COMMON STOCK PURCHASE WARRANT 4LICENSING CORPORATION4Licensing Corp • March 28th, 2014 • Patent owners & lessors
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on March [__], 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 4Licensing Corporation, a Delaware corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENT Dated as of March 25, 2014 by and among 4LICENSING CORPORATION, CLEVELAND CAPITAL, L.P., PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTERFUND, GP and, solely for purposes of Section 5.3, THE GUARANTORS LISTED ON ANNEX ISecurities Purchase Agreement • March 28th, 2014 • 4Licensing Corp • Patent owners & lessors • New York
This Securities Purchase Agreement (this “Agreement”), is made as of March 25, 2014, by and among 4Licensing Corporation (the “Company”), Cleveland Capital, L.P. (“Cleveland Capital”), Prescott Group Aggressive Small Cap Masterfund, GP (“Prescott Group”, and together with Cleveland Capital, “Buyers”), and, solely for purposes of Section 5.3, the Guarantors list on Annex I (the “Guarantors”).
