Exhibit 4.15
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT EXISTS WITH RESPECT TO THE PROPOSED SALE, TRANSFER,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.
UNAPIX ENTERTAINMENT, INC.
COMMON STOCK PURCHASE WARRANT
CERTIFICATE TO PURCHASE
_________ SHARES OF COMMON STOCK
VOID AFTER 5:00 PM NEW YORK, NEW YORK LOCAL TIME ON JUNE 30, 2004
Cert. No. W-6-
This Warrant Certificate certifies that __________________, or registered
assigns, is the registered holder ("Holder") of _______ Common Stock Purchase
Warrants ("Warrants") to purchase shares of common stock, $.01 par value per
share ("Common Stock"), of UNAPIX ENTERTAINMENT, INC., a Delaware corporation
(the "Company"). Each Warrant enables the Holder to purchase from the
Company at any time until 5:00 p.m. New York, New York local time on June 30,
2004 one fully paid and non-assessable share of Common Stock (individually, a
"Share" and collectively the "Shares") upon presentation and surrender of
this Warrant Certificate and upon payment of the purchase price of $6.00 per
Share (the "Exercise Price"). Payment shall be made in lawful money of the
United States of America by certified check payable to the Company. Such
payment shall be made at the principal office of the Company at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000. As hereinafter provided, the Exercise Price and
number of Shares purchasable upon the exercise of the Warrants are subject to
modification or adjustment upon the happening of certain events.
The Warrants represented by this Warrant Certificate were issued as part
of a Unit pursuant to a Private Placement Memorandum, dated July 15, 1997
(the "Memorandum"), each of which consisted of: (i) a $250,000 principal
amount 10% Convertible
Subordinated Note of the Company due June 30, 2004 (the "Note"); and 25,000
Warrants.
1. Upon surrender to the Company, this Warrant Certificate may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing a like aggregate
number of Warrants. If this Warrant Certificate shall be exercised in part, the
Holder shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates evidencing the number of Warrants not
exercised.
2. No Holder shall be deemed to be the holder of Common Stock or any other
securities of the Company that may at any time be issuable on the exercise
hereof for any purpose nor shall anything contained herein be construed to
confer upon the Holder any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof or to give or withhold consent to any
corporate action (whether upon any reorganization, issuance of stock,
reclassification or conversion of stock, change of par value, consolidation,
merger, conveyance, or otherwise) or to receive notice of meetings or to
receive dividends or subscription rights or otherwise until a Warrant shall
have been exercised and the Common Stock purchasable upon the exercise
thereof shall have become issuable.
3. Each Holder consents and agrees with the Company and any other Holder
that:
(a) this Warrant Certificate is exercisable by the Holder in person or
by attorney duly authorized in writing at the principal office of the Company
in whole or in part;
(b) anything herein to the contrary notwithstanding, in no event shall
the Company be obligated to issue Warrant Certificates evidencing other than
a whole number of Warrants or issue certificates evidencing other than a
whole number of Shares upon the exercise of this Warrant Certificate;
provided, however, that the Company shall pay with respect to any such
fraction of a share an amount of cash based upon the current market value (or
book value, if there shall be no public market value for shares purchasable
upon exercise hereof); and
(c) the Company may deem and treat the person in whose name this
Warrant Certificate is registered as the absolute true and lawful owner
hereof for all purposes whatsoever.
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4. The Company shall maintain books for the transfer and registration of
Warrants. Upon the transfer of any Warrants, the Company shall issue and
register the Warrants in the names of the new Holders. The Warrants shall be
signed manually by the Chairman, Chief Executive Officer, President or any
Vice President and the Secretary (or Assistant Secretary) of the Company.
Subject to Paragraph 10, the Company shall transfer, from time to time, any
outstanding Warrants upon the books to be maintained by the Company for such
purpose upon surrender thereof for transfer properly endorsed or accompanied
by appropriate instruction for transfer. Upon any transfer, a new Warrant
Certificate shall be issued to the transferee and the surrendered Warrants
shall be cancelled by the Company. Warrants may be exchanged at the option
of the Holder, when surrendered at the office of the Company, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Shares.
Subject to the terms of this Warrant Certificate, upon such surrender and
payment of the purchase price, the Company shall issue and deliver with all
reasonable dispatch to or upon the written order of the Holder of such
Warrants and in such name or names as such Holder may designate, a
certificate or certificates for the number of full Shares so purchased upon
the exercise of such Warrants. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become the holder of record of such Shares as of the
date of the surrender of such Warrants and payment of the Exercise Price;
provided, however, that if, at the date of surrender and payment, the
transfer books of the Shares shall be closed, the certificates for the Shares
shall be issuable as of the date on which such books shall be opened and
until such date the Company shall be under no duty to deliver any certificate
for such Shares; provided, further, however, that such transfer books, unless
otherwise required by law or by applicable rule of any national securities
exchange, shall not be closed at any one time for a period longer than 20
days. The rights of purchase represented by the Warrants shall be
exercisable, at the election of the Holders, either in whole or from time to
time in part (but in no event with respect to less than 100 Shares).
5. The Company will pay any documentary stamp taxes attributable to the
initial issuance of the Shares issuable upon the exercise of the Warrants;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificates for Shares in a name other than that
of the Holder in respect of which such Shares are issued, and in such case
the Company shall not be required to issue or deliver any certificate for
Shares or any Warrant until the person requesting the same has
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paid to the Company the amount of such tax or has established to the
Company's satisfaction that such tax has been paid.
6. In case the Warrant Certificate shall be mutilated, lost stolen or
destroyed, the Company may, in its discretion, issue and deliver in exchange
and substitution for and upon cancellation of the mutilated Warrant
Certificate, or in lieu of and substitution for the Warrant Certificate,
lost, stolen or destroyed, a new Warrant Certificate of like tenor and
representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company of such loss, theft or destruction and
an indemnity, if requested, also satisfactory to it.
7. There have been reserved, and the Company shall at all times keep
reserved, out of the authorized and unissued Common Stock, a number of Shares
sufficient to provide for the exercise of the rights of purchase represented
by this Warrant Certificate. The Company agrees that all Shares issuable
upon exercise of the Warrants shall be, at the time of delivery of the
certificates for such Shares, validly issued and outstanding, fully paid and
nonassessable.
8. Subject and pursuant to the provisions of this paragraph, the purchase
price and number of Shares subject to this Warrant Certificate shall be
adjusted from time to time as set forth hereinafter:
(a) In case the Company shall declare a dividend or make any other
distribution upon any stock of the Company payable in Common Stock, then the
Exercise Price shall be proportionately decreased as of the close of business
on the date of record of said dividend.
(b) If the Company shall at any time subdivide its outstanding Common
Stock by recapitalization, reclassification or split-up thereof, the Exercise
Price immediately prior to such subdivision shall be proportionately
decreased, and, if the Company shall at any time combine the outstanding
Common Stock by recapitalization, reclassification or combination thereof,
the Exercise Price immediately prior to such combination shall be
proportionately increased. Any such adjustment to the Exercise Price shall
become effective at the close of business on the record date for such
subdivision or combination.
(c) In case the Company after the date hereof shall distribute to all
of the holders of outstanding shares of Common Stock any securities or other
assets (other than a cash distribution made as a dividend payable out of
earnings or out of
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any earned surplus legally available for dividends under the laws of the
State of Delaware), the Board of Directors shall be required to make such
equitable adjustment in the Exercise Price, as in effect immediately prior to
the record date for such distribution, as may be necessary to preserve for
the Holder rights substantially proportionate to those enjoyed hereunder by
the Holder immediately prior to the happening of such distribution. Any such
adjustment to the Exercise Price shall become effective at the close of
business on the record date for such distribution.
(d) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation, shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities, cash, or assets with respect
to or in exchange for Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Company
or such successor or purchasing corporation, as the case may be, shall
execute a supplemental Warrant Certificate providing that each Holder shall
have the right thereafter and until the expiration date to exercise a Warrant
for the kind and amount of stock, securities, cash or assets receivable upon
such reorganization, reclassification, consolidation, merger or sale by a
holder of the number of shares of Common Stock for the purchase of which such
Warrant might have been exercised immediately prior to such reorganization,
reclassification, consolidation, merger or sale, subject to further
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8.
(e) If at any time after the date of issuance hereof the Company shall
grant or issue any shares of Common Stock, or grant or issue any rights or
options for the purchase of, or stock or other securities convertible into,
Common Stock (such convertible stock or securities being herein collectively
referred to as "Convertible Securities") other than:
(i) shares issued in a transaction described in subparagraph (f)
of this Paragraph 8; or
(ii) shares issued, subdivided or combined in transactions
described in subparagraphs (a),(b),(c), or (d) of this Paragraph 8;
for a consideration per share which is less than the Exercise Price, then the
Exercise Price in effect immediately prior to such issuance or sale (the
"Applicable Exercise Price") shall, and
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thereafter upon each issuance or sale, the Applicable Exercise Price shall,
simultaneously with such issuance or sale, be adjusted, so that such
Applicable Exercise Price shall equal a price determined by multiplying the
Applicable Exercise Price by a fraction, the numerator of which shall be:
(A) the sum of (x) the total number of shares of Common Stock
outstanding immediately prior to such issuance plus (y) the number of
shares of Common Stock which the aggregate consideration received, as
determined in accordance with subparagraph (g) below for the issuance
or sale of such additional Common Stock or Convertible Securities
deemed to be an issuance of Common Stock as provided in subparagraph
(h) below, would purchase (including any consideration received by the
Company upon the issuance of any shares of Common Stock or Convertible
Securities since the date the Applicable Exercise Price became
effective not previously included in any computation resulting in an
adjustment pursuant to this subparagraph (e)) at the Applicable
Exercise Price; and the denominator of which shall be
(B) the total number of shares of Common Stock outstanding (or
deemed to be outstanding as provided in subparagraph (g)) immediately
after the issuance or sale of such additional shares.
If, however, the Applicable Exercise Price thus obtained would result in the
issuance of a lesser number of shares upon exercise than would be issued at
the initial Exercise Price specified in the first paragraph hereof, the
Applicable Price shall be such initial Exercise Price.
(f) Anything in this Paragraph 8 to contrary notwithstanding, no
adjustment in the Exercise Price shall be made in connection with:
(i) the grant, issuance or exercise of any Convertible
Securities pursuant to the Company's qualified or non-qualified
Employee Stock Option Plans or any other bona fide employee benefit
plan or incentive arrangement, (including, without limitation, any
issuances pursuant to individual employment agreements) previously
adopted or entered into, or as may hereafter be adopted or entered
into, by the Company's Board of Directors or its officers, for the
benefit of the Company's employees, consultants or
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directors, as any such plans, agreements or arrangements may
hereafter be amended from time to time; and
(ii) the issuance of any shares of Common Stock pursuant to the
grant or exercise of Convertible Securities outstanding as of date
hereof or the issuance, conversion or exercise of any Notes or
Warrants on or after the date hereof (regardless of whether such Notes
and Warrants were outstanding prior to the date hereof or issued
thereafter).
(g) For the purpose of subparagraph (e) above, the following provisions
shall also be applied:
(i) In case of the issuance or sale of additional shares of
Common Stock for cash, the consideration received by the Company
therefor shall be deemed to be the amount of cash received by the
Company for such shares, before deducting therefrom any commissions,
compensation or other expenses paid or incurred by the Company for any
underwriting of, or otherwise in connection with, the issuance or sale
of such shares.
(ii) In case of the issuance of Convertible Securities, the
consideration received by the Company therefor shall be deemed to be
the amount of cash, if any, received by the Company for the issuance
of such rights or Convertible Securities, plus the minimum amounts of
cash and fair value of other consideration, if any, payable to the
Company upon the exercise of such rights or options or payable to the
Company on conversion of such Convertible Securities.
(iii) In the case of the issuance of shares of Common Stock or
Convertible Securities for a consideration in whole or in part, other
than cash, the consideration other than cash shall be deemed to be the
fair market value thereof as reasonably determined in good faith by
the Board of Directors of the Company (irrespective of accounting
treatment thereof); provided, however, that if such consideration
consists of the cancellation of debt issued by the Company, the
consideration shall be deemed to be the amount the Company received
upon issuance of such debt (gross proceeds) plus accrued interest and,
in the case of original issue discount
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or zero coupon indebtedness, accreted value to the date of such
cancellation, but not including any premium or discount at which the
debt may then be trading or which might otherwise be appropriate for
such class of debt.
(iv) In case of the issuance of additional shares of Common Stock
upon the conversion or exchange of any obligations (other than
Convertible Securities), the amount of the consideration received by
the Company for such Common Stock shall be deemed to be the
consideration received by the Company for such obligation or shares so
converted or exchanged, before deducting from such consideration so
received by the Company any expenses or commissions or compensations
incurred or paid by the Company for any underwriting of, or otherwise
in connection with, the issuance or sale of such obligations or
shares, plus any consideration received by the Company in adjustment
of interest and dividends. If obligations or shares of the same class
or series of a class as the obligations or shares so converted or
exchanged have been originally issued for different amounts of
consideration, then the amount of consideration received by the
Company upon the original issuance of each of the obligations or
shares so converted or exchanged shall be deemed to be the average
amount of the consideration received by the Company upon the original
issuance of all such obligations or shares. The amount of
consideration received by the Company upon the original issuance of
the obligations or shares so converted or exchanged and the amount of
the consideration, if any, other than such obligations or shares
received by the Company upon such conversion or exchange shall be
determined in the same manner as provided in Paragraphs (i) through
(iii) above with respect to the consideration received by the Company
in case of the issuance of additional shares of Common Stock or
Convertible Securities.
(h) For purposes of the adjustments provided for in subparagraph (e)
above, if at any time, the Company shall issue any Convertible Securities,
the Company shall be deemed to have issued at the same time as the issuance
of such Convertible Securities the maximum number of shares of Common Stock
issuable upon conversion of the total amount of Convertible Securities.
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(i) On the expiration, cancellation or redemption of any Convertible
Securities, the Exercise Price then in effect hereunder shall forthwith be
readjusted to such Exercise Price as would have been obtained (a) had the
adjustments made upon the issuance or sale of such expired, cancelled or
redeemed Convertible Securities been made upon the basis of the issuance of
only the number of shares of Common Stock theretofore actually delivered upon
the exercise or conversion of such Convertible Securities (and the total
consideration received therefor) and (b) had all subsequent adjustments been
made only on the basis of the Exercise Price as readjusted under this
subparagraph (i) for all transactions (which would have affected such
adjusted Exercise Price) made after the issuance or sale of such Convertible
Securities.
(j) Anything in this Paragraph 8 to the contrary notwith- standing, no
adjustment in the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least 1% in such Exercise Price;
provided, however, that any adjustments which by reason of this subparagraph
(j) are not required to be made shall be carried forward and taken into
account in making subsequent adjustments. All calculations under this
Paragraph shall be made to the nearest cent or to the nearest tenth of a
share, as the case may be.
(k) Upon any adjustment of any Exercise Price, then and in each such
case the Company shall promptly deliver a notice to the registered Holder of
this Warrant, which notice shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise hereof, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
(l) Upon any adjustment of the Exercise Price pursuant to any
provisions contained in this Paragraph 8, the number of Shares issuable upon
exercise of this Warrant shall be changed to the number of shares determined
by dividing (i) the aggregate Exercise Price payable for the purchase of all
Shares issuable upon exercise of the Warrant immediately prior to such
adjustment by (ii) the Exercise Price per Share in effect immediately after
such adjustment.
9. In case at any time:
(i) The Company shall pay any dividend payable in stock upon the
Common Stock or make any distribution (other than regular cash dividends)
to the holders of the Common Stock;
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(ii) The Company shall offer for subscription pro-rata to the holders
of the Common Stock any additional shares of stock of any class or other
rights;
(iii) There shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another
corporation; or
(iv) There shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company;
then, in any one or more of such cases, the Company shall give written notice
to the Holder of the date on which (X) the books of the Company shall close
or a record shall be taken for such dividend, distribution, or subscription
rights, or (Y) such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up shall take place, as the case
may be. Such notice shall also specify the date as of which the holders of
Common Stock of record shall participate in such dividend, distribution, or
subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding up, as the case may be. Such notice shall be given at least 20 days
prior to the record date or the date on which the Company's transfer books
are closed in respect thereof. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any of the matters set
forth in this paragraph.
10. (a) The Holder of this Warrant Certificate, each transferee hereof and
any holder and transferee of any Shares, by his or its acceptance thereof,
agrees that (i) no public distribution of Warrants or Shares will be made in
violation of the Securities Act of 1933 (the "Act"), and (ii) during such
period as the delivery of a prospectus with respect to Warrants or Shares may
be required by the Act, no public distribution of Warrants or Shares will be
made in a manner or on terms different from those set forth in, or without
delivery of, a prospectus then meeting the requirements of Section 10 of the
Act and in compliance with all applicable state securities laws. The Holder
of this Warrant Certificate and each transferee hereof further agrees that if
any distribution of any of the Warrants or Shares is proposed to be made by
them otherwise than by delivery of a prospectus meeting the requirements of
Section 10 of the Act, such action shall be taken only after submission to
the Company of an opinion of counsel, reasonably satisfactory in form and
substance to the Company's
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counsel, to the effect that the proposed distribution will not be in
violation of the Act or of applicable state law. Furthermore, it shall be a
condition to the transfer of the Warrants that any transferee thereof deliver
to the Company his or its written agreement to accept and be bound by all of
the terms and conditions contained in this Warrant Certificate.
(b) This Warrant or the Shares or any other security issued or issuable
upon exercise of this Warrant may not be sold or otherwise disposed of except
as follows:
(1) To a person who, in the opinion of counsel for the Holder
reasonably acceptable to the Company, is a person to whom this Warrant or
Shares may legally be transferred without registration and without the
delivery of a current prospectus under the Act with respect thereto and
then only against receipt of an agreement of such person to comply with the
provisions of this Section (1) with respect to any resale or other
disposition of such securities which agreement shall be satisfactory in
form and substance to the Company and its counsel; provided that the
foregoing shall not apply to any such Warrant, Shares or other security as
to which such Holder shall have received an opinion letter from counsel to
the Company as to the exemption thereof from the registration under the Act
pursuant to Rule 144(k) under the Act; or
(2) To any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the offering
thereof for such sale or disposition.
(c) Each certificate for Shares issued upon exercise of this Warrant
shall bear a legend relating to the non-registered status of such Shares
under the Act, unless at the time of exercise of this Warrant such Shares are
subject to a currently effective registration statement under the Act.
11. (a) The Warrants represented by this Certificate may be redeemed (as a
whole at any time or in part from time to time) on not less than thirty (30)
days' notice, at any time after June 30, [1999], at a redemption price of
$.025 per Warrant, provided the average "Market Price" (as hereinafter
defined) of the Common Stock, receivable upon exercise of such Warrants, over
20 consecutive trading days has been at least 150% of the then effective
Exercise Price (the 20 consecutive trading day period referred to as the
"Measurement Period"). Notwithstanding the foregoing, the Company shall not
be entitled to redeem any of the
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Warrants represented by this Certificate, unless the Shares into which the
Warrants are exercisable have been registered under the Act, at all times
during the applicable Measurement Period and shall continue to be so
registered at all times between the date on which the notice of redemption is
given and the "Redemption Date" (as hereinafter defined). For purposes
hereof, "Market Price" shall mean with respect to each trading day the
greater of (i) the closing sales price of the Common Stock reported on the
American Stock Exchange, or if different, the primary securities exchange on
which the Common Stock is traded, or for any day on which there is no closing
sales price so reported, then the closing bid price for such day; and (ii)
the closing sales price of the Common Stock as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System, if any,
or for any day on which there is no closing sales price so reported, then the
closing bid price for such day, if any.
(b) In the event the Company shall elect to redeem all or any part of
the Warrants, the Company shall fix a date for redemption (the "Redemption
Date"). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days from the date fixed for
redemption to the registered holder of this Warrant Certificate at its last
address as it shall appear on the Company's Warrant registry books. Any
notice mailed in the manner herein shall be conclusively presumed to have
been duly given whether or not the Holder receives such notice. Any right to
exercise a Warrant being redeemed shall terminate at 5:00 P.M. (New York
time) on the business day immediately preceding the Redemption Date.
(c) From and after the date specified for redemption, the Company
shall, at the place specified in the notice of redemption, upon presentation
and surrender of this certificate to the Company by or on behalf of the
Holder thereof, deliver or cause to be delivered to or upon the written order
of the Holder a sum in cash equal to the redemption price of each Warrant
being redeemed. From and after the date fixed for redemption, such Warrants
shall expire and become void and all rights hereunder with respect thereto,
except the right to receive payment of the redemption price, shall cease.
(d) If less than all of the Commom Stock purchase warrants sold in the
private placement pursuant to the Memorandum are called for redemption by the
Company, the particular Common Stock purchase warrants to be redeemed shall
be selected at random by the Company in such manner as the Company in its
discretion may deem fair and appropriate. If there shall be drawn for
redemption less than all of the Warrants represented by this Warrant
Certificate, the
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Company shall execute and deliver, upon surrender of this Warrant
Certificate, without charge to the Holder, a new Warrant Certificate
representing the number of Warrants not being redeemed.
12. (a) This Warrant shall be governed by and construed in accordance with
the substantive laws of the State of New York, without giving effect to
conflict of laws principles.
(b) This Warrant Certificate constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions whether express or implied, oral or
written. Neither this Warrant Certificate nor any portion or provision
hereof may be changed, waived or amended orally or any manner other than by
an agreement in writing signed by the Holder and the Company.
(c) Except as otherwise provided in this Warrant Certificate, all
notices, requests, demands and other communications required or permitted
under this Warrant Certificate or by law shall be in writing and shall be
deemed to have been duly given, made and received only when delivered against
receipt or when deposited in the United States mails, certified or registered
mail, return receipt requested, postage prepaid, addressed as follows:
Company: Unapix Entertainment, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Holder: At the address shown for the
Holder in the registration
books maintained by the
Company.
(d) If any provision of this Warrant Certificate is prohibited by or is
unlawful or unenforceable under any applicable law of any jurisdiction, such
provision shall, as to such jurisdiction, be in effect to the extent of such
prohibition without invalidating the remaining provisions hereof; provided,
however, that any such prohibition in any jurisdiction shall not invalidate
such provision in any other jurisdiction; and provided, further that where
the provisions of any such applicable law may be waived, that they hereby are
waived by the Company and the Holder to the full extent permitted by law and
to the end that this
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Warrant instrument shall be deemed to be a valid and binding agreement in
accordance with its terms.
IN WITNESS WHEREOF, Unapix Entertainment, Inc. has caused this Warrant
Certificate to be signed by its duly authorized officers as of the ____ day
of _________, 1997.
UNAPIX ENTERTAINMENT, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
Attest:
_______________________________
Name:
Title:
[SEAL]
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PURCHASE FORM
To: Unapix Entertainment, Inc.
The undersigned hereby irrevocably elects to exercise the attached Warrant
Certificate, No.W-__-_______, to the extent of ________ shares of Common
Stock, $.01 par value per share, of UNAPIX ENTERTAINMENT, INC., and hereby
makes payment of $_______ in payment of the aggregate exercise price
thereof.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name:_____________________________________________
(Please typewrite or print in block letters)
Address:________________________________________________________________
By:__________________________________
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