Cruttenden Roth Xxxorporated. Attest: By: ------------------------------ ------------------------------ Name: Title: JAKKS PACIFIC, INC. Attest: By: ------------------------------ ------------------------------ Name: Title:
Cruttenden Roth Xxxorporated. Total ................................................................... _______________ 2,000,000 =============== INTERVU INC. --------------------- PRICE DETERMINATION AGREEMENT May __, 1998 PAINEWEBBER INCORPORATED JOSEPHTHAL & CO. INC. CRUTTENDEN ROTH XXXORPORATED As Representatives of the several Underwriters c/o PaineWebber Incorporated 1285 Avenue of the Americas New Xxxx, Xxx Xxxx 00000 Xxar Sirs: Reference is made to the Underwriting Agreement, dated May __, 1998 (the "Underwriting Agreement"), among InterVU Inc., a Delaware corporation (the "Company"), and the several Underwriters named in Schedule I thereto or hereto (the "Underwriters"), for whom PaineWebber Incorporated, Josephthal & Co. Inc. and Cruttenden Roth Xxxorporated are acting as representatives (the "Representatives"). The Underwriting Agreement provides for the purchase by the Underwriters from the Company, subject to the terms and conditions set forth therein, of an aggregate of 2,000,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share. This Agreement is the Price Determination Agreement referred to in the Underwriting Agreement. Pursuant to Section 1 of the Underwriting Agreement, the undersigned agree with the Representatives as follows: The initial public offering price per share for the Firm Shares shall be $_______. The purchase price per share for the Firm Shares to be paid by the several Underwriters shall be $_______, representing an amount equal to the initial public offering price set forth above less $______ per share. The Company represents and warrants to each of the Underwriters that the representations and warranties of the Company set forth in Section 3 of the Underwriting Agreement are accurate as though expressly made at and as of the date hereof.
Cruttenden Roth Xxxorporated. Total.............................................. 2,000,000 =========
Cruttenden Roth Xxxorporated. By: ---------------------------- Name: Title:
Cruttenden Roth Xxxorporated. [NAMES OF OTHER UNDERWRITERS]. . . . . . . . . . . . . . . . --------- Total. . . . . . . . . . . . . . . . . . . . . . . . 2,600,000 ========= 32 EXHIBIT A WARRANT AGREEMENT 33 EXHIBIT A THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. THE HOLDER MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF OR ENCUMBER THE SECURITIES REPRESENTED BY THIS DOCUMENT EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE ISSUER OF AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER AND ITS LEGAL COUNSEL THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OR ENCUMBRANCE IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND THE REGISTRATION AND/OR QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. Warrant to Purchase up to 260,000 Shares of Common Stock (subject to adjustment) INTERNATIONAL AIRCRAFT INVESTORS COMMON STOCK PURCHASE WARRANT Void after ___, 2001 This certifies that, for value received, Sutro & Co. Incorporated, a Delaware corporation, or its transferee(s) as provided herein (in any event, the "Holder") is entitled, subject to the terms set forth below, to purchase from International Aircraft Investors, a California corporation (the "Company"), two hundred sixty thousand (260,000) shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), as constituted on the date hereof, upon surrender hereof with the Notice of Exercise attached hereto (the "Notice of Exercise") duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the exercise price as set forth in Section 2 hereof. The number, character, and exercise price of such shares of Common Stock are subject to adjustment as provided below.
Cruttenden Roth Xxxorporated. Total.......................................................................... 6,500,000 =============== SCHEDULE B
Cruttenden Roth Xxxorporated. John X. Xxxxxxx xxx Company, Incorporated....................... --------- Total................................................ ==========
Cruttenden Roth Xxxorporated. Total 2,000,000 ========= SCHEDULE II NAME, ADDRESS AND TELECOPY NUMBER OF NUMBER OF SHARES TO BE SOLD SELLING STOCKHOLDER SCHEDULE III SUBSIDIARY JURISDICTION OF INCORPORATION -43- 44 SCHEDULE IV ACQUISITION AGREEMENTS [TO FOLLOW]
Cruttenden Roth Xxxorporated. Attest: By: -------------------------- ------------------------------------- Name: ------------------------------- Title: ------------------------------ FIRST ALBANY CORPORATION Attest: By: -------------------------- ------------------------------------- Name: ------------------------------- Title: ------------------------------ AREMISSOFT CORPORATION Attest: By: -------------------------- ------------------------------------- Name: ------------------------------- Title: ------------------------------ EXHIBIT A [Form of Warrant Certificate] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WARRANT CERTIFICATE OF AREMISSOFT CORPORATION EXERCISABLE ON OR BEFORE _________, 2004
Cruttenden Roth Xxxorporated. Total............................ =========== 34 SCHEDULE B SELLING SHAREHOLDERS Name of Shareholder Selling Option Shares ------------------- Shareholder ------------- Shares ------ SCHEDULE C Lock-Up Agreements ------------------ APPENDIX A OPINION OF COUNSEL TO THE COMPANY Cohex & Xrigxxx, X.C., counsel to the Company, shall opine to the effect that:
