTORCYCLE

COMPANY, INC.

 	 
	 	By:  	/s/      Robert A. Krause
 	 
	 	 	Robert A. Krause, Chief Financial Officer 	 
	 	 	 	 
	 




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ASSIGNMENT FORM




(To be executed by Holder in order to transfer the Warrant)




For value received the undersigned hereby sells, assigns, and transfers to:




Name 
                       
                                                                                                                                                                

Address                         
                                                                                                                                                                

Taxpayer ID No.                                                                                                                                                                      

this Warrant and irrevocably appoints                                          attorney (with full power of
substitution) to transfer this Warrant on the books of the Company.




	 	 	 	 	 
	 

	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Please sign exactly as name appears on Warrant)	 	 
	 
	 	 	 	 
	 

	 	Taxpayer ID No.                                                            	 	 
	 
	 	 	 	 
	 

	 	Signature guaranteed by	 	 
	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(National Bank or New York Stock	 	 
	 

	 	Exchange Member Firm)	 	 






 









 






EXERCISE FORM




(To be executed by Holder to purchase

Common Stock pursuant to the Warrant)




American IronHorse Motorcycle

Company, Inc.

4600 Blue Mound Road

Fort Worth, Texas 76106




     The
undersigned hereby: (1) irrevocably subscribes
for                                shares of the Company’s
Common Stock pursuant to this Warrant, and encloses payment of $                     therefor; (2) requests
that a certificate for the shares be issued in the name of the undersigned and delivered to the
undersigned at the address below; and (3) if such number of shares is not all of the shares
purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares
purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at
the address below.



	 	 	 	 	 
	 

	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Please sign exactly as name appears on Warrant)	 	 
	 
	 	 	 	 
	 

	 	Taxpayer
ID No.                                                                                	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Address