, 1996 Warrant No.____________
Go-Video, Inc.
COMMON STOCK PURCHASE WARRANTS
(AND WARRANT EXERCISE FORM)
EXPIRING ON ________________, 1999
Registered Owner:
For value received, Go-Video, Inc.., an Delaware corporation ("GVI"),
grants the following rights to the registered owner of this Warrant.
(a) RESTRICTED STOCK; REGISTRATION. The shares of Common Stock of GVI
purchased upon exercise of this Warrant shall not be transferrable except upon
the conditions stated below, which are intended to ensure compliance with
federal and state securities laws. The certificates representing these shares of
stock, unless the same are registered prior to exercise of this Warrant, shall
be stamped or otherwise imprinted with a legend in substantially the following
form:
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state. The securities have been acquired for
investment and may not be sold, offered for sale or transferred in the
absence of an effective registration under the Securities Act of 1933,
as amended, and any applicable state securities laws, or an opinion of
counsel satisfactory in form and substance to counsel for Go-Video,
Inc. that the transaction shall not result in a violation of state or
federal securities laws."
GVI has agreed to file a registration statement with respect to the Common Stock
underlying the Warrants within 60 days following the close of the private
placement of the Units containing the warrants.
(b) ISSUE. Upon tender to GVI (as defined in paragraph (f) hereof), GVI
shall issue to the registered owner hereof up to the number of shares specified
in paragraph (c) hereof of fully paid and nonassessable shares of Common Stock
of GVI that the registered owner is otherwise entitled to purchase.
(c) NUMBER OF SHARES. The total number of shares of Common Stock of GVI
that the registered owner of this Warrant is entitled to receive upon exercise
of this Warrant is 100,000 shares for an exercise price of $125,000 (the
"Exercise Price"), or $1.25 per share. Partial exercise is not permitted. GVI
shall at all times reserve and hold available sufficient shares of Common Stock
to satisfy all conversion and purchase rights represented by outstanding
convertible securities, options and warrants, including this Warrant. GVI
covenants and agrees that all shares of Common Stock that may be issued upon the
exercise of this Warrant shall, upon issuance, be duly and validly issued, fully
paid and nonassessable, and free from all taxes, liens and charges with respect
to the purchase and the issuance of the shares.
(d) WARRANTS REDEEMABLE. The Warrants will be redeemable by GVI after
the closing price of the Common Stock as reported by the American Stock Exchange
is not less than $3.00 per share for twenty (20) consecutive trading days, after
which GVI must notify the holders of such
redemption within ten (10) business days of such a trading period. Partial
redemption is not permitted.
(e) REDEMPTION PRICE. The redemption price of each Warrant will be
$0.05.
(f) EXERCISE PERIOD. This Warrant may only be exercised for up to and
including 1095 days from the issuance hereof, or __________________ , 1999, 5:00
P.M. Pacific time ("Exercise Period"). If not exercised during this period, this
Warrant and all rights granted under this Warrant shall expire and lapse.
(g) TENDER. The exercise of this Warrant must be accomplished by actual
delivery of the Exercise Price in cash, certified check, or official bank draft
in lawful money of the United State of America, and by actual delivery of a duly
executed exercise form, a copy of which is attached to this Warrant as Exhibit
"1," properly executed by the registered owner of this Warrant, and by surrender
of this Warrant. The payment and exercise form must be delivered, personally or
by mail, to the registered office of GVI, directed to the attention of the Chief
Financial Officer. Documents sent by mail shall be deemed to be delivered when
they are received by GVI.
IN WITNESS WHEREOF, Go-Video, Inc. has signed this Warrant by its duly
authorized officers effective as of the ______ day of , 1996.
Go-Video, Inc.
By: ________________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman, Chief Executive Officer, and President
ATTEST:
By: ______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇
Vice President, Chief Financial Officer,
Secretary and Treasurer
