Agreement"
Section 4(e)
"Backstop Term Sheet"
Section 4(e)
"Closing"
Section 1(a)(i)
"Closing Date"
Section 1(a)(i)
"Committee"
Recitals
"Common Shares"
Recitals
"Common Stock Deemed Outstanding"
Section 4(d)
"Common Stock"
Recitals
"Company"
Recitals
"Company Board"
Recitals
"Company Closing Certificate"
Section 1(a)(ii)
"Company Stock Award Plans"
Section 3(c)
"Company Termination Date"
Section 1(a)(ii)
"Company Triggered Closing"
Section 1(a)(ii)
"Confidentiality Agreement"
Section 4(f)(i)
"Covered Investor"
Section 2(f)
"Distribution"
Section 1(d)
"DTC"
Section 2(g)
"Equity Securities"
Section 4(d)
"Exempted Issuances"
Section 4(d)
4
Defined Term
Location of
Definition
"Investor"
Recitals
"Investor Closing Notice"
Section 1(a)(i)
"Investor Shares"
Section 4(d)
"Investor Termination Date"
Section 1(a)(i)
"MBCA"
Recitals
"Most Recent 10-Q"
Section 3(g)
"Most Recent Balance Sheet"
Section 3(g)
"Mutual Release"
Recitals
"Outside Date"
Section 6(a)
"Piper"
Section 7(k)
"Pre-Signing Period"
Section 2(k)
"Preemptive Rights Notice"
Section 4(d)
"Principal Market"
Section 3(e)
"Private Offering"
Section 4(d)(i)
"Purchase Price"
Section 1(a)(i)
"Purchase Rights"
Section 1(d)
"Registration Rights Agreement"
Recitals
"Regulation D"
Recitals
"Reporting Period"
Section 4(c)
"Rights Offering"
Section 4(e)
"Rule 13d-3"
Section 4(f)(iii)
"Rule 144"
Section 2(f)
"SEC"
Recitals
"SEC Documents"
Section 3(g)
"Securities"
Recitals
"Share Certificates"
Recitals
"SPA"
Recitals
"Sterling Group"
Section 4(f)(iii)
"Suspension Period"
Section 1(a)(i)
"Warrant"
Recitals
"Warrant Shares"
Recitals
5
Exhibit B
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR
(B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR BONA
FIDE FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
THE SECURITIES
REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET FORTH ON THE FACE
HEREOF PURSUANT TO SECTION 2(e) HEREOF.
SELECT COMFORT CORPORATION
NON-TRANSFERABLE
WARRANT TO PURCHASE COMMON STOCK
Warrant No.: SC-001
Number of Shares: 2,000,000
Date of Issuance:
, 20
Select Comfort Corporation, a Minnesota corporation (the "Company"), hereby
certifies that, for Ten United States Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sterling SC Investor, LLC, a Delaware limited liability company,
the registered holder hereof, or its permitted assigns (the "Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company
upon surrender of this Warrant (if required by Section 2(e)), at any time or
times on or after the date hereof, but not after 11:59 P.M. New York City time
on the Expiration Date (as defined in Section 1(b) below) Two Million
(2,000,000) fully paid nonassessable shares of Common Stock (as defined in
Section 1(b) below) of the Company (the "Warrant Shares") at the Warrant
Exercise Price (as defined