Exhibit 10.5


 


CIC Warrant




  



THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THE SECURITIES.


SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. CENTRAL TIME ON JULY 31, 2030 (THE “EXPIRATION DATE”).


No. 001


CELADON GROUP, INC.


WARRANT TO PURCHASE FIVE MILLION FOUR HUNDRED


SEVENTY-TWO THOUSAND EIGHT HUNDRED FORTY-FIVE


 SHARES OF COMMON STOCK, PAR VALUE $0.033 PER SHARE


 


For VALUE RECEIVED, LUMINUS ENERGY PARTNERS MASTER FUND, LTD. (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Celadon Group, Inc., a Delaware corporation (“Company”), at any time from and after the occurrence of a Change of Control (the “Initial Exercise Date”) and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $0.01 (the exercise price in effect being herein called the “Warrant Price”), five million four hundred seventy‐two thousand eight hundred forty‐five (5,472,845) shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.033 per share (“Common Stock”), subject to Section 7(b).  The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.


This Warrant has been issued by the Company pursuant to that certain Warrant Purchase Agreement, dated July 31, 2019, between the Company and the Luminus Energy Partners Master Fund, Ltd. (the “Purchase Agreement”).


In addition to other terms defined herein, the following terms shall have the meanings specified herein:


“Change in Control” shall mean the occurrence of one or more of the following events:  (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, “option right”)), directly or indirectly, of a majority of the Equity Interests of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option, warrant or other contractual right) or (ii) a majority of the members of the board of directors of the Company do not constitute Continuing Directors.  Notwithstanding the foregoing, it is understood that no Change in Control will result from the exercise of this Warrant and/or Initial Warrant or upon the conversion into Common Stock of any Equity Interests issued pursuant to the Warrants or the Initial Warrant.


“Continuing Director” shall mean (a) any member of the board of directors who was a director (or comparable manager) of the Company on the Closing Date, or (b) any individual who becomes a member of the board of directors of the Company after the Closing Date if such individual was approved, appointed or nominated for election to the board of directors of the Company by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition  to the board of directors of the Company in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of the Company and whose initial assumption of office resulted from such contest or the settlement thereof, unless such individual was proposed for election by the Warrantholder or any of its Affiliates.












“Equity Interests” shall mean, with respect to the Company, all of the shares of capital stock of (or other ownership or profit interests in) of the Company, all of the warrants, options or other rights for the purchase or acquisition from the Company of shares of capital stock of (or other ownership or profit interests in) the Company, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) the Company or warrants, rights or options for the purchase or acquisition from the Company of such shares (or such other interests), and all of the other ownership or profit interests in the Company (including partnership, member or trust interests therein), whether voting or nonvoting, or common or preferred, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.


“Initial Warrant” means that certain warrant of even date herewith issued by the Company to the Warrantholder to purchase 16,000,000 shares of Common Stock of the Company.


“Subsidiary” shall mean, with respect to the Company, any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were prepared in accordance with generally accepted accounting principles as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the Company or one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company.


Section 1.          Registration.  The Company shall maintain books for the transfer and registration of the Warrant.  Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.


Section 2.          Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant, in whole or in part, from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms.  A new Warrant shall be issued to the transferee and, if the Warrant is only transferred in part, a new Warrant shall be issued to the previous holder for the remaining portion of the Warrant, and the surrendered Warrant shall be canceled by the Company.


Section 3.          Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time after the Initial Exercise Date and prior to its expiration upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds (or, in certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder).  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Exercise Agreement.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.  As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.  Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in Section 5 of the Purchase Agreement are true and correct in all material respects with respect to the Warrantholder as of the time of such exercise.  Notwithstanding the foregoing, to effect 



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the exercise of the Warrant hereunder, the Warrantholder shall not be required to physically surrender this Warrant to the Company unless the entire Warrant is exercised.  The Warrantholder and the Company shall maintain records showing the amount exercised and the dates of such exercise.  The Company’s records shall be presumed correct absent manifest error.  The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provision of the paragraph, following exercise of a portion of the Warrant, the number of Warrant Shares of this Warrant may be less than the amount stated on the face hereof.


Section 4.          Compliance with the Securities Act of 1933.  Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.


Section 5.          Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant.  The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.


Section 6.          Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.


Section 7.          Reservation of Common Stock; Preferred Stock Issuance In lieu of Issuance of Common Stock.


(a)          The Company and the Warrantholder acknowledge that currently there are an insufficient number of shares of authorized Common Stock of this Company to permit the exercise in full of this Warrant.  The Company and the Warrantholder further acknowledges that as of the Initial Exercise Date, the Company is not in compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Company shall use its best efforts to bring the Company into compliance with its reporting obligations under the Exchange Act as promptly as possible after the date hereof.  At its first meeting of Shareholders following the Company being in compliance with its reporting obligations under the Exchange Act (the “Compliance Date”), the Company will propose for a vote of its shareholders that the certificate of incorporation of the Company be amended to increase the number of authorized shares of Common Stock of the Company to One Hundred Million (100,000,000), which is an amount sufficient to permit full exercise of the Warrant and decrease the par value of each share to one cent or less (the “Increase Authorization”).  The immediately preceding sentence notwithstanding, to facilitate re-listing under any stock exchange or as otherwise advisable in the judgment of the Company’s board of directors, the Company shall have the right to effect a reverse stock split or other share combination in conjunction with or immediately following the described shareholder vote, in which case the number of authorized shares, Warrant Shares (and Substitute Preferred Shares), Warrant Price, and par value will be adjusted as described in Subsection 8(B).


(b)          Prior to the Increase Authorization, in the event this Warrant is exercised, or any holder of this Warrant informs the Company of its intention to exercise this Warrant, in whole or in part, and the Company then has an insufficient number of shares of Common Stock authorized to honor such exercise or the par value of the Common Stock has not been reduced to one cent or less, the Board of Directors shall adopt the Certificate of Designation attached hereto as Exhibit A (the “Certificate of Designation”) authorizing the issuance of shares of preferred stock of the Company (the “Substitute Preferred Shares”) in lieu thereof.  The Company shall issue, and the Warrantholder will accept, the one (1) Share of Substitute Preferred Shares in lieu of each one thousand (1,000) shares of Common Stock which the Company would otherwise be required to issue pursuant to this Warrant.  The Certificate of Designation with respect to the Substitute Preferred Shares provides that following the Issuance Authorization, the Substitute Preferred Shares shall automatically be converted into the number of shares of Common Stock for which the Warrant was previously exercised, the Company shall issue such shares of Common Stock to the 



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Warrantholder within three (3) business days of the adoption of the Increase Authorization, and the Substitute Preferred Shares will be cancelled.


(c)          At any time following the satisfaction of the Increase Authorization, this Warrant is exercisable, the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant; and (d) the Company agrees that all Warrant Shares (and Substitute Preferred Shares) issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.


Section 8.          Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.


A.       Warrant Price Adjustment.


1.       If the Company shall issue, on or after the date hereof, any Additional Stock (as defined below) for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock, the Warrant Price in effect immediately prior to each such issuance shall forthwith be adjusted to a price equal to the per share consideration paid or given for such Additional Stock.


2.       No adjustment of the Warrant Price shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to five (5) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of five (5) years from the date of the event giving rise to the adjustment being carried forward.  Except to the limited extent provided for in subsections 8(A)(5)(c) and (5)(d), no adjustment of such Warrant Price pursuant to this subsection 8(A)(2) shall have the effect of increasing the Warrant Price above the Warrant Price in effect immediately prior to such adjustment.


3.      In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefore before deducting any reasonable discounts, commission or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.


4.      In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors irrespective of any accounting treatment.  In the event that the Warrantholder disagrees with the determination of the fair market value of any consideration and the Board of Directors of the Company and the Warrantholder are unable to agree upon such fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters to determine the fair market value of such consideration.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.


5.      In the case of the issuance of options to purchase or warrants or other rights to subscribe for or receive Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for or receive such convertible or exchangeable securities, whether such rights or the underlying Common Stock is vested or unvested, or subject to later forfeiture, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:


a.       The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for 



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Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 8 (A)(3) and 8(A)(4)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.


b.     The aggregate maximum number of shares of Common Stock deliverable upon conversion or, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 8 (A)(3) and 8(A)(4).


c.     In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable shares, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.


d.    The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 8 (A)(5)(a) and (b) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 8(A)(5)(a) or (b).


e.     “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 8(A)(5)) by the Company on or after the date hereof.


B.    Subdivision or Conversion.


1.      In the event the Company should at any time or from time to time after the date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Warrant Price shall be appropriately decreased and the number of shares of Common Stock issuable on the exercise of the Warrant or conversion of each Substitute Preferred Share shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.


2.     If the number of shares of Common Stock outstanding at any time after the Initial Exercise Date is decreased by a reverse stock split or combination of the outstanding shares 



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of Common Stock, then, following the record date of such combination, the Warrant Price shall be appropriately increased and the number of shares of Common Stock issuable on exercise of the Warrant or conversion of each Substitute Preferred Share shall be decreased in proportion to such decrease in outstanding shares.


C.     Warrant Share Adjustment.  If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.  The provisions of this Section 8(C) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.


Section 9.          Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.  “Market Price” as of a particular date (the “Valuation Date”) shall mean the following:  (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters to decide such fair market value.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.


Section 10.          Extension of Expiration Date.  If the Company defers the filing of any Registration Statement covering Registrable Securities (unless otherwise defined herein, capitalized terms are as defined in the Registration Rights Agreement, dated as of the Initial Exercise Date, relating to the Warrant Shares (the “Registration Rights Agreement”)) pursuant to Section 3(r) of the Registration Rights Agreement occurs, and the deferral (whether alone, or in combination with any other deferral) continues for more than 90 days in any twelve-month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the 90-day limits, as the case may be, that the deferral continues.



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Section 11.          Benefits.  Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.


Section 12.          Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.


Section 13.          Identity of Transfer Agent.  The Transfer Agent for the Common Stock is American Stock Transfer & Trust Company, LLC.  Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.


Section 14.          Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given and received as hereinafter described (i) if given by personal delivery, then such notice shall be deemed received upon such delivery, (ii) if given by certified mail return receipt requested, then such notice shall be deemed received upon the day such return receipt is signed, and (iii) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  Copies of such notices shall also be transmitted by email to the email address provided for on the signature page of the Purchase Agreement.  All notices shall be addressed as follows:  if to the Warrantholder, at its address as set forth in the Company’s books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:


If to the Company:







Celadon Group, Inc.


One Celadon Drive


9503 E. 33rd Street


Indianapolis, IN 46253-4207







With a copy to:







Scudder Law Firm, P.C., L.L.O.


411 S. 13th Street, Suite 200


Lincoln, NE 68508


Attn:  Mark Scudder


 


Section 15.          Registration Rights.  The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent Warrantholder shall be entitled to such rights.


Section 16.          Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.


Section 17.          Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such 



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court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


Section 18.          Cashless Exercise.  In lieu of exercising this Warrant in the manner set forth in Section 3, the Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.  The Company shall use reasonable commercial efforts to permit the exercise of this Warrant by the Warrantholder on a tax-free basis pursuant to this Section 18.  Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:


X = Y (A – B)

        A


where


X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;


Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);


A = the Market Price of one share of Common Stock as of the date the net issue election is made; and


B = the Warrant Price in effect under this Warrant at the time the net issue election is made.


Section 19.          No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.


Section 20.          Amendment; Waiver.  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the holders of a majority of the Warrants representing at least a majority of the number of shares of Common Stock then subject to all outstanding Warrants (the “Majority Holders”); provided, that (x) any such amendment or waiver must apply to all Company Warrants; and (y) the number of Warrant Shares subject to this Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Warrantholder.


Section 21.          Section Headings.  The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.



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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 31st day of July, 2019.



	
 

	
CELADON GROUP, INC.


	 	 	 
	 	
By:

	
/s/ Chase Welsh


	 	
Name:

	
Chase Welsh


	 	
Title:

	
Secretary













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APPENDIX A

CELADON GROUP INC.

 WARRANT EXERCISE FORM


To Celadon Group, Inc.:


The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:



	
 


	Name
	 
	Address 
	 
	 
	Federal Tax ID or Social Security No.








and delivered by (certified mail to the above address, or


and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below.



Dated: _____________,_______        



	Note:   	The signature must correspond with Signature: ________________         	







	
the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.

	
           


           





 



	
 

	
 


	 	Name (please print)
	 	
 

	
 


	 	
 


	 	
 


	 	Address
	 	 
	 	Federal Idenification or Social Security No.
	 	 
	 	Assignee:
	 	 
	 	 
	 	 
















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APPENDIX B

CELADON GROUP, INC.

 NET ISSUE ELECTION NOTICE


To:          Celadon Group, Inc.:


Date:       [                                        ]


The undersigned hereby elects under Section 18 of this Warrant to surrender the right to purchase [________] shares of Common Stock pursuant to this Warrant and hereby requests the issuance of [______] shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.



	
 


	Signature
	 
	Name for Registration
	 
	Mailing Address










 


 


 


 


 


 


 


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