exv4w2




Exhibit 4.2




 





WARRANT AGREEMENT




by and between




LEAR CORPORATION




and




Mellon Investor Services LLC,

as Warrant Agent




Dated as
of November      , 2009




 





 









 





WARRANT AGREEMENT




     This WARRANT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified
from time to time, this “Warrant Agreement”), is entered into as of November __, 2009, by
and between LEAR CORPORATION, a Delaware corporation (the “Company”), and Mellon Investor
Services LLC, a New Jersey limited liability company, as warrant agent (together with any successor
appointed pursuant to Section 19 hereof, the “Warrant Agent”).



     WHEREAS, pursuant to the terms and conditions of the Joint Plan of Reorganization of Lear
Corporation and its debtor subsidiaries under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”) filed on August 14, 2009 in the United States Bankruptcy Court for the
Southern District of New York, Case No. 09-14326 (as may be amended, supplemented or otherwise
modified from time to time, the “Plan”), the Company proposes to issue Warrants (the
“Warrants”) entitling the holders thereof to purchase up to 8,157,250 shares of common
stock, par value $0.01 per share, of the Company (“Common Stock” together with any other
securities, cash or other property that may be issuable upon exercise of a Warrant as shall result
from the adjustments specified in Section 12 hereof) at an exercise price of $0.01 per
share of Common Stock, as may be adjusted pursuant to Section 12 hereof (the “Exercise
Price”);



     WHEREAS, the Warrants are being issued pursuant to, and upon the terms and conditions set
forth in, the Plan in an offering in reliance on the exemption afforded by section 1145 of the
Bankruptcy Code from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”), and of any applicable state securities or “blue sky” laws;



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance of Warrants and other matters
as provided herein; and



     WHEREAS, for purposes of this Warrant Agreement, “person” shall be interpreted broadly to
include an individual, corporation, partnership, joint venture, association, joint stock company,
limited liability company, limited liability partnership, national banking association, trust,
trustee, unincorporated organization, government, governmental unit, agency, or political
subdivision thereof, or other entity.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:



     SECTION 1 Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent
to act as warrant agent for the Company in respect of the Warrants upon the express terms and
subject to the conditions herein set forth (and no implied terms), and the Warrant Agent hereby
accepts such appointment.



     SECTION 2 Issuance of Warrants. In accordance with Section 5 hereof and the
Plan and subject to the next sentence, the Company will cause to be issued to the Depository (as
defined below), one or more Global Warrant Certificates (as defined below) evidencing the Warrants.
At the election of a holder of Warrants and in lieu of holding Warrants through the



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Depository, such holder may elect to be issued Warrants by book-entry registration on the
books and records of the Warrant Agent (“Book-Entry Warrants”) and such Warrants shall be
evidenced by statements issued by the Warrant Agent from time to time to the registered holder of
book-entry Warrants reflecting such book-entry position (the “Warrant Statement”). Each
Warrant entitles the holder, upon proper exercise and payment of the applicable Exercise Price, to
receive from the Company, one share of Common Stock. The shares of Common Stock or (as provided
pursuant to Section 12 hereof) other shares of capital stock deliverable upon proper
exercise of the Warrants are referred to herein as the “Warrant Shares.” The words
“holder” or “holders” as used herein in respect of any Warrants or Warrant Shares,
shall mean the registered holder or registered holders thereof.



     SECTION 3 Warrant Certificates. Subject to Section 6 of this Agreement, the
Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant
Agent and evidenced by a Warrant Statement, and/or (2) in the form of one or more global
certificates (the “Global Warrant Certificates”), in substantially the form set forth in
Exhibit A attached hereto. The Warrant Statements and Global Warrant Certificates may bear
such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Warrant Agreement, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with
any law or with any rules made pursuant thereto or with any rules of any securities exchange or as
may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the
Appropriate Officers (as hereinafter defined) executing such Global Warrant Certificates, as
evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant
Statement, any Appropriate Officer, and all of which shall be reasonably acceptable to the Warrant
Agent. The Global Warrant Certificates shall be deposited on or after the date hereof with, or
with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant
Certificate shall represent such number of the outstanding Warrants as specified therein, and each
shall provide that it shall represent the aggregate amount of outstanding Warrants from time to
time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may
from time to time be reduced or increased, as appropriate, in accordance with the terms of this
Warrant Agreement.



     SECTION 4 Execution of Warrant Certificates. Global Warrant Certificates shall be
signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, or any
Vice President, and by the Secretary or any Assistant Secretary (each, an “Appropriate
Officer”). Each such signature upon the Global Warrant Certificates may be in the form of a
facsimile or other electronically transmitted signature (including, without limitation, electronic
transmission in portable document format (.pdf)) of any such Appropriate Officer and may be
imprinted or otherwise reproduced on the Global Warrant Certificates and for that purpose the
Company may adopt and use the facsimile or other electronically transmitted signature of any
Appropriate Officer who shall have been an Appropriate Officer at the time of entering into this
Warrant Agreement. If any Appropriate Officer who shall have signed any of the Global Warrant
Certificates shall cease to be such Appropriate Officer before the Global Warrant Certificates so
signed shall have been countersigned by the Warrant Agent or delivered by the Company, such Global
Warrant Certificates nevertheless may be countersigned and delivered as



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though such Appropriate Officer had not ceased to be such Appropriate Officer of the Company;
and any Global Warrant Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Global Warrant Certificate, shall be a proper Appropriate
Officer of the Company to sign such Global Warrant Certificate, although at the date of the
execution of this Warrant Agreement any such person was not such Appropriate Officer.



     Global Warrant Certificates shall be dated the date of countersignature by the Warrant Agent
and shall represent one or more whole Warrants.



     SECTION 5 Registration and Countersignature. Upon receipt of a written order of the
Company, the Warrant Agent, on behalf of the Company, shall (i) register in the Warrant Register
(as defined below) the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges
and transfers of outstanding Warrants in accordance with the procedures set forth in this Warrant
Agreement and (ii) upon receipt of the Global Warrant Certificates duly executed on behalf of the
Company, countersign one or more Global Warrant Certificates evidencing Warrants and shall deliver
such Global Warrant Certificates to or upon the written order of the Company. Such written order
of the Company shall specifically state the number of Warrants that are to be issued as Book-Entry
Warrants and the number of Warrants that are to be issued as one or more Global Warrant
Certificates. A Global Warrant Certificate shall be, and shall remain, subject to the provisions
of this Warrant Agreement until such time as all of the Warrants evidenced thereby shall have been
duly exercised or shall have expired or been canceled in accordance with the terms hereof. Each
holder of Warrants shall be bound by all of the terms and provisions of this Warrant Agreement (a
copy of which is available on request to the Secretary of the Company) as fully and effectively as
if such holder had signed the same.



     No Global Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby
shall be exercisable, until such Global Warrant Certificate has been countersigned by the manual or
facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon any Global
Warrant Certificate executed by the Company shall be conclusive evidence that such Global Warrant
Certificate so countersigned has been duly issued hereunder.



     The Warrant Agent shall keep, at an office designated for such purpose, books (the
“Warrant Register”) in which, subject to such reasonable regulations as it may prescribe,
it shall register the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges
and transfers of outstanding Warrants in accordance with the procedures set forth in Section
6 of this Warrant Agreement, all in form satisfactory to the Company and the Warrant Agent.



     Prior to due presentment for registration of transfer or exchange of any Warrant in accordance
with the procedures set forth in this Warrant Agreement, the Warrant Agent and the Company may deem
and treat the person in whose name any Warrant is registered as the absolute owner of such Warrant
(notwithstanding any notation of ownership or other writing made in a Global Warrant Certificate by
anyone), for the purpose of any exercise thereof, any distribution to the holder of the Warrant
thereof and for all other purposes, and neither the Warrant Agent nor the Company shall be affected
by notice to the contrary.



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     SECTION 6 Registration of Transfers and Exchanges.



          (a) Transfer and Exchange of Global Warrant Certificates or Beneficial Interests
Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests
therein shall be effected through the Depository, in accordance with this Warrant Agreement and the
procedures of the Depository therefor.




          (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for a Book Entry
Warrants.




               (i) Any holder of a beneficial interest in a Global Warrant Certificate may, upon request,
exchange such beneficial interest for a Book-Entry Warrant. Upon receipt by the Warrant Agent from
the Depository or its nominee of written instructions or such other form of instructions as is
customary for the Depository on behalf of any person having a beneficial interest in a Global
Warrant Certificate, the Warrant Agent shall cause, in accordance with the standing instructions
and procedures existing between the Depository and Warrant Agent, the number of Warrants
represented by the Global Warrant Certificate to be reduced by the number of Warrants to be
represented by the Book-Entry Warrants to be issued in exchange for the beneficial interest of such
person in the Global Warrant Certificate and, following such reduction, the Warrant Agent shall
register in the name of the holder a Book-Entry Warrant and deliver to said Warrant holder a
Warrant Statement.



               (ii) Book-Entry Warrants issued in exchange for a beneficial interest in a Global Warrant
Certificate pursuant to this Section 6(b) shall be registered in such names as the
Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent. The Warrant Agent shall deliver such Warrant Statements to the persons
in whose names such Warrants are so registered.



          (c) Transfer and Exchange of Book Entry Warrants. Book-Entry Warrants surrendered for
exchange or for registration of transfer shall be cancelled by the Warrant Agent. Such cancelled
Book-Entry Warrants shall then be disposed of by or at the direction of the Company in accordance
with applicable law. When Book-Entry Warrants are presented to or deposited with the Warrant Agent
with a written request:




               (i) to register the transfer of the Book-Entry Warrants; or



               (ii) to exchange such Book-Entry Warrants for an equal number of Book-Entry Warrants of other
authorized denominations,


then in each case the Warrant Agent shall register the transfer or make the exchange as requested
if its requirements for such transactions are met; provided, however, that the Warrant Agent has
received a written instruction of transfer in form satisfactory to the Warrant Agent, duly executed
by the holder thereof or by his attorney, duly authorized in writing.




          (d) Exchange or Transfer of a Book-Entry Warrant for a Beneficial Interest in a Global
Warrant Certificate. Upon receipt by the Warrant Agent of appropriate written instruments of
transfer with respect to a Book-Entry Warrant, in form satisfactory to the Warrant




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Agent, together with written instructions directing the Warrant Agent to make, or to direct
the Depository to make, an endorsement on the Global Warrant Certificate to reflect an increase in
the number of Warrants represented by the Global Warrant Certificate equal to the number of
Warrants represented by such Book-Entry Warrant (such instruments of transfer and instructions to
be duly executed by the holder thereof or the duly appointed legal representative thereof or by his
attorney, duly authorized in writing, such signatures to be guaranteed by an eligible guarantor
institution to the extent required by the Warrant Agent or the Depositary), then the Warrant Agent
shall cancel such Book-Entry Warrant on the Warrant Register and cause, or direct the Depository to
cause, in accordance with the standing instructions and procedures existing between the Depository
and the Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be
increased accordingly. If no Global Warrant Certificates are then outstanding, the Company shall
issue, and the Warrant Agent shall countersign, a new Global Warrant Certificate representing the
appropriate number of Warrants.




          (e) Restrictions on Transfer and Exchange of Global Warrant Certificates.
Notwithstanding any other provisions of this Warrant Agreement (other than the provisions set forth
in Section 6(f)), unless and until it is exchanged in whole for a Book-Entry Warrant, a
Global Warrant Certificate may not be transferred as a whole except by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.




          (f) Book-Entry Warrants. If at any time:




               (i) the Depository for the Global Warrant Certificates notifies the Company that the
Depository is unwilling or unable to continue as Depository for the Global Warrant Certificates and
a successor Depository for the Global Warrant Certificates is not appointed by the Company within
90 days after delivery of such notice; or



               (ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that all
Warrants shall be exclusively in the form of Book-Entry Warrants, then the Warrant Agent, upon
written instructions signed by an Appropriate Officer of the Company and all other necessary
information, shall register Book-Entry Warrants, in an aggregate number equal to the number of
Warrants represented by the Global Warrant Certificates, in exchange for such Global Warrant
Certificates, in such names and in such amounts as directed by the Depository or, in the absence of
instructions from the Depository, the Company.



          (g) Cancellation of Global Warrant Certificate. At such time as all beneficial
interests in Global Warrant Certificates have either been exchanged for Book-Entry Warrants,
redeemed, repurchased or cancelled, all Global Warrant Certificates shall be returned to, or
cancelled and retained pursuant to applicable law by, the Warrant Agent.




          (h) Obligations with Respect to Transfers and Exchanges of Warrants.




               (i) To permit registrations of transfers and exchanges, the Company shall execute and the
Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent
is hereby authorized to register Book-Entry Warrants, in



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accordance with the provisions of Sections 3 and 4 hereof and this
Section 6 and for the purpose of any distribution of additional Global Warrant Certificates
contemplated by Section 12 hereof.



               (ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of
transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid
obligations of the Company, entitled to the same benefits under this Warrant Agreement as the
Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer
or exchange.



               (iii) No service charge shall be made to a holder of Warrants for any registration, transfer
or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax
or other charge that may be imposed on the holder in connection with any such exchange or
registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or
register a transfer unless and until any payments required by the immediately preceding sentence
have been made.



               (iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant
Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the
Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the
Warrants represented by such Global Warrant Certificate for all purposes under this Warrant
Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a
beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial
interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in
their names, and will not receive or be entitled to receive physical delivery of any such Warrants
and will not be considered the owners or holders thereof under the Warrants or this Warrant
Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such
Warrants, will have any responsibility or liability for any aspect of the records relating to
beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing
any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from
giving effect to any written certification, proxy or other authorization furnished by the
Depository or impair the operation of customary practices of the Depository governing the exercise
of the rights of a holder of a beneficial interest in a Global Warrant Certificate.



               (v) Subject to Sections 6(b), (c) and (d) hereof and this Section
6(h), the Warrant Agent shall, upon receipt of all information required to be delivered
hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant
Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon
surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent
Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly
endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry
Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney, such signature to be
guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the
Depositary.



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Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant
Statement, as the case may be, shall be issued to the transferee.




     SECTION 7 Acknowledgment; Securities Law Compliance. Each Warrant holder, by its
acceptance of any Warrant under this Warrant Agreement, acknowledges and agrees that the Warrants
were issued, and the Warrant Shares issuable upon exercise thereof shall be issued, pursuant to an
exemption from the registration requirement of Section 5 of the Securities Act provided by Section
1145 of the Bankruptcy Code, and to the extent that a Warrant holder (or holder of Warrant Shares)
is an “underwriter” as defined in Section 1145(b)(1) of the Bankruptcy Code, such holder may not be
able to sell or transfer any Warrants or Warrant Shares in the absence of an effective registration
statement under the Securities Act or an exemption from registration thereunder.



     SECTION 8 Terms of Warrants; Exercise of Warrants.



          (a) Subject to the terms of this Warrant Agreement (including without limitation,
Section 12(d)), each Warrant holder shall have the right, which may be exercised at any
time, and from time to time, in whole or in part, during the period (x) commencing on the business
day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior
to, but not including, such business day during which the Closing Price of the Common Stock for at
least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as
adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and
(y) ending at 5:00 p.m. New York City Time, on
November     , 2014 (the “Expiration Date”),
to exercise each Warrant and receive from the Company the number of fully paid and nonassessable
Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant
and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition,
prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon
proper exercise of the Warrants, the Company shall comply with all applicable federal and state
laws, rules and regulations which require action to be taken by the Company. Subject to the terms
and conditions set forth herein, the holder may exercise the Warrants by:




               (i) providing written notice of such election (the “Warrant Exercise Notice”) to
exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City
time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to
purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly
completed and executed by the holder; provided that such written notice may only be submitted by a
holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and
executed by the holder; provided that such written notice may only be submitted with respect to
Warrants held through the book-entry facilities of the Depository, by or through persons that are
direct participants in the Depository; and



               (ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately
prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by
book-entry transfer through the facilities of the Depository, if such Warrants are represented by a
Global Warrant Certificate; and



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               (iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the
“Exercise Amount”), together with all applicable taxes and charges.


The date three business days after a Warrant Exercise Notice is delivered is referred to for all
purposes under this Warrant Agreement as the “Settlement Date”.




          (b) For purposes of this Section 8, the following terms shall have the meanings set
forth below:




     “Closing Price” means on any particular date (a) if the Common Stock is then listed or
quoted on a Trading Market, (i) the closing price per share of Common Stock on such date on the
principal Trading Market (as reported by Bloomberg L.P. or a similar organization or agency
succeeding to its functions of reporting prices) or (ii) if there shall have been no sales of
Common Stock on such principal Trading Market on such day, the average of the reported closing bid
and asked prices per share of Common Stock on such principal Trading Market (as reported by
Bloomberg L.P. or a similar organization or agency succeeding to its functions of reporting
prices), (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for
the Common Stock are then reported in the “pink sheets” published by Pink OTC Markets, Inc. (or a
similar organization or agency succeeding to its functions of reporting prices), the average of the
reported closing bid and asked prices per share of Common Stock so reported or (c) if the shares of
Common Stock are not then publicly traded the fair market value as of such date of a share of
Common Stock as reasonably determined in good faith by the Board of Directors of the Company.



     “Trading Day” means (a) if the Common Stock is listed or quoted on a Trading Market, a
day on which the principal Trading Market is open for business or (b) if the Common Stock is not
listed or quoted on a Trading Market, a business day.



     “Trading Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE Amex Equities, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange or the OTC Bulletin Board.



          (c) To the extent a Warrant Exercise Notice is delivered in respect of a Warrant prior to 5:00
p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in
Sections 8(a)(ii) and 8(a)(iii) above are effected thereafter but no later than
5:00 p.m., New York City time, on the Settlement Date, the Warrants shall be nonetheless deemed
exercised prior to the Expiration Date for the purposes of this Warrant Agreement.




          (d) Subject to the adjustments set forth in Section 12 hereof, each Warrant, when
exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise
Price then in effect. Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00
p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and
all rights in respect thereof under this Warrant Agreement shall cease as of such time.




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          (e) Subject to Section 8(f), the Exercise Amount shall be payable in lawful money of
the United States of America either (i) by certified or official bank check made payable to the
order of the Company or (ii) by wire transfer in immediately available funds to an account arranged
with the Company prior to exercise.




          (f) In connection with the exercise of Warrants by the holder thereof, such holder shall have
the right, in lieu of paying the Exercise Amount for such Warrants in cash (a “Cashless
Exercise”), to instruct the Company to reduce the number of Warrant Shares issuable to such
holder upon exercise of such Warrants by delivering to such holder a number of Warrant Shares
determined in accordance with the following formula:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Warrant Shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Issuable Following a
	 	=
	 	W
	 	-
	 	N
	 	where:
	 	N =
	 	P
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Cashless Exercise

	 	 	 	 	 	 	 	 	 	 	 	 	 	C	 	 






     For purposes this Section 8(f), the above symbols shall have the following meanings
with respect to an exercise of Warrants by a holder thereof:



     “W” means the aggregate number of Warrant Shares issuable to such holder upon exercise of such
Warrants prior to any reduction pursuant to this Section 8(f);



     “N” means the aggregate number of Warrant Shares to be subtracted from the aggregate number of
Warrant Shares issuable to such holder upon the exercise of such Warrants;



     “P” means the Exercise Amount applicable to the exercise of such Warrants; and



     “C” means the Closing Price on the date of exercise of such Warrants.


For purposes of Rule 144 under the Securities Act (17 CFR §230.144), the Company and the Warrant
Agent agree that the exercise of Warrants in accordance with the Cashless Exercise option shall be
deemed to be a conversion of such Warrants, pursuant to the terms hereof, into Warrant Shares.






          (g) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be
irrevocable and shall constitute a binding agreement between the holder and the Company,
enforceable in accordance with its terms; provided that a holder may condition its exercise of a
Warrant on the consummation of a Reorganization Event (as defined below).




          (h) The Warrant Agent shall:




               (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on
behalf of holders to ascertain whether, on their face, such Warrant Exercise Notices and any such
other documents have been executed and completed in accordance with their terms;



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               (ii) where a Warrant Exercise Notice or other document appears on its face to have been
improperly completed or executed or some other irregularity in connection with the exercise of the
Warrant exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the
person submitting such instrument) of the need for fulfillment of all requirements, specifying
those requirements which appear to be unfulfilled;



               (iii) inform the Company of and cooperate with and assist the Company in resolving any
reconciliation problems relating to the Warrant Exercise Notices received and delivery of Warrants
to the Warrant Agent’s account;



               (iv) advise the Company, no later than three business days after receipt of a Warrant Exercise
Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in
accordance with the terms and conditions of this Warrant Agreement, (y) the instructions with
respect to delivery of the Warrant Shares, subject to the timely receipt from the Depository of the
necessary information, and (z) such other information as the Company shall reasonably require; and



               (v) subject to the Warrant Shares being made available to the Warrant Agent by or on behalf of
the Company for delivery to the Depository, liaise with the Depository and endeavor to effect such
delivery to the relevant accounts at the Depository in accordance with its requirements.



          (i) All questions as to the validity, form and sufficiency (including time of receipt) of a
Warrant exercise shall be reasonably determined by the Company in good faith, which determination
shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and,
except to the extent such liability arises from the Warrant Agent’s gross negligence, willful
misconduct or bad faith (each as determined by a final, non appealable order of a court of
competent jurisdiction), shall be indemnified and held harmless by the Company for acting or
refraining from acting upon, or as a result of such determination by the Company. The Company
reserves the right to reject any and all Warrant Exercise Notices not in proper form. Such
determination by the Company shall be final and binding on the holders, absent manifest error.
Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of
Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants.
The Company shall be under no duty to give notice to the holders of the Warrants of any
irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to
give such notice.




          (j) As soon as reasonably practicable after the exercise of any Warrant, the Company shall
issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of such
Warrant either:




               (i) if such holder holds the Warrants being exercised through the Depository’s book-entry
transfer facilities, by same-day or next-day credit to the Depository for the account of such
holder or for the account of a participant in the Depository the number of Warrant Shares to which
such holder is entitled, in each case registered in such name and



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delivered to such account as directed in the Warrant Exercise Notice by such holder or by the
direct participant in the Depository through which such holder is acting; or



               (ii) if such holder holds the Warrants being exercised in the form of Book-Entry Warrants, a
book-entry interest in the Warrant Shares registered on the books of the Company’s stock transfer
agent (the “Transfer Agent”) or, at the Company’s option, by delivery to the address
designated by such holder in its Warrant Exercise Notice of a physical certificate or certificates
representing the number of Warrant Shares to which such holder is entitled, in fully registered
form, registered in such name or names as may be directed by such holder. Such Warrant Shares
shall be deemed to have been issued and any person so designated to be named therein shall be
deemed to have become a holder of record of such Warrant Shares as of the close of business on the
date of the delivery thereof.



     Warrants shall be exercisable during the period provided for in Section 8(a) at the
election of the holder thereof, either as an entirety or from time to time for a portion of the
number of Warrant Shares issuable upon exercise of such Warrants. If less than all of the Warrants
evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised
at any time prior to 5:00 p.m., New York City time, on the Expiration Date, a new Global Warrant
Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the
Global Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to
countersign the new Global Warrant Certificate(s) pursuant to the provisions of Section 5
hereof and this Section 8. The person in whose name any certificate or certificates for
the Warrant Shares are to be issued (or such Warrant Shares are to be registered, in the case of a
book-entry transfer) upon exercise of a Warrant shall be deemed to have become the holder of record
of such Warrant Shares on the date such Warrant Exercise Notice is delivered.



          (k) For purposes of this Warrant Agreement, a “business day” means any day other than
a Saturday, Sunday or a day on which banking institutions in New York City are authorized or
obligated by law, regulation or executive order to close or remain closed. In accordance with
Section 14 hereof, no fractional shares shall be issued upon exercise of any Warrants.




          (l) All Global Warrant Certificates surrendered upon exercise of Warrants shall be cancelled
by the Warrant Agent. Such cancelled Global Warrant Certificates shall then be disposed of by or
at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x)
advise an authorized representative of the Company as directed by the Company by the end of each
day on which Warrants were exercised, of (i) the number of shares of Common Stock issued upon
exercise of a Warrant, (ii) the delivery of Global Warrant Certificates evidencing the balance, if
any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such
other information as the Company shall reasonably require and (y) concurrently pay to the Company
all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant
Agent shall confirm such information to the Company in writing.




          (m) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or
received hereunder, and provide, at the Company’s expense, copies thereof to




11









 




any registered holder of the Warrants requesting, in writing, such copy prior to 5:00 p.m.,
New York City time, on the Expiration Date. The Company shall supply the Warrant Agent from time
to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may reasonably
request.




     SECTION 9 Payment of Taxes. No service charge shall be made to any holder of a
Warrant for any exercise, exchange or registration of transfer of Warrants, and the Company will
pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the
exercise of Warrants; provided, however, that neither the Company nor the Warrant Agent shall be
required to pay any tax or taxes which may be payable in respect of any transfer involved in the
issuance of Warrant Shares or any certificates for Warrant Shares in a name other than that of the
registered holder of a Warrant surrendered upon the exercise of a Warrant, and the Company and the
Warrant Agent shall not be required to issue or deliver such Warrant Shares or the certificates
representing the Warrant Shares unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company and the Warrant Agent that such tax has been paid.



     SECTION 10 Mutilated or Missing Warrant Certificates. The Company may issue and the
Warrant Agent shall countersign, upon evidence satisfactory to the Company and the Warrant Agent of
the loss, theft, mutilation or destruction of the Global Warrant Certificate in lieu of the Global
Warrant Certificate, a new warrant certificate of like tenor and amount in the place of any Global
Warrant Certificate theretofore issued by it, alleged to have been lost, stolen, mutilated or
destroyed, and the Company and the Warrant Agent may require the owner of the lost, stolen,
mutilated or destroyed certificate, or such owner’s legal representative, to give the Company and
the Warrant Agent a bond sufficient to indemnify them against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such Global Warrant Certificate or the
issuance of such new certificate.



     SECTION 11 Reservation of Shares of Common Stock.



          (a) The Company will at all times reserve and keep available out of the aggregate of its
authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any
obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares
of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants, and
the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such
number of authorized and unissued or treasury shares of Common Stock as shall be required for such
purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. The
Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from
the Transfer Agent stock certificates issuable upon exercise of outstanding Warrants. The Company
will supply the Transfer Agent with duly executed stock certificates for such purpose and will,
upon request, provide or otherwise make available any cash which may be payable as provided in
Section 14. The Company will furnish the Transfer Agent with a copy of all notices of adjustments
and certificates related thereto, transmitted by the Company to the Warrant Agent and each holder.
The Warrant Agent shall have no duty or obligation to investigate or confirm the accuracy of the
information or the genuineness of the signatures contained in such notices or certificates.




12









 








          (b) The Company covenants that all shares of Common Stock that may be issued upon exercise of
Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly
authorized, validly issued, fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof (other than any
liens, charges and security interests created by the Warrant holder or the person to which the
shares of Common Stock are to be issued).




     SECTION 12 Adjustments. The number of shares of Common Stock for which a Warrant is
exercisable and the Exercise Price and the Trigger Price shall be subject to adjustment from time
to time as set forth in this Section 12.



          (a) Stock Dividends, Subdivisions, Combinations, Recapitalizations and
Reclassification.




               (i) If at any time the Company shall: (A) pay a dividend on its Common Stock (or make some
other distribution on its Common Stock) consisting of shares of Common Stock, (B) subdivide its
outstanding shares of Common Stock into a larger number of shares of Common Stock, or (C) combine
its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the
number of shares of Common Stock or other shares of capital stock that a record holder of the same
number of shares of Common Stock or other shares of capital stock for which a Warrant is
exercisable immediately prior to any such dividend, distribution, subdivision or combination shall
be adjusted so that the holder of each Warrant shall be entitled upon exercise to receive the
number of shares of Common Stock or other shares of capital stock that such holder would have owned
or have been entitled to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event (or, in the case of a
dividend or distribution of Common Stock, immediately prior to the record date therefor). An
adjustment made pursuant to this Section 12(a) shall become effective immediately upon and
contemporaneously with the effectiveness of such event.



               (ii) Whenever the number of shares of Common Stock purchasable upon the exercise of any
Warrant is adjusted as herein provided in Section 12(a), the Exercise Price and the Trigger
Price shall be adjusted to equal (A) the Exercise Price or the Trigger Price, as applicable,
immediately prior to such adjustment multiplied by the number of shares of Common Stock for which a
Warrant is exercisable immediately prior to such adjustment divided by (B) the number of shares of
Common Stock for which a Warrant is exercisable immediately after such adjustment.



          (b) Extraordinary Dividends or Distributions. If the Company, at any time after the
date of this Agreement, pays a dividend or makes a distribution in cash, securities or other assets
to the holders of Common Stock (in their capacity as such) or other shares of capital stock into
which the Warrants are convertible, other than (i) a dividend or distribution described in
Section 12(a)(i)(A), (ii) regular quarterly or other periodic dividends declared and paid
pursuant to a dividend policy established by the Board not to exceed in any fiscal year of the
Company twenty percent (20%) of the consolidated net income of the Company and its consolidated
subsidiaries (determined in accordance with United States generally accepted




13









 




accounting principles) for the immediately preceding fiscal year, (iii) distributions made to
the holders of Common Stock upon the consummation of a Reorganization Event or (iv) dividends and
distributions made in connection with the Company’s liquidation or dissolution (any such
non-excluded dividends or distributions, an “Extraordinary Dividend”), then the Trigger
Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, dollar-for-dollar by the amount of cash and/or the fair market value (as reasonably
determined in good faith by the Board of Directors of the Company, without regard to any
illiquidity or minority discounts) of any securities or other assets paid or distributed on each
share of Common Stock in respect of such Extraordinary Dividend.




          (c) Other Provisions Applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of shares of Common Stock
for which a Warrant is exercisable and the Exercise Price and the Trigger Price provided for in
this Section 12:




               (i) When Adjustments to Be Made. The adjustments required by this Section 12
shall be made whenever and as often as any specified event requiring an adjustment shall occur.
For the purpose of any adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence. All calculations shall be made to the nearest
cent and to the nearest one-thousandth of a share, as the case may be.



               (ii) Fractional Interests. In computing adjustments pursuant to this Section
12 (but subject to Section 14), fractional interests in Common Stock shall be taken
into account to the nearest 1/1000th of a share,



          (d) Reorganization, Reclassification, Merger or Consolidation of the Company.




               (i) If a Reorganization Event shall occur and pursuant to the terms of any such Reorganization
Event, the consideration to be paid or distributed to or otherwise received by the holders of
Common Stock consists of shares of common stock of the surviving corporation or acquiring or
resulting entity and/or any cash, shares of stock (not constituting common stock) or other
securities or property of any nature whatsoever (including warrants or other subscription or
purchase rights) (such non-common stock property hereinafter referred to as “Other
Property”), then each holder of a Warrant shall have the right to receive in connection with
the consummation of such Reorganization Event, upon exercise of a Warrant (if then exercisable at
the time of such consummation, determined in accordance with Section 12(d)(ii)), solely the number
of shares of common stock of the surviving corporation or acquiring or resulting entity and/or such
amount of Other Property receivable pursuant to such Reorganization Event by a holder of the number
of shares of Common Stock for which a Warrant is exercisable immediately prior to the effective
time of such Reorganization Event assuming such holder of Common Stock did not exercise its rights
of election, if any, as to the kind or amount of common stock or Other Property receivable upon
such Reorganization Event (provided that, if the kind or amount of common stock or Other Property
receivable upon such Reorganization Event is not the same for each share of Common Stock in respect
of which such rights of election shall not have been exercised (“nonelecting share”), then for the
purposes of this Section 12(d)(i) the kind



14









 







and amount of common stock or Other Property receivable upon such Reorganization Event for
each nonelecting share shall be deemed to be the kind and amount so receivable per share by a
plurality of the electing shares). The Company will not effect any Reorganization Event unless
prior to the consummation thereof the successor corporation or acquiring or resulting entity (if
other than the Company) shall assume by written instrument the obligation to deliver to each holder
of Warrants such shares of common stock or Other Property, in accordance with the foregoing
provisions, such holder may be entitled to purchase. The Company shall notify (i) in writing, the
Warrant Agent at least five (5) business days prior to the consummation of any Reorganization Event
of (A) the expected date of consummation of the Reorganization Event, (B) a reasonably detailed
description of the consideration to be paid per share of Common Stock in the Reorganization Event
to the holders of Common Stock and (C) a description of the procedures and method of payment in
respect of the consideration payable to the holders of Warrants, if any, upon exercise of a Warrant
and (ii) each holder of a Warrant at least twenty (20) business days prior to the consummation of
any Reorganization Event of (A) the expected date of consummation of the Reorganization Event and
(B) a reasonably detailed description of the consideration to be paid per share of Common Stock in
the Reorganization Event to the holders of Common Stock. No failure of the Company to provide the
notice provided for in the foregoing sentence shall affect the validity of the Reorganization Event
or the proceedings for the cancellation of the Warrants or limit the rights of the holders of
Warrants hereunder.



               (ii) The Warrants shall be exercisable in connection with a Reorganization Event if (A) at the
date of consummation of such Reorganization Event, the Warrant is then exercisable in accordance
with Section 8(a) or (B) if the value of all consideration to be received by a holder of
Common Stock in respect of one share of Common Stock in the Reorganization Event, on a fully
diluted per share basis, is equal to or greater than the Trigger Price. In the event the Warrants
are exercisable pursuant to clause (B) above, a holder of Warrants shall have the option of
exercising the Warrants prior to the consummation of such Reorganization Event, provided that the
holder may condition the exercise of the Warrants on the consummation of such Reorganization Event.
As of the consummation of the Reorganization Event, all of the Warrants shall be deemed to be no
longer outstanding and not transferable on the books of the Company or the surviving corporation or
resulting entity, and shall represent solely the right to receive the consideration payable upon
exercise of the Warrants, without interest. Any Warrants that are not exercisable in connection
with a Reorganization Event shall expire and be cancelled.



               (iii) For purposes hereof, a “Reorganization Event” shall mean any transaction which
the Company enters into constituting (i) a consolidation, merger, share exchange or similar
transaction of the Company with or into another person pursuant to which the Common Stock is
changed into, converted into or exchanged for cash, securities or other property (whether of the
Company or another person); (ii) a reorganization, recapitalization or reclassification or similar
transaction in which the Common Stock is exchanged for securities other than Common Stock (other
than in circumstances covered by Section 12(a)); or (iii) a statutory exchange of the
outstanding shares of Common Stock for securities of another person (other than in connection with
a consolidation, merger, share exchange or other similar transaction).



15









 





               (iv) Notwithstanding anything to the contrary in Section 12(d)(i), if the Company
enters into a transaction (a “Specified Transaction”) that would otherwise constitute a
Reorganization Event, in each case in which the shares of Common Stock are exchanged for cash,
securities or other property, as a result of which the holders of Common Stock immediately prior to
such Specified Transaction own or hold at least a majority of the voting equity securities of the
continuing or surviving entity immediately following such Specified Transaction, then Section
12(d)(i) shall not apply and as a condition to the consummation of such Specified Transaction
effective provisions shall be made in the certificate of incorporation or articles of incorporation
of the continuing or surviving entity, or in any contract or agreement providing for such Specified
Transaction, so that so long as any Warrant remains outstanding, each Warrant, upon the exercise
thereof at any time after the consummation of such Specified Transaction, shall be exercisable into
(at an initial Exercise Price equal to the Exercise Price in effect immediately prior to such
Specified Transaction), in lieu of the Common Stock issuable upon such exercise prior to such
consummation, solely the amount of cash, securities or other property (“Substituted
Property”) receivable pursuant to such Specified Transaction by a holder of the number of
shares of Common Stock for which a Warrant is exercisable immediately prior to the effective time
of such Specified Transaction assuming such holder of Common Stock did not exercise its rights of
election, if any, as to the kind or amount of Substituted Property receivable upon such Specified
Transaction (provided that, if the kind or amount of Substituted Property receivable upon such
Specified Transaction is not the same for each share of Common Stock in respect of which such
rights of election shall not have been exercised (“nonelecting share”), then for the
purposes of this Section 12(d)(iv) the kind and amount of Substituted Property receivable
upon such Specified Transaction for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the electing shares); provided that, if the
Trigger Price has not been achieved in accordance with Section 8(a) at the time of consummation of
the Specified Transaction, then in lieu of the foregoing, any cash which would be part of the
Substituted Property shall not be included in the Substituted Property but instead shall be treated
as an Extraordinary Dividend in accordance with Section 12(b). The provisions set forth herein
providing for adjustments and otherwise for the protection of the holders of Warrants shall
thereafter continue to be applicable on an as nearly equivalent basis as may be practicable and any
such continuing or surviving entity shall expressly assume all of the obligations of the Company
set forth herein to the extent applicable. Without limiting the foregoing, in connection with any
such Specified Transaction, the Trigger Price shall be adjusted to the extent reasonably determined
by the board of directors (or other governing body) of the continuing or surviving entity to
maintain, to the extent practicable, an equivalent intrinsic value of the Warrants immediately
prior to such transaction.



          (e) Certain Limitations. Notwithstanding anything herein to the contrary, the Company
agrees not to enter into any transaction which, by reason of any adjustment hereunder, would cause
the Exercise Price to be less than the par value per share of Common Stock (if any) unless the
Company shall take such corporate action in order that the Company may validly and legally issue
fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price.




     SECTION 13 Priority Adjustments, Further Actions. If any single action would require
adjustment of the Exercise Price pursuant to more than one subsection of Section 12



16









 




hereof, only one adjustment shall be made and such adjustment shall be the amount of
adjustment that has the highest, relative to the rights and interests of the holders of the
Warrants then outstanding, absolute value.




     SECTION 14 Fractional Shares. The Company shall not be required to issue fractional
shares of Common Stock upon the exercise of the Warrants if it elects, if otherwise permitted, to
make a cash payment in respect of any final fraction of a share upon such exercise (after
aggregating all fractional shares of each holder). If more than one Warrant shall be presented for
exercise at the same time by the same holder, the number of full shares of Common Stock that shall
be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of
shares of Common Stock purchasable on exercise of all of the Warrants so presented. If any
fraction of a share of Common Stock would, except for the provisions of this Section 14,
be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall
notify the Warrant Agent in writing of the amount to be paid in lieu of the fraction of a share of
Common Stock and concurrently pay or provide to the Warrant Agent for payment to the Warrant holder
an amount in cash equal to the product of (i) such fraction of a share of Common Stock and (ii)
the Closing Price of a share of Common Stock for the Trading Day immediately preceding the date
the Warrant was presented for exercise pursuant to Section 8 hereof. The Warrant Agent
shall have no duty with respect to any payment for Warrant Shares under any Section of this Warrant
Agreement relating to the payment of fractional Warrant Shares unless and until the Warrant Agent
shall have received such notice and sufficient monies.



     SECTION 15 Warrant Holders not Stockholders. Nothing contained in this Warrant
Agreement or in any of the Global Warrant Certificates shall be construed as conferring upon the
holders of any Warrant (solely in its capacity as a holder of a Warrant) (i) the right to vote or
to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter for which stockholders are entitled to
vote or to attend any such meetings or any other proceedings of the holders of Common Stock; (ii)
without limiting the provisions of Section 12 hereof, the right to receive any cash dividends,
stock dividends, allotments or rights or other distributions paid, allotted or distributed or
distributable to the holders of Common Stock prior to, or for which the relevant record date
precedes, the date of the exercise of such Warrant; or (iii) any other rights whatsoever as
stockholders of the Company. The Warrant Agent shall have no duty to monitor or enforce compliance
with this provision.



     SECTION 16 Merger, Consolidation or Change of Name of Warrant Agent. Any person into
which the Warrant Agent may be merged or converted or with which it may be consolidated, or any
person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a
party, or any person succeeding to all or substantially all of the corporate trust or agency
business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the
execution or filing of any paper or any further act on the part of any of the parties hereto. If,
at the time such successor to the Warrant Agent by merger or consolidation succeeds to the agency
created by this Warrant Agreement, any of the Global Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and if, at that time any of the Global Warrant
Certificates shall not have been countersigned, any such successor to



17









 







the Warrant Agent may countersign such Global Warrant Certificates either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such
Global Warrant Certificates shall have the full force and effect provided in the Global Warrant
Certificates in this Warrant Agreement. If at any time the name of the Warrant Agent shall be
changed and at such time any of the Global Warrant Certificates shall have been countersigned but
not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its
prior name; and if at that time any of the Global Warrant Certificates shall not have been
countersigned, the Warrant Agent may countersign such Global Warrant Certificates either in its
prior name or in its changed name; and in all such cases such Global Warrant Certificates shall
have the full force provided in the Global Warrant Certificates and in this Warrant Agreement.



     SECTION 17 Warrant Agent. The Warrant Agent undertakes only the duties and
obligations expressly imposed by this Warrant Agreement upon the following terms and conditions, by
all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:



          (a) The Warrant Agent may rely conclusively and shall be protected in acting upon any order,
judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by or who may be an employee of the Warrant Agent or one of its affiliates), statement,
instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability and of information
therein contained) which is believed by the Warrant Agent, in good faith, to be genuine and to be
signed or presented by the proper person or persons as set forth in Section 17(d).




          (b) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant
Agent except those which are expressly set forth herein, and in any modification or amendment
hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or
obligations shall be implied or inferred.




          (c) The statements contained herein and in the Global Warrant Certificates shall be deemed to
be statements of the Company only. The Warrant Agent assumes no responsibility for the correctness
of any of the same and shall not be required to verify the same.




          (d) Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent
deems it necessary or desirable that any fact or matter be proved or established by the Company
prior to taking, suffering or omitting to take any action hereunder, such fact or matter may be
deemed to be conclusively proved and established by a certificate signed by the Company’s Chairman
of the Board, Chief Executive Officer, President or any Vice President and delivered to the Warrant
Agent; and in reliance upon such certificate, the Warrant Agent shall take any action or omit to
take any action authorized under the provisions of this Warrant Agreement. In the event the
Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice,
instruction, direction, request or other communication, paper or document received by the Warrant
Agent hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following
prior written notice to the




18









 




Company, refrain from taking any action, and shall be fully protected and shall not be liable
in any way to the Company or any other person or entity for refraining from taking such action,
unless the Warrant Agent receives written instructions signed by the Company which eliminates such
ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent.




          (e) The Warrant Agent shall not be responsible for any failure of the Company to comply with
any of the covenants contained in this Warrant Agreement (including, without limitation, any
adjustment of the Exercise Price pursuant to Section 12 hereof, the authorization or
reservation of shares of Common Stock pursuant to Section 11 hereof, and the due execution
and delivery by the Company of this Warrant Agreement or any Global Warrant Certificate) or in the
Global Warrant Certificates to be complied with by the Company.




          (f) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be
counsel for the Company or an employee of the Warrant Agent) and the Warrant Agent shall incur no
liability or responsibility to the Company or any holder of any Warrant in respect of any action
taken, suffered or omitted by it hereunder and in accordance with the opinion or the advice of such
counsel.




          (g) The Warrant Agent shall incur no liability or responsibility for any action taken in
reliance on any Global Warrant Certificate, Warrant Statement, certificate representing shares of
Common Stock, notice, resolution, waiver, consent, order, certificate, or other paper, document or
instrument believed by it to be genuine and to have been signed, sent or presented by the proper
party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or revision of this Warrant Agreement or any of the terms hereof, unless
evidenced by a writing between and signed by, the Company and the Warrant Agent. The Warrant Agent
shall not be required to take instructions or directions except those given in accordance with this
Warrant Agreement.




          (h) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or
other experts, and the Warrant Agent will not be answerable or accountable for any act, default,
neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company
or the holders of the Warrants resulting from any such act, default, neglect or unintentional
misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a
final non-appealable order of a court of competent jurisdiction) in the selection and continued
employment or engagement thereof.




          (i) The Warrant Agent will not be under any duty or responsibility to insure compliance with
any applicable federal or state securities laws in connection with the issuance, transfer or
exchange of Global Warrant Certificates.




          (j) The Warrant Agent shall not incur any liability for not performing any act, duty,
obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent
(including, without limitation, any act or provision of any present or future law or regulation or
governmental authority, any act of God, war, civil disorder or failure of any means of
communication).




19









 








          (k) The Company agrees to pay to the Warrant Agent reasonable compensation for all services
rendered by the Warrant Agent in the preparation, delivery, administration and execution of this
Warrant Agreement and the exercise and performance of its duties hereunder, to reimburse the
Warrant Agent for all reasonable expenses (including reasonable counsel fees), taxes (including
withholding taxes) and governmental charges and other charges of any kind and nature actually
incurred by the Warrant Agent in the execution, delivery and performance of its responsibilities
under this Warrant Agreement and to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by
the Warrant Agent, or any person acting on behalf of the Warrant Agent, in the execution, delivery
and performance of its responsibilities under this Warrant Agreement except as a result of its
gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable
order of a court of competent jurisdiction).




          (l) The Warrant Agent, shall be under no obligation to institute any action, suit or legal
proceeding or to take any other action likely to involve expense unless the Company or one or more
holders of Global Warrant Certificates shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred, but this provision shall not affect the
power of the Warrant Agent to take such action as it may consider proper, whether with or without
any such security or indemnity. All rights of action under this Warrant Agreement or under any of
the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or
the production thereof at any trial or other proceeding relative thereto, and any such action, suit
or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any
recovery of judgment shall be for the ratable benefit of the holders of the Warrants, as their
respective rights or interests may appear.




          (m) Except as otherwise prohibited by applicable law, the Warrant Agent, and any member,
stockholder, director, officer or employee of the Warrant Agent, may buy, sell or deal in any of
the Warrants or other securities of the Company or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to the Company or otherwise
act as fully and freely as though it were not Warrant Agent under this Warrant Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for
any other legal entity.




          (n) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties
shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable
for anything which it may do or refrain from doing in connection with this Warrant Agreement,
except for its own gross negligence, bad faith or willful misconduct (each as determined by a
final, non-appealable order of a court of competent jurisdiction); provided that in no event shall
the Warrant Agent be liable for special, incidental, punitive, indirect or consequential loss or
damage of any kind whatsoever (including, without limitation, lost profits). Any liability of the
Warrant Agent under this Agreement, except for liability arising out of, or in connection with, the
gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable
order of a court of competent jurisdiction) of the Warrant Agent, will be limited to the amount of
aggregate fees paid by the Company to the Warrant Agent.




20









 








          (o) The Warrant Agent shall not at any time be under any duty or responsibility to any holder
of any Warrant to make or cause to be made any adjustment of the Exercise Price or number of the
shares of Common Stock or other securities or property deliverable as provided in this Warrant
Agreement, or to determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with respect to the
method employed in making the same. The Warrant Agent shall not be accountable with respect to the
validity or value or the kind or amount of any shares of Common Stock or of any securities or
property which may at any time be issued or delivered upon the exercise of any Warrant or with
respect to whether any such shares of Common Stock or other securities will when issued be validly
issued and fully paid and nonassessable, and makes no representation with respect thereto. The
Warrant Agent shall not be accountable to confirm or verify the accuracy or necessity of any
calculation.




          (p) The Company agrees to perform, execute and acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of
the provisions of this Agreement.




          (q) The Warrant Agent shall have no responsibility or liability with respect to the validity
of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make or be liable for any adjustments required under any provision hereof, including but not
limited to Section 11 hereof, or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully
paid and nonassessable.




          (r) Notwithstanding anything to the contrary contained herein, the Company shall make all
determinations with respect to Cashless Exercises, and the Warrant Agent shall have no duty or
obligation to investigate or confirm whether the Company determination regarding the number of
Shares to be issued in the event of a Cashless Exercise is accurate or correct. Notwithstanding
anything to the contrary contained herein, the Warrant Agent shall also have no duty or obligation
to investigate or confirm whether any determination of the Exercise Amount under Section 8
is correct or accurate.




          (s) No provision of this Agreement shall require the Warrant Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights, except to the extent otherwise expressly set forth herein.




          (t) Notwithstanding the foregoing, nothing in this Section 17 shall relieve the
Warrant Agent from any liability arising from the Warrant Agent’s transfer of any Warrant without
obtaining confirmation from the Company as described in Section 6 hereof.




21









 








          (u) All rights and obligations contained in this Section 17 and Section 18
hereof shall survive the termination of this Warrant Agreement and the resignation, replacement or
removal of the Warrant Agent.




     SECTION 18 Expenses. All expenses incident to the Company’s performance of or
compliance with this Warrant Agreement will be borne by the Company, including, without limitation:
(i) all expenses of printing Global Warrant Certificates; (ii) messenger and delivery services and
telephone calls; (iii) all fees and disbursements of counsel for the Company; (iv) all fees and
disbursements of independent certified public accountants or knowledgeable experts selected by the
Company; and (v) the Company’s internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal or accounting duties).



     SECTION 19 Change of Warrant Agent.



          (a) If the Company terminates the Warrant Agent or the Warrant Agent shall become incapable of
acting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to
such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has terminated the Warrant Agent or it has been notified in writing of a resignation or
incapacity by the Warrant Agent, then any holder of a Warrant may apply to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a
successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant
Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the
Company or by such a court, shall be a bank or trust company, in good standing, incorporated under
the laws of any state or of the United States of America. As soon as practicable after appointment
of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant
Agent to be given to each of the holders of the Warrants at such holder’s address appearing on the
Warrant Register. After appointment, the successor to the Warrant Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally named as Warrant
Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the
successor to the Warrant Agent any property at the time held by it hereunder and execute and
deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give
any notice provided for in this Section 19, however, or any defect therein, shall not
affect the legality or validity of the appointment of a successor to the Warrant Agent.




          (b) The Warrant Agent may resign at any time and be discharged from the obligations hereby
created by so notifying the Company in writing at least 30 days in advance of the proposed
effective date of its resignation. If no successor Warrant Agent accepts the engagement hereunder
by such time, the Company shall act as Warrant Agent.




     SECTION 20 Notices to the Company and Warrant Agent. Any notice or demand authorized
or permitted by this Warrant Agreement to be given or made by the Warrant Agent or by any holder of
the Warrants to or on the Company to be effective shall be in writing (including by facsimile), and
shall be deemed to have been duly given or made when delivered by hand, or two (2) business days
after being delivered to a recognized courier (whose stated terms of



22









 







delivery are two (2) business days or less to the destination of such notice), or five (5)
days after being deposited in the mail, first class and postage prepaid or, in the case of
facsimile notice, when received, addressed as follows (until another address or facsimile number is
filed in writing by the Company with the Warrant Agent):



	 	 	 	 	 
	 	 	Lear Corporation
	 	 	21557 Telegraph Drive
	 	 	Southfield, Michigan 48033
	 	 	Attn: General Counsel
	 

	 	Telephone:
	 	(248) 447-5123
	 

	 	Facsimile:
	 	(248) 447-5126






with a copy to:




	 	 	 	 	 
	 	 	Winston & Strawn LLP
	 	 	35 West Wacker Drive
	 	 	Chicago, Illinois 60601
	 	 	Attn:     Bruce A. Toth
	 	 	              Brian M. Schafer
	 

	 	Telephone:
	 	(312) 558-5600
	 

	 	Facsimile:
	 	(312) 558-5700





Any notice or demand pursuant to this Warrant Agreement to be given by the Company or by any
holder(s) of the Warrants to the Warrant Agent shall be sufficiently given if sent in the same
manner as notices or demands are to be given or made to or on the Company (as set forth above) to
the Warrant Agent at the Warrant Agent Office as follows (until another address is filed in writing
by the Warrant Agent with the Company):





Mellon Investor Services LLC

Newport Office Center VII

480 Washington Boulevard

Jersey City, NJ 07310

Attn: Relationship Manager



     SECTION 21 Supplements and Amendments. The Company and the Warrant Agent may from
time to time supplement or amend this Warrant Agreement (a) without the approval of any holders of
Warrants in order to cure any ambiguity or to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company may deem necessary
or desirable and that shall not adversely affect the rights or interests of the holders of Warrants
or (b) with the prior written consent of holders of the Warrants exercisable for a majority of the
shares of Common Stock then issuable upon exercise of the Warrants then outstanding; provided,
however, that the consent of each holder of a Warrant affected shall be required for any amendment
of this Warrant Agreement that would (i) increase the Exercise Price or the Trigger Price or
decrease the number of shares of Common Stock purchasable upon exercise of the Warrants, except
that such consent shall not be required



23









 




for any adjustment to the Exercise Price or the Trigger Price or the number of shares of
Common Stock purchasable if made pursuant to the provisions of Section 12 hereof, (ii)
alter the Company’s obligation to issue Warrant Shares upon exercise of the underlying Warrant
(other than pursuant to adjustments otherwise provided for in this Agreement, including the
adjustments provided for in Section 12 hereof), (iii) change the Expiration Date of the
Warrants to an earlier date, (iv) waive the application of the adjustment provisions contained in
Section 12 in connection with any events to which such provisions apply or otherwise modify
the adjustment provisions contained in Section 12 in a manner that would have an adverse
economic impact on the holders of Warrants, or (v) treat such holder differently in an adverse way
from any other holder of Warrants. The Warrant Agent may, but shall not be obligated to, execute
any amendment or supplement which affects the rights or increases the duties or obligations of the
Warrant Agent.




     SECTION 22 Successors. All the covenants and provisions of this Warrant Agreement by
or for the benefit of the Company, the holders of the Warrants or the Warrant Agent shall bind and
inure to the benefit of their respective successors and assigns hereunder.



     SECTION 23 Termination. This Warrant Agreement shall terminate at 5:00 p.m., New York
City time, on the Expiration Date (or, at 5:00 p.m., New York City time, on the Settlement Date
with respect to any Warrant Exercise Notice delivered prior to 5:00 p.m., New York City time, on
the Expiration Date). Notwithstanding the foregoing, this Warrant Agreement will terminate on such
earlier date on which all outstanding Warrants have been exercised. Termination of this Warrant
Agreement shall not relieve the Company or the Warrant Agent of any of their obligations arising
prior to the date of such termination or in connection with the settlement of any Warrant exercised
prior to 5:00 p.m., New York City time, on the Expiration Date.



     SECTION 24 Governing Law. This Warrant Agreement and each Warrant issued hereunder
shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with the laws of the State of New York without
giving effect to conflict of laws principles.



     SECTION 25 Benefits of this Warrant Agreement. This Warrant Agreement shall be for
the sole and exclusive benefit of the Company, the Warrant Agent and the holders of the Warrants,
and nothing in this Warrant Agreement shall be construed to give to any person other than the
Company, the Warrant Agent and the holders of the Warrants any legal or equitable right, remedy or
claim under this Warrant Agreement. Each holder, by acceptance of a Warrant, agrees to all of the
terms and provisions of this Warrant Agreement applicable thereto.



     SECTION 26 Counterparts. This Warrant Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



     SECTION 27 Further Assurances. From time to time on and after the date hereof, the
Company shall deliver or cause to be delivered to the Warrant Agent such further documents and
instruments and shall do and cause to be done such further acts as the Warrant Agent shall



24









 







reasonably request (it being understood that the Warrant Agent shall have no obligation to
make such request) to carry out more effectively the provisions and purposes of this Warrant
Agreement, to evidence compliance herewith or to assure itself that it is protected hereunder.



     SECTION 28 Entire Agreement. This Warrant Agreement and the Global Warrant
Certificates constitute the entire agreement of the Company, the Warrant Agent and the holders of
the Warrants with respect to the subject matter hereof and supersede all prior agreements and
undertakings, both written and oral, among the Company, the Warrant Agent and the holders of the
Warrants with respect to the subject matter hereof. Except as expressly made herein, the Company
makes no representation, warranty, covenant or agreement with respect to the Warrants.



     SECTION 29 Severability. Wherever possible, each provision of this Warrant Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Warrant Agreement;
provided, however, that if such excluded or added provision shall materially affect the rights,
immunities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to
resign immediately upon notification in writing to the Company.



     SECTION 30 Force Majeure. In no event shall the Warrant Agent be responsible or
liable for any failure or delay in the performance of its obligations under this Agreement arising
out of or caused by, directly or indirectly, forces beyond its reasonable control, including
without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software or hardware) services.



25









 





     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed,
as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	LEAR CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MELLON INVESTOR SERVICES LLC,	 	 
	 	 	as Warrant Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






[Signature Page to Warrant Agreement]















 








EXHIBIT A




FORM OF GLOBAL WARRANT CERTIFICATE




FORM OF FACE OF GLOBAL WARRANT CERTIFICATE




VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER __, 2014



THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, EXCHANGE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THE WARRANT AGREEMENT, DATED AS OF NOVEMBER __, 2009
(THE “WARRANT AGREEMENT”), BETWEEN THE ISSUER OF THIS CERTIFICATE AND THE WARRANT AGENT
NAMED THEREIN. BY ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE
RECIPIENT OF SUCH SECURITIES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE
PROVISIONS OF THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE CORPORATE SECRETARY OF THE ISSUER OF THIS CERTIFICATE.




	 	 	 
	NO. W-1
	 	WARRANT TO PURCHASE

___ SHARES OF COMMON

STOCK






LEAR CORPORATION




WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE




CUSIP # 521865 113

DISTRIBUTION DATE: NOVEMBER __, 2009




     This Global Warrant Certificate certifies that Cede & Co., or its registered assigns, is the
registered holder of a Warrant (this “Warrant”) of LEAR CORPORATION, a Delaware corporation
(the “Company”), to purchase the number of shares of common stock, par value $0.01 per
share (“Common Stock”), of the Company set forth above (as adjusted from time to time in
accordance with the terms of the Warrant Agreement). This Warrant expires at 5:00 p.m. New York
City time on November __, 2014 (the “Expiration Date”) and entitles the holder to purchase
from the Company up to the number of fully paid and nonassessable shares of Common Stock set forth
above at an exercise price of $0.01 per share of Common Stock (as adjusted from time to time in
accordance with the terms of the Warrant Agreement, the “Exercise Price”). Subject to the
terms and conditions set forth in the Warrant Agreement, this Warrant may be exercised at any time,
and from time to time, in whole or in part, during the period (i) commencing on the business day
immediately following a period of 30 consecutive Trading Days ending prior to, but not including,
such business day during which the Closing Price of the Common Stock for at least 20 of the Trading
Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time in
accordance with the terms of the Warrant Agreement, the “Trigger Price”) and (ii) ending at
5:00 p.m. New York City time on the Expiration Date. The Exercise Price, the Trigger Price and the
number of shares of Common Stock purchasable upon exercise of this Warrant are subject to
adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL WARRANT CERTIFICATE SET
FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS THOUGH FULLY SET FORTH AT THIS PLACE.



     This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.



     All capitalized terms used herein and not defined herein shall have the meanings assigned to
them in the Warrant Agreement.



27









 





     IN WITNESS WHEREOF, the Company has caused this Global Warrant Certificate to be executed by
its duly authorized officers as of the date below set forth.



Dated:                     , 2009




LEAR CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Robert E. Rossiter
	 	 
	Title:

	 	Chairman, Chief Executive Officer	 	 
	 

	 	and President	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Terrence B. Larkin
	 	 
	Title:

	 	Senior Vice President, General	 	 
	 

	 	Counsel and Corporate Secretary	 	 
	 
	 	 	 	 
	Countersigned:	 	 
	 
	 	 	 	 
	MELLON INVESTOR SERVICES LLC,

as Warrant Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	Address of Registered Holder for Notices (until changed in accordance with the Warrant Agreement):
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





 









 





FORM OF REVERSE OF GLOBAL WARRANT CERTIFICATE




     The Warrant evidenced by this Global Warrant Certificate is a part of a duly authorized issue
of Warrants to purchase up to                      shares of Common Stock issued pursuant to the Warrant
Agreement. The Warrant Agreement is hereby incorporated by reference herein and made a part of
this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the registered
holders of the Warrants. All capitalized terms used but not defined herein shall have the meanings
assigned to them in the Warrant Agreement.



     Upon due presentment for registration of transfer of the Warrant and surrender of this Global
Warrant Certificate at the office of the Warrant Agent designated for such purpose, a new Global
Warrant Certificate or Global Warrant Certificates of like tenor and evidencing in the aggregate a
like number of Warrants shall be issued to the transferee in exchange for this Global Warrant
Certificate, subject to the limitations set forth in the Warrant Agreement, without charge except
for any applicable tax or other charge.



     Subject to Section 14 of the Warrant Agreement, the Company shall not be required to issue
fractional shares of Common Stock.



     No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act
state securities laws or other applicable law.



     The Warrant does not entitle the registered holder thereof to any of the rights of a
stockholder of the Company.



     The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute
owner of this Global Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or the Warrant Agent) for the purpose of any
exercise hereof and for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.



     This Global Warrant Certificate is held by The Depository Trust Company (the
“Depository”) or its nominee in custody for the benefit of the beneficial owners hereof,
and is not transferable to any Person under any circumstances except that (i) this Global Warrant
Certificate may be transferred in whole pursuant to Section 6(e) of the Warrant Agreement (as
hereinafter defined) and (ii) this Global Warrant Certificate may be delivered to the Warrant Agent
for cancellation pursuant to Sections 6(g) and 8(l) of the Warrant Agreement.



     Unless this Global Warrant Certificate is presented by an authorized representative of the
Depository to the Company or the Warrant Agent for registration of transfer, exchange or payment
and any certificate issued is registered in the name of Cede & Co., or such other entity as is
requested by an authorized representative of the Depository (and any payment hereon is made to Cede
& Co. or to such other entity as is requested by an authorized representative of the Depository),
any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful
because the registered owner hereof, Cede & Co., has an interest herein.



     No registration or transfer of the securities issuable pursuant to the Warrant will be
recorded on the books and records of the Company or the Warrant Agent until the provisions set
forth in the Warrant Agreement have been complied with.



     In the event of any conflict or inconsistency between this Global Warrant Certificate and the
Warrant Agreement, the Warrant Agreement shall control.




 









 








EXHIBIT B-1




EXERCISE FORM FOR HOLDERS

HOLDING BOOK-ENTRY WARRANTS

(To be executed upon exercise of the Warrant(s))



The undersigned hereby irrevocably elects to exercise the right, represented by the Book-Entry
Warrant(s), to purchase shares of Common Stock of Lear Corporation and (check one or both):




	 	 	 	 	 
	 

	 	o
	 	herewith tenders in payment for                      shares of Common
Stock an amount of $                     by certified or official bank
check made payable to the order of Lear Corporation or by wire
transfer in immediately available funds to an account arranged with
Lear Corporation; and/or
	 
	 	 	 	 
	 

	 	o	 	herewith tenders the Warrant(s) for                      shares of
Common Stock pursuant to the cashless exercise provision of Section
8(f) of the Warrant Agreement.





Please check below if this exercise is contingent upon the consummation of a Reorganization Event
as provided in Sections 8(g) and12(d) of the Warrant Agreement:




	 	 	 	 	 
	 

	 	o
	 	This exercise is being made in connection with a Reorganization
Event; provided, that in the event the Reorganization Event
shall not be consummated, then this exercise shall be deemed to be
revoked.





The undersigned requests that a statement representing the shares of Common Stock issued upon
exercise of the Warrant(s) be delivered in accordance with the instructions set forth below.




Dated:                     , 20____



THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.



ALL CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM
IN THE WARRANT AGREEMENT.




30









 







THE UNDERSIGNED REQUESTS THAT A STATEMENT REPRESENTING THE SHARES OF COMMON STOCK BE DELIVERED AS
FOLLOWS:




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Please Print)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Social Security Number or Other Taxpayer Identification Number (if applicable):
	 
	 	 	 	 
	                                        





IF SAID NUMBER OF SHARES SHALL NOT BE ALL THE SHARES PURCHASABLE UNDER THE WARRANT(S), THE
UNDERSIGNED REQUESTS THAT NEW BOOK-ENTRY WARRANT(S) REPRESENTING THE BALANCE OF SUCH WARRANT(S)
SHALL BE REGISTERED AS FOLLOWS:




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Please Print)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Social Security Number or Other Taxpayer Identification Number (if applicable):
	 
	 	 	 	 
	                                        






 









 





	 	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Capacity in which Signing:	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNATURE GUARANTEED BY:	 	 	 	 






     Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program.




 









 








EXHIBIT B-2




EXERCISE FORM FOR HOLDERS

HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY

TO BE COMPLETED BY DIRECT PARTICIPANT

IN THE DEPOSITORY TRUST COMPANY

(To be executed upon exercise of the Warrant(s))



The undersigned hereby irrevocably elects to exercise the right, represented by Global Warrant
Certificate No. ___ held for its benefit through the book-entry facilities of The Depository Trust
Company (the “Depository”), to purchase                      shares of Common Stock of Lear
Corporation and (check one or both):




	 	 	 	 	 
	 

	 	o
	 	herewith tenders in payment for such shares an amount of
$                     by certified or official bank check made
payable to the order of Lear Corporation or by wire transfer in
immediately available funds to an account arranged with Lear
Corporation; and/or
	 
	 	 	 	 
	 

	 	o
	 	herewith tenders the Warrant(s) for                      shares of
Common Stock pursuant to the cashless exercise provision of Section
8(f) of the Warrant Agreement.





Please check below if this exercise is contingent upon the consummation of a Reorganization Event
as provided in Sections 8(g) and 12(d) of the Warrant Agreement:




	 	 	 	 	 
	 

	 	o
	 	This exercise is being made in connection with a Reorganization
Event; provided, that in the event the Reorganization Event
shall not be consummated, then this exercise shall be deemed to be
revoked.





The undersigned requests that the shares of Common Stock issuable upon exercise of the Warrant(s)
be in registered form in the authorized denominations, registered in such names and delivered, all
as specified in accordance with the instructions set forth below; provided, that if the
shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be
registered in the name of the Depository or its nominee.




     Dated:                     , 20___


THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF
(1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANT(S) ON THE
EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE
WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.



ALL CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM
IN THE WARRANT AGREEMENT.




33









 








NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:




	 	 	 	 	 
	Account Name:
	 	 	 	 
	 

	 	 

(Please Print)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Contact Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Social Security Number or Other Taxpayer Identification Number (if applicable):
	 
	 	 	 	 
	                                        






Account from which Warrant(s) are Being Delivered:                                         




Depository Account Number:                                         




WARRANT HOLDER DELIVERING WARRANT(S), IF OTHER THAN THE DIRECT PARTICIPANT:




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Contact Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 

	 	 






Account to which the Shares of Common Stock are to be Credited:                                         




Depository Account Number:                                         




 









 




FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT
EXERCISE NOTICE:




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Please Print)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Contact Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Social Security Number or Other Taxpayer Identification Number (if applicable):
	 
	 	 	 	 
	                                        






	 	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Capacity in which Signing:	 	 	 	 
	 

	 	 	 	 

	 	 
	Signature Guaranteed By:	 	 	 	 
	 

	 	 	 	 

	 	 





Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program,
the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program.