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TRUST COMPANY BANK, AS WARRANT AGENT
_______________________________________________________________________________
No._____ _________ Warrants
VOID AFTER DECEMBER 16, 1998
XXX XXXX MARKETING, INC.
Warrant Certificate
THIS CERTIFIES THAT for value received ___________, or registered
assigns, is the owner of the number of Warrants set forth above, each of which
entitles the owner to purchase at any time prior to the close of business on
December 16, 1998 or a later date which the Company may determine (the
"Expiration Date"), at the principal office of Trust Company Bank, an Atlanta
corporation or its successor as Warrant Agent, in the City and State of Atlanta,
Georgia, one fully paid and nonassessable share of the Common Stock, $.0001 par
value ("Common Stock"), of XXX XXXX MARKETING, INC., a Delaware corporation
("Company"), at the purchase price per share of $24.70, or an adjusted price
determined as provided in the Warrant Agreement described below, ("Purchase
Price") upon presentation and surrender of this Warrant Certificate with the
Form of Election to Purchase duly executed. The number of Warrants evidenced by
this Warrant Certificate (and the number of shares which may be purchased upon
exercise of the Warrants) set forth above, and the Purchase Price per share set
forth above, are the number and Purchase Price on December 16, 1998 (the "Issue
Date"), based on the shares of Common Stock of the Company as constituted at
that date. As provided in the Warrant Agreement, the Purchase Price and the
number of shares of Common Stock which may be purchased upon the exercise of the
Warrants evidenced by this Warrant Certificate are, upon the happening of
certain events, subject to modification and adjustment.
This Warrant Certificate is subject to all the terms of an agreement
dated as of December 16, 1993 ("Warrant Agreement") between the Company and the
Warrant Agent, which Warrant Agreement is incorporated in this Warrant
Certificate by reference and made a part of this Warrant Certificate and to
which Warrant Agreement reference is made for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Warrant Agent,
the Company and the holders of the Warrants. Copies of the Warrant Agreement
are on file at the principal office of the Warrant Agent in the City and State
of Atlanta, Georgia.
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At any time after December 16, 1995, this Warrant Certificate, with or
without other Warrant Certificates, upon surrender at the principal office of
the Warrant Agent in the City and State of Atlanta, Georgia, may be exchanged
for another Warrant Certificate or Warrant Certificates of the same tenor and
date evidencing Warrants entitling the holder to purchase the same aggregate
number of shares of Common Stock as the Warrants evidenced by the Warrant
Certificate or Warrant Certificates surrendered. If only a part of the Warrants
evidenced by this Warrant Certificate are exercised, the holder of this Warrant
Certificate will be entitled to receive, upon surrender of this Warrant
Certificate, another Warrant Certificate or Warrant Certificates for the number
of whole Warrants not exercised.
No fractional shares of Common Stock will be issued upon the exercise
of any Warrant evidenced by this Warrant Certificate.
No holder of the Warrants evidenced by this Warrant Certificate will be
entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other securities of the Company which may at any time be issuable on the
exercise of these Warrants for any purpose, nor will anything contained in the
Warrant Agreement or in this Warrant Certificate be construed to confer upon the
holder of these Warrants, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any other
matter submitted to shareholders at any meeting of shareholders, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issue of stock, reclassification of stock, change of par value, consolidation,
merger, conveyance or otherwise) or, except as provided in the Warrant
Agreement, to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until the Warrants evidenced by this Warrant
Certificate have been exercised and the Common Stock purchasable upon the
exercise thereof have become deliverable as provided in the Warrant Agreement.
If the Warrants are not exercised on or before 5:00 P.M. on the
Expiration Date, the Warrant Certificates will automatically be converted into
shares of Common Stock at the rate of one share of Common Stock for each Warrant
Certificate or Certificates representing the right to purchase 700 shares of
Common Stock, subject to adjustment as provided in the Warrant Agreement.
Every holder of this Warrant Certificate, by accepting the Warrant
Certificate, agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:
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(a) the Warrants evidenced by this Warrant Certificate are
transferable only on the registry books of the Warrant Agent upon
surrender of this Warrant Certificate at the principal office of the
Warrant Agent at any time after December 16, 1995, duly endorsed, or
accompanied by a proper instrument of transfer and accompanied, if the
Company so requires, by a sum sufficient to pay all taxes and other
governmental charges that may be imposed with regard to the transfer;
and
(b) the Company and the Warrant Agent may deem and treat
the person in whose name this Warrant Certificate is registered as the
absolute owner of this Warrant Certificate and of the Warrants
evidenced by it (notwithstanding any notations of ownership or writing
on the Warrant Certificate made by anyone other than the Company or the
Warrant Agent) for all purposes whatsoever, and neither the Company nor
the Warrant Agent will be affected by any notice to the contrary.
This Warrant Certificate will not be valid or obligatory for any
purpose until it has been countersigned by the Warrant Agent.
WITNESS the facsimile signatures of the proper officers of the Company
and its corporate seal. Dated as of _________, 199_.
XXX XXXX MARKETING, INC.
By _______________________
President
ATTEST:
_______________________________
Secretary
Countersigned:
_______________________________
Warrant Agent
By_____________________________
Authorized Signature
