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EXHIBIT 4.1
NEITHER THIS WARRANT NOR ANY SECURITY ISSUABLE UPON THE EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR
ANY SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT IF (A) COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND REGISTERED AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS,
OR (B) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO
REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED TO EFFECT SUCH
TRANSFER.
STUART ENTERTAINMENT INC.
300,000 Warrants each to Purchase one Share of
Common Stock of Stuart Entertainment, Inc.
FOR VALUE RECEIVED, Stuart Entertainment Inc., a Delaware corporation
(the "Company"), hereby certifies that Trade Products, Inc., or its successor
or assigns (the "Holder"), is entitled, subject to the provisions of this
Warrant, to purchase from the Company, at the times specified herein, 300,000
fully paid and non-assessable shares of common stock of the Company, par value
$.01 per share (the "Common Stock"), at a purchase price per share equal to the
Exercise Price (as hereinafter defined).
(a) DEFINITIONS. (1) The following terms, as used herein, have
the following meanings:
"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.
"ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement dated as
of August 6, 1996, as amended by that certain First Amendment to Asset Purchase
Agreement (collectively, the "Asset Purchase Agreement"), among the Company,
Trade Products, Inc. and the Persons listed on the signature pages thereto.
"BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
"EXERCISE PRICE" means $7.75 per Warrant Share.
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"EXPIRATION DATE" means 5:00 p.m. New York time on the tenth
anniversary of the Closing Date.
"PERSON" means an individual, partnership, corporation, trust, joint
stock company, association, joint venture, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"WARRANT SHARES" means the shares of Common Stock deliverable upon
exercise of this Warrant, as the number of such shares shall be adjusted from
time to time as provided herein.
(2) Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Asset Purchase
Agreement
(b) EXERCISE OF WARRANT.
(1) The Holder is entitled to exercise this Warrant in
whole or in part at any time, or from time to time, until the
Expiration Date or, if such day is not a Business Day, then on the
next succeeding day that shall be a Business Day. To exercise this
Warrant, the Holder shall execute and deliver to the Company a Warrant
Exercise Notice substantially in the form annexed hereto, together
with this Warrant Certificate and the payment of the applicable
Exercise Price in cash or by certified or official bank check or bank
cashier's check payable to the order of the Company or by any
combination thereof. Upon such delivery and payment, the Holder shall
be deemed to be the holder of record of the Warrant Shares subject to
such exercise, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such
Warrant Shares shall not then be actually delivered to the Holder.
The Company shall pay any and all documentary, stamp or
similar issue or transfer taxes payable in respect of the issue or
delivery of the Warrant Shares.
(2) If the Holder exercises the Warrant in part, this
Warrant Certificate shall be surrendered by the Holder to the Company
and a new Warrant Certificate of the same tenor and for the
unexercised number of Warrant Shares shall be executed by the Company.
The Company shall register the new Warrant Certificate in the name of
the Holder or in such name or names of its transferee pursuant to
paragraph (f) hereof as may be directed in writing by the Holder and
deliver the new Warrant Certificate to the Person or Persons entitled
to receive the same.
(3) Upon surrender of this Warrant Certificate in
conformity with the foregoing provisions, the Company shall transfer
to the Holder of this Warrant Certificate appropriate evidence of
ownership of the shares of Common Stock or other securities or
property (including any money) to which the Holder is entitled,
registered or otherwise placed in, or payable to the order of, the
name or names of the Holder or such transferee as may be directed in
writing by the Holder, and shall deliver such
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evidence of ownership and any other securities or property (including
any money) to the Person or Persons entitled to receive the same,
together with an amount in cash in lieu of any fraction of a share as
provided in paragraph (e) below.
(c) RESTRICTIVE LEGEND. Unless the issuance of the Warrant Shares
shall have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), as a condition of its delivery of certificates for the
Warrant Shares or upon the split-up, combination, exchange or transfer of the
Warrant, the Company may require the Holder (including the transferee of the
Warrant in whose name the Warrant Shares are to be registered) to deliver to
the Company, in writing, representations regarding the Holder's sophistication,
investment intent, acquisition for such Holder's own account and such other
matters as are reasonable and customary for purchasers of securities in an
unregistered private offering. The Company may place conspicuously upon each
new Warrant and upon each certificate representing the Warrant Shares a legend
substantially in the form of the legend set forth on the first page of this
Warrant Certificate, the terms of which are agreed to by the Holder (including
each transferee).
(d) REPRESENTATIONS OF THE COMPANY.
(1) The execution and delivery by the Company of the
Warrant has been duly authorized by all necessary corporate action,
does not require any consent or approval (except those consents and
approvals already obtained), and does not and will not conflict with,
result in any violation of, or constitute any default under, any
provision of any contractual obligation of the Company or any law or
governmental regulation or court decree or order applicable to the
Company.
(2) The Company hereby agrees that at all times there
shall be reserved for issuance and delivery upon exercise of the
Warrant such number of its authorized but unissued shares of Common
Stock or other securities of the Company from time to time issuable
upon exercise of the Warrant as will be sufficient to permit the
exercise in full of the Warrant. All such shares shall be duly
authorized and, when issued upon such exercise, shall be validly
issued, fully paid and non-assessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on
sale (other than those contemplated by paragraph (f)) and free and
clear of all preemptive rights.
(3) The Warrant will on the execution and delivery
thereof constitute the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with their
respective terms.
(e) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of the Warrant and in lieu
of delivery of any such fractional share upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the current market price per share of Common Stock at the date of such
exercise.
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(f) EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT. The holder of
this Warrant or of any Warrant Shares, by acceptance thereof, agrees to give
prior written notice to the Company of such holder's intention to transfer such
Warrant or the Warrant Shares relating thereto (or any portion thereof)
describing briefly the manner and circumstances of the proposed transfer.
Promptly after receiving such written notice, the Company shall present copies
thereof to Company counsel and to counsel designated by such holder, who may be
an employee of such holder. If in the opinion of each such counsel the
proposed transfer may be affected without registration or qualification of such
Warrant or the Warrant Shares under any Federal or State securities law, the
Company, as promptly as practicable, shall notify such holder of such opinion
and of the terms and conditions, if any, to be observed, whereupon such holder
shall be entitled to transfer such Warrant or Warrant Shares, all in accordance
with the terms of the notice delivered to such holder by the Company. If
either of such counsel is unable to render such an opinion (in which case said
counsel shall set forth in writing the basis for the legal conclusions in this
regard), the Company shall promptly notify such holder that the proposed
transfer described in the written notice given pursuant to this subsection may
not be effected without such registration or qualification or without
compliance with the conditions of an exemptive regulation of the Securities and
Exchange Commission and any applicable State securities regulatory authority.
Such holder shall not be entitled to effect such transfer until such
registration, qualification, exemption or other compliance has become
effective. All fees and expenses of counsel in connection with the rendition
of the opinions provided for in this subsection shall be paid by the holder
requesting the transfer. Subject to the preceding and paragraph (c) hereof,
upon surrender of this Warrant to the Company, together with the attached
Warrant Assignment Form duly executed, the Company shall, without charge,
execute and deliver a new warrant in the name of the assignee or assignees
named in such instrument of assignment and, if the Holder's entire interest is
not being assigned, in the name of the Holder and this Warrant shall promptly
be canceled. Notwithstanding the foregoing, except for the first sentence
hereof, the provisions of this paragraph (f) shall not apply to any transfer of
this Warrant or any Warrant Shares by the Holder to any of the Shareholders.
(g) LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company
of evidence satisfactory to it (in the exercise of its reasonable discretion)
of the loss, theft, destruction or mutilation of this Warrant Certificate, and
(in the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company shall execute and deliver a new Warrant
Certificate of like tenor and date.
(h) ANTIDILUTION.
(1) In case the Company shall at any time after the date
hereof (i) declare a dividend or make a distribution on Common Stock
payable in Common Stock, (ii) subdivide or split the outstanding
Common Stock, (iii) combine or reclassify the outstanding Common Stock
into a smaller number of shares, or (iv) issue any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a consolidation or merger in
which the Company is
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the continuing corporation), the Exercise Price in effect at the time
of the record date for such dividend or distribution or the effective
date of such subdivision, split, combination or reclassification shall
be proportionately adjusted so that, giving effect to paragraph (h)(2)
below, the exercise of the Warrant after such time shall entitle the
holder to receive the aggregate number of shares of Common Stock or
other securities of the Company (or shares of any security into which
such shares of Common Stock have been reclassified pursuant to clause
(iii) or (iv) above) which, if the Warrant had been exercised
immediately prior to such time, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend,
distribution, subdivision, split, combination or reclassification.
Such adjustment shall be made successively whenever any event listed
above shall occur.
(2) Upon an adjustment in the Exercise Price as set forth
in paragraph (h)(1) above, the number of shares for which the Warrant
are exercisable immediately prior to the making of such adjustment
shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares of Common Stock (calculated to
the nearest 1/100th of a share) obtained by (i) multiplying the number
of shares of Common Stock covered by the Warrant immediately prior to
this adjustment of the number of shares of Common Stock by the
Exercise Price in effect immediately prior to such adjustment of the
Exercise Price and (ii) dividing the product so obtained by the
Exercise Price in effect immediately after such adjustment of the
Exercise Price.
(i) CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company (other than a merger
which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) or any sale or transfer of
all or substantially all of the assets of the Company or of the Person formed
by such consolidation or resulting from such merger or which acquires such
assets, as the case may be, the Holder shall have the right thereafter to
exercise the Warrant for the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by a
holder of the number of shares of Common Stock for which the Warrant may have
been exercised immediately prior to such consolidation, merger, sale or
transfer, assuming (i) such holder of Common Stock is not a Person with which
the Company consolidated or into which the Company merged or which merged into
the Company or to which such sale or transfer was made, as the case may be
("Constituent Person"), or an Affiliate of a constituent Person and (ii) in the
case of a consolidation, merger, sale or transfer which includes an election as
to the consideration to be received by the holders, such holder of Common Stock
failed to exercise its rights of election, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of Common Stock held immediately prior to such
consolidation, merger, sale or transfer by other than a Constituent Person or
an Affiliate thereof and in respect of which such rights of election shall not
have been exercised ("non-electing share"), then for the purpose of this
paragraph (i) the kind and amount
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of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). Adjustments for events subsequent to the effective date of such a
consolidation, merger and sale of assets shall be as nearly equivalent as may
be practicable to the adjustments provided for in the Warrant. In any such
event, effective provisions shall be made in the certificate or articles of
incorporation of the resulting or surviving corporation, in any contract of
sale, conveyance, lease or transfer or otherwise so that the provisions set
forth herein for the protection of the rights of the Holder shall thereafter
continue to be applicable; and any or surviving corporation shall expressly
assume obligation to deliver, upon exercise, such shares of stock, other
securities, cash and property. The provisions of this paragraph (i) shall
similarly apply to successive consolidations mergers, sales, leases or
transfers.
(j) INCIDENTAL REGISTRATION RIGHTS.
(1) The Company agrees that at any time it proposes to
register any of its Common Stock under the Securities Act on Form S-1
or any other form of registration statement then available for the
registration under the Securities Act of securities of the Company and
which is appropriate for the inclusion therein of the Warrant Shares
as herein contemplated, it will give written notice to the Holder of
its intention so to do and upon the written request of the Holder
given within 30 days after receipt of any such notice from the
Company, the Company will in each instance use its best efforts to
cause all Warrant Shares relating to the Warrant held by the Holder
(collectively, the "Eligible Securities") to be registered under said
Securities Act and registered or qualified under any State securities
law; provided, however, that the obligation to give such notice and to
use such best efforts shall not apply to any proposal of the Company
to register any of its securities under the Securities Act on Form S-4
or Form S-8 or any successor or similar forms; provided, however, that
the Company shall have the right to postpone or withdraw the
registration effected pursuant to this paragraph (j) without
obligation to any holder. The inclusion of the Eligible Securities
will be on the same terms and conditions as the comparable securities,
if any, otherwise being sold by underwriters under such registration,
or on terms and conditions comparable to those normally applicable to
offerings of such securities in reasonably similar circumstances in
the event that no securities comparable to the Eligible Securities are
being sold through underwriters under such registration; provided,
however, that if a greater number of Warrant Shares is offered for
participation in the proposed underwriting than, in the reasonable
opinion of the Company's underwriter can be accommodated without
adversely affecting the proposed underwriting, then the amount of
Warrant Shares proposed to be offered by such holders for
registration, as well as the number of Securities of any other selling
shareholders and the number of Securities being registered by the
Company shall be proportionately reduced to a number deemed to be
satisfactory to the managing underwriter. Nothing in this paragraph
(j) shall be deemed to require the Company to proceed with any
registration of its securities after giving the notice herein
provided.
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(2) In connection with any offering involving an
underwriting, the Company shall not be required to include the Warrant
Shares in such offering unless the undersigned accepts the terms of
the underwriting as agreed upon between the Company and the
underwriters selected by it and then in only such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the
offering by the Company.
(3) The Company will indemnify and hold harmless the
Holder participating in a registration of the Warrant Shares, and each
person, if any, who controls such a Holder from and against any and
all loss, damage, liability, cost, and expense to which such Holder or
controlling person may become subject under the Securities Act or
otherwise insofar as such any loss, damage, liability, cost, or
expense is caused by any untrue statement or alleged untrue statement
of any material fact in such registration statement, any prospectus
contained therein, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were
made, not misleading; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, damage,
liability, cost, or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission
so made in conformity with information furnished by such Holder or
such controlling person in writing specifically for use in the
preparation thereof.
(4) The Holder participating in a registration hereunder
will indemnify and hold harmless the Company, any underwriter, and
each person, if any, who controls the Company or such underwriter from
and against any and all loss, damage, liability, cost, and expense to
which the Company or any such underwriter or controlling person
becomes subject under the Securities Act or otherwise insofar as such
loss, damage, liability, cost, or expense is caused by any untrue
statement of any material fact in such registration statement, any
prospectus contained therein, or any amendment or supplement thereto,
or arises out of or is based upon the omission or failure to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were
made, not misleading, in each case to the extent, but only to the
extent, that such untrue statement or omission was so made in reliance
upon and in conformity with written information furnished by such
Holder specifically for use in the preparation thereof; provided,
however, that the maximum liability of Holder hereunder shall not
exceed the maximum proceeds which could be received by Holder pursuant
to any registration.
(5) Promptly after receipt by an indemnified party of
notices of the commencement of any action for which the indemnified
party may be entitled to indemnification under the provisions of this
paragraph (i), such indemnified party will, if a claim therefor is to
be made against the indemnifying party under such provisions, promptly
notify the indemnifying part of the commencement thereof; but the
failure to so notify the indemnifying party will not relieve the
indemnifying party from any liability
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which it may have to indemnification under such provisions except to
the extent that such party is prejudiced by such failure. The
indemnifying party shall have the right to participate in and, to the
extent that it may wish, jointly with any other indemnifying party, to
assume the defense of such action with counsel satisfactory to such
indemnified party; provided, however, that if the defendants in any
action include both the indemnified party and the indemnifying party
and there is a conflict of interest which would prevent counsel for
the indemnifying party from also representing the indemnified party,
the indemnified party or parties shall have the right to select
separate counsel to participate in the defense of such action on
behalf of such indemnified party or parties. After notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of any such action, the indemnifying party will not
be liable to such indemnified party for any legal or other expense
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless
(A) the indemnified party shall have employed counsel in accordance
with the provisions of the preceding sentence, (B) the indemnifying
party shall not have employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time
after the notice of the commencement of action, or (C) the
indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.
(6) In the event the indemnification provisions set forth
in this paragraph (j) are determined to be unenforceable by a court of
competent jurisdiction, the Company and the Holder shall have such
rights to contribution as they would have been entitled to receive
under applicable law; provided, however, that in no event will the
Holder participating in a registration hereunder be obligated to make
any contribution to the Company, any underwriter, or any person who
controls the Company or any underwriter except to the extent that
there is loss, damage, liability, cost, or expense caused by any
untrue statement of a material fact in a registration statement, any
prospectus contained therein, or any amendment or supplement thereto,
or arising out of or based upon the omission or failure to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were
made, not misleading, and then only to the extent, that such untrue
statement or omission was so made in reliance upon and in conformity
with written information furnished by such Holder specifically for use
in the preparation thereof; and provided, further, that the maximum
liability of Holder hereunder shall not exceed the maximum proceeds
which could be received by Holder pursuant to the registration.
(7) All registration expenses will be paid by the
Company. For purposes of this paragraph (j), registration expenses
shall include (i) all registration and filing fees, (ii) fees and
expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the shares), (iii) printing expenses, (iv)
internal expenses of the Company (including, without limitation, all
salaries and expenses of its officers and employees performing legal
or accounting duties), (v) reasonable fees and disbursements of
counsel for the
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Company and customary fees and expenses for independent certified
public accountants retained by the Company, (vi) the reasonable fees
and expenses of any special experts retained by the Company in
connection with such registration; but shall not include any
underwriting fees, discounts or commissions attributable to the sale
of the Warrant Shares, or of any out-of-pocket expenses including
attorney's fees of the Holder (or the agents who manage their
accounts).
(k) NOTICES. The Company shall mail to each Holder a notice of
any proposed transaction which would require an adjustment pursuant to
paragraph (h) or paragraph (i) above. The Company shall mail such notice
stating the proposed record date (if any) or effective date for any such
transaction and briefly describing the transaction. The Company shall mail the
notice first class mail, postage prepaid, to the registered address of such
Holder on the books of the Company at least 10 days (or lesser number of days
if 10-day notice is not practicable) before such date, but failure to mail the
notice or of any Holder to receive the notice or any defect in the notice shall
not affect the legality or validity of any such transaction or the vote, if
any, upon any such transaction. Any notice, demand or delivery authorized by
this Warrant Certificate shall be in writing and shall be given to the Holder
or the Company, as the case may be, at its address (or telecopier number) set
forth below, or such other address (or telecopier number) as shall have been
furnished to the party giving or making such notice, demand or delivery:
If to the Company:
Stuart Entertainment Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Xxxx 00000
Telecopy: (000) 000-0000
Attention: Chief Executive Officer
If to the Holder:
Trade Products, Inc.
0000 Xxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: President
Each such notice, demand or delivery shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
herein and the intended recipient confirms the receipt of such telecopy or (ii)
if given by any other means, when received at the address specified herein.
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(l) RIGHTS OF THE HOLDER. Prior to the exercise of any Warrant,
the Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder of the Company, including, without limitation, the right to vote,
to receive dividends or other distributions, to exercise any preemptive right
or to receive any notice of meetings of shareholders or any notice of any
proceedings of the Company except as may be specifically provided for herein.
(m) WARRANT HOLDER REPRESENTATIONS. Notwithstanding anything to
the contrary herein, the Holder represents and warrants that (a) it
acknowledges that the Warrant and the Warrant Shares have not been registered
under the Securities Act or any state securities laws, (b) the Warrant and the
Warrant Shares (unless such Warrant and/or Warrant Shares, as the case may be,
are registered under the Securities Act and applicable state securities laws)
are being and will be issued pursuant to an exemption from registration for
nonpublic offerings or offerings to one or more accredited investors, (c) that
the Holder is acquiring the Warrant and will acquire the Warrant Shares (unless
such Warrant and/or Warrant Shares are registered under the Securities Act and
applicable state securities laws) for his own account and not with a view
toward their distribution, (d) the Holder is experienced in making investments
of this nature and has the necessary sophistication to be able to evaluate the
merits of this investment and (e) the Holder will not sell, offer for sale,
pledge or otherwise hypothecate the Warrant or the Warrant Shares (unless such
shares are registered under the Securities Act and applicable state securities
laws) unless such sale, offer for sale, pledge or hypothecation of the Warrant
and Warrant Shares is exempt from the registration and prospectus delivery
requirements of the Securities Act and applicable state securities laws.
(n) GOVERNING LAW. THIS WARRANT CERTIFICATE AND ALL RIGHTS
ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE, AND THE PERFORMANCE THEREOF SHALL BE
GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS.
(o) AMENDMENTS; WAIVERS. Any provision of this Warrant
Certificate may be amended or waived if, and only if, such amendment or waiver
is in writing and signed, in the case of an amendment, by the Holder and the
Company, or in the case of a waiver, by the party against whom the waiver is to
be effective. No failure or delay by either party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
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IN WITNESS WHEREOF, the Company has duly caused this Warrant
Certificate to be signed by its duly authorized officer and to be dated as of
November 13, 1996.
STUART ENTERTAINMENT, INC.
By /S/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx, Vice Chairman
and Chief Executive Officer
Acknowledged and Agreed:
TRADE PRODUCTS, INC.
By /S/ XXXXXX X. XXXX
-----------------------------
Xxxxxx X. Xxxx, President
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WARRANT EXERCISE NOTICE
(To be executed only upon exercise of the Warrant)
To: Stuart Entertainment Inc.
The undersigned irrevocably exercises the Warrant for the purchase of
_____ shares (the "Shares") of Common Stock, par value $.01 per share, of
Stuart Entertainment Inc. (the "Company") and agrees to make payment therefor
in the amount of $____________, all on the terms and conditions specified in
the within Warrant Certificate, surrenders this Warrant Certificate and directs
that the Shares deliverable upon the exercise of this Warrant be registered or
placed in the name and at the address specified below and delivered thereto.
Date: ____________, _____
------------------------------------------
(Signature of Owner)
------------------------------------------
(Street Address)
------------------------------------------
(City, State, Zip Code)
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Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Any unexercised portion of the Warrant evidenced by the within Warrant
Certificate to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
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WARRANT ASSIGNMENT FORM
Dated ____________, _____
FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto ____________________ (the "Assignee"), (please type or print in
block letters)
________________________________________________________________________________
(insert address)
its right to purchase up to ______ shares of the common stock, $.01 par value
per share, of Stuart Entertainment, Inc. represented by this Warrant and does
hereby irrevocably constitute and appoint ____________________ Attorney, to
transfer the same on the books of the Company, with full power of substitution
in the premises.
Signature ____________________________________
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