OR
SUPPLEMENT ANY PROVISION CONTAINED HEREIN WHICH MAY BE DEFECTIVE OR INCONSISTENT
WITH ANY OTHER PROVISIONS HEREIN, OR TO MAKE ANY OTHER PROVISIONS WITH REGARD TO
MATTERS OR QUESTIONS ARISING HEREUNDER AND (II) MODIFY THE AGREEMENT FOR THE
PURPOSE OF ADDING ANY PROVISIONS TO OR CHANGING IN ANY MANNER OR ELIMINATING ANY
OF THE PROVISIONS OF THIS AGREEMENT OR MODIFYING IN ANY MANNER THE RIGHTS OF THE
HOLDERS HEREUNDER.
39
SECTION 10.10.
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE SEVERAL ARTICLES AND
SECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE AND SHALL NOT CONTROL OR
AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
SECTION 10.11.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL,
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
IN THE EVENT OF
ANY CONFLICT, DISCREPANCY OR AMBIGUITY BETWEEN THE TERMS AND CONDITIONS
CONTAINED IN THIS AGREEMENT AND ANY SCHEDULES OR ATTACHMENTS HERETO, THE TERMS
AND CONDITIONS CONTAINED IN THIS AGREEMENT SHALL TAKE PRECEDENCE.
SECTION 10.12.
LIMITATION OF LIABILITY.
NO PARTY TO THIS AGREEMENT SHALL BE
LIABLE TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL
DAMAGES UNDER ANY PROVISION OF THIS AGREEMENT OR FOR ANY CONSEQUENTIAL,
INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES ARISING OUT OF ANY ACT OR
FAILURE TO ACT HEREUNDER EVEN IF THAT PARTY HAS BEEN ADVISED OF OR HAS FORESEEN
THE POSSIBILITY OF SUCH DAMAGES.
40
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.
ZALE CORPORATION,
by
/s/ Matthew W. Appel
Name: Matthew W. Appel
Title: Executive Vice President and Chief Financial Officer
41
Z INVESTMENT HOLDINGS, LLC,
in its capacities as Agent and Initial
Warrant Holder hereunder
by
/s/ Peter Morrow
Name: Peter Morrow
Title: Authorized Person
42
EXHIBIT A
FORM OF FACE OF A-WARRANT CERTIFICATE
THESE WARRANTS MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE
WARRANT AND REGISTRATION RIGHTS AGREEMENT REFERRED TO BELOW. THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.
SUCH SECURITIES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE
REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT
TO THE PROVISIONS OF THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF
MAY 10, 2010, BY AND AMONG ZALE CORPORATION (THE "COMPANY"), THE INITIAL WARRANT
HOLDER AND Z INVESTMENT HOLDINGS, LLC, AS AGENT.
A COPY OF SUCH WARRANT AND
REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.
WARRANTS TO PURCHASE COMMON STOCK OF ZALE CORPORATION
No.
Certificate for
Warrants
This certifies that [INSERT NAME OF HOLDER], or registered assigns, is the
registered holder of the number of Warrants set forth above.
Each Warrant
entitles the holder thereof (a "Holder"), subject to the provisions