Exhibit 1.2
ILLUMINATED MEDIA, INC.
UNIT PURCHASE OPTION
Illuminated Media, Inc., a Minnesota corporation (the "Company"),
hereby agrees that, for value received, Tuschner & Company, Inc., a Minnesota
Corporation, (herein called the "Holder") or permitted assigns, is entitled to
subscribe for and purchase from the Company, at the price specified below (the
"Purchase Price"), (subject to adjustment as noted below), at any time after
______ __, _____ (one year from the date hereof) and before 5:00 p.m.,
Minneapolis time on _____________ __, ____ (five years from the date hereof),
____________ Units, each Unit consisting of one share of the Company's common
stock, par value $0.01 (the "Common Stock"), as now constituted, and one warrant
to purchase two shares of such Common Stock at $2.75 per share. This option (the
"Unit Purchase Option") together with Unit Purchase Options of like tenor, has
been issued pursuant to the Underwriting Agreement dated _____ __, 199_, between
Tuschner & Company, Inc. and the Company. The Units have been registered under a
Registration Statement on Form SB-2, File No. 33-___________, declared effective
by the Securities and Exchange Commission on _____________, 199__.
The Purchase Price (subject to adjustment as noted below) shall be
$1.20 per Unit.
This Option is subject to the following provisions, terms and
conditions:
1. The rights represented by this Option may be exercised by the holder
hereof, in whole or in part, by written notice of exercise delivered to the
Company 20 days prior to the intended date of exercise and by the surrender of
this Option (properly endorsed if required) at the principal office of the
Company and upon payment to it of the Purchase Price. The Company agrees that
the Units so purchased shall be and are deemed to be issued to the holder hereof
as the record owner of such Units as of the close of business on the date on
which this Option shall have been surrendered and payment made for such Units as
aforesaid. Subject to the provisions of the next succeeding paragraph,
certificates for the shares of Common Stock and Warrants so purchased shall be
delivered to the holder hereof within a reasonable time, not exceeding 5
calendar days, after the rights represented by this Option shall have been so
exercised, and, unless this Option has expired, a new Option representing the
number of Units, if any, with respect to which this Option shall not then have
been exercised shall also be delivered to the holder thereof within such time.
2. Negotiability. This Option is issued upon the following terms, to
which each taker or owner hereof consents and agrees:
(a) Except for transfer (1) to and among the officers of the
holder, (2) pursuant to testamentary instrument or the laws of descent
and distribution, or (3) pursuant to order of a court of competent
jurisdiction in connection with to the dissolution or liquidation of a
corporate holder hereof, title to this Option may not be sold,
assigned, hypothecated or transferred for one year from the date
hereof.
(b) Subject to Section 5, the foregoing subparagraph (a), and
the next subparagraph (c), any person authorized to be a holder as
specified in subpara graph (a) above, in possession of this Option
properly endorsed, is authorized to represent himself as absolute owner
hereof and is granted power to transfer absolute title hereto by
endorsement and delivery hereof to a holder in due course. Each prior
taker or owner waives and renounces all of his equities or rights in
this Option in favor of every such holder in due course, and every such
holder in due course shall acquire absolute title hereto and to all
rights represented hereby.
(c) Transfers permitted by the terms hereof shall not be
effective until the Company is satisfied that all requirements
hereunder have been met and the transferor has executed and the Company
has received the Assignment Form attached hereto with the transferor's
signature duly guaranteed by a bank or member of the National
Association of Securities Dealers, Inc. Until this Option is
transferred on the books of the Company, the Company may treat the
regis tered holder of this Option as absolute owner hereof for all
purposes without being affected by any notice to the contrary.
3. (a) As used herein, the term "Warrant" or "Warrants" shall mean
those Warrants described in the Registration Statement filed by the
Company on, October 10, 1995, as thereafter amended, and identical to
those warrants included in the Units sold pursuant to such Registration
Statement and such Warrants shall, except as otherwise provided for
herein, be governed by that certain Warrant Agreement of ____________
___, 199_, executed by the Company and filed as part of such
Registration Statement.
(b) As used herein, the term "Common Stock" shall mean and
include the Company's presently authorized shares of Common Stock and
shall also include any capital stock of any class of the Company
hereafter authorized which shall not be limited to fixed sum or
percentage of par value in respect to the rights of the holders thereof
to participate in dividends or in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Com pany; provided that the shares and Warrants purchasable pursuant to
this Option shall include shares designated as Common Stock of the
Company on the date of original issue of this Option or, in the case of
any reclassification of the outstanding shares thereof, the stock,
securities or assets provided for in paragraph above.
(c) The Warrants shall: (i) be exercisable for a period of
three years from the date of exercise of this Option, and (2) the
Warrants shall not be redeem able by the Company.
4. This Option shall not entitle the holder hereof to any voting rights
or other rights as a stockholder of the Company.
5. The holder of this Option, by acceptance hereof, agrees to give
written notice to the Company before transferring this Option or transferring
any Common Stock issuable or issued upon the exercise hereof of such holder's
intention to do so, describing briefly the manner of any proposed transfer of
this Option or such holder's intention as to the disposition to be made of
shares of Common Stock issuable and issued upon the exercise hereof. Such holder
shall also provide the Company with an opinion of counsel satisfactory to the
Company to the effect that the proposed transfer of this Option or disposition
of shares may be effected without registration or qualification (under any
Federal or State law) of this Option of the shares Common Stock issuable or
issued upon the exercise hereof. Upon receipt of such written notice and opinion
by the Company, such holder shall be entitled to transfer this Option, or to
exercise this Option in accordance with its terms and dispose of the shares
received upon such exercise or to dispose of shares of Common Stock received
upon the previous exercise of this Option, all in accordance with the terms of
the notice delivered by such holder to the Company, provided that an appropriate
legend respecting the aforesaid restrictions on transfer and disposition may be
endorsed on this Option or the certificates for such shares.
6. Subject to the provisions of paragraph 5 hereof, this Option and all
rights hereunder are transferable, in whole or in part, at the principal office
of the Company by the holder hereof in person or by duly authorized attorney,
upon surrender of this Option properly endorsed. Each taker and holder of this
Option, by taking or holding the same, consents and agrees that the bearer of
this Option, when endorsed, may be treated by the Company and all other persons
dealing with this Option as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented by this Option, or to the
transfer hereof on the books of the Company, any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered holder hereof as the owner for all purposes.
7. This Option is exchangeable, upon the surrender hereof by the holder
hereof at the principal office of the Company, for new Options of like tenor
represent ing in the aggregate the right to subscribe for and purchase the
number of shares which may be subscribed for and purchased hereunder, each of
such new Options to represent the right to subscribe for and purchase such
number of shares as shall be designated by said holder hereof at the time of
such surrender.
8. The holder hereof shall have the following rights regarding
registration of the Common Stock and Warrants issuable upon exercise of this
Option:
(a) If, at any time the Company receives a written request
therefor from the record holder or holders of an aggregate of at least
a majority of the Common Stock held by the holders hereof (assuming for
the purposes of this Section 9 that this Option and the Warrants
included herein have been exercised in full regard less of actual
exercise) not theretofore registered under the Securities Act and sold,
or otherwise sold in a public market (hereafter in this Article 9 the
"Shares") the Company shall prepare and file a registration statement
under the Securities Act (except on Forms S-4 or S-8) covering the
Common Stock and Warrants which are the subject of such requests and
shall use its best efforts to cause such registration statement to
become effective. In addition, upon the receipt of such request, the
Company shall promptly give written notice to all other record holders
of the Common Stock and Warrants that such registration is to be
effected. The Company shall include in such registration statement
such Common Stock and Warrants for which it has received written
requests to register by such other record holders within 10 business
days after the Company's written notice to such other record holders.
The Company shall be obligated to prepare, file and cause to become
effective only one registration statement pursuant to this Section
9(a). Notwithstanding the foregoing, the record holder or record
holders of a majority of the Common Stock and Warrants not theretofore
registered under the Securities Act and sold may require, pursuant to
this Section 9(a), the Company to file any number of registration
statements on Form S-3 (or any successor form promulgated by the
Commission) if (a) such form is then available for use by the Company
and such record holder or holders, and (b) such record holder or
holders agree to reimburse the Company for the expenses incurred by it
in the preparation and filing of each Form S-3 so filed by the Company.
In the event that the holders of a majority of the Common Stock and
Warrants for which registration has been requested pursuant to this
section determine for any reason not to proceed with a registration at
any time before the registration statement has been declared effective
by the Commission, and such registration statement, if theretofore
filed with the Commission, is withdrawn with respect to the Com mon
Stock and Warrants covered thereby, and the holders of such Common
Stock and Warrants agree to bear their own expenses incurred in
connection therewith and to reimburse the Company for the expenses
incurred by it attributable to the registration of such Common Stock
and Warrants, then the holders of such Common Stock and Warrants shall
not be deemed to have exercised their right to require the Company to
register Common Stock and Warrants pursuant to this Section 9(a). The
registration rights granted by this Section 9(a) shall expire five
years from the date of the effective date of the Registration
Statement.
(b) For a period of seven years from the effective date of the
Registration Statement, each time the Company shall determine to
proceed with the actual preparation and filing of a registration
statement under the Securities Act in connection with the proposed
offer and sale for money of any of its securities by it or any of its
security holders, the Company will give written notice of its
determination to all record holders of this Option and the Units,
Common Stock and Warrants. Upon the written request of a record holder
of any of the Com mon Stock given within 10 business days after receipt
of any notice from the Company, the Company will, except as herein
provided, cause all such Common Stock and Warrants, the record holders
of which have so requested registration thereof, to be included in such
registration statement, all to the extent requisite to permit the sale
or other disposition by the prospective seller or sellers of the Common
Stock and Warrants to be so registered; provided, however, that noth
ing herein shall prevent the Company from, at any time, abandoning or
delaying any registration; provided further, however, that if the
Company determines not to proceed primarily based upon the anticipated
public offering price of the securities to be sold by the Company, the
Company, unless the Company is not then subject to the requirements of
Sections 13 or 15 (d) of the Securities Ex change Act of 1934, shall
promptly complete the registration for the benefit of those selling
securities holders who wish to proceed with a public offering of their
securities and who bear all expenses incurred by the Company as a
result of such registration after the Company has decided not to
proceed.
(c) If and whenever the Company is required by the provisions
of Section 9(a) or 9(b) to effect the registration of any of the Common
Stock and/or Warrants under the Securities Act (but subject to the
rights of the Company to elect not to proceed with any registration, as
set forth in Section 9(b)), the Company will:
(1) prepare and file with the Commission a
registration statement with respect to such securities, and
use its best efforts to cause such registration statement to
become and remain effective for such period as may be reason
ably necessary to effect the sale of such securities, not to
exceed nine months;
(2) prepare and file with the Commission such
amendments to such registration statement and supplements to
the prospectus contained therein as may be necessary to keep
such registration statement effective for such period as may
be reasonably necessary to effect the sale of such securities,
not to exceed nine months;
(3) furnish to the security holders participating in
such registration and to the underwriters of the securities
being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering
of such securities;
(4) use its best efforts to register or qualify the
securities covered by such registration statement under such
state securities or blue sky laws of such jurisdictions as
such participating holders may reasonably request within 20
days following the original filing of such registration
statement, except that the Company shall not for any purpose
be required to execute a general consent to service of process
or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;
(5) notify the security holders participating in such
registration, promptly after it shall receive notice thereof,
of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of
such registration statement has been filed;
(6) notify such holders promptly of any request by
the Commission for amending or supplementing of such
registration statement or prospectus or for additional
information;
(7) prepare and file with the Commission, promptly
upon the request of any such holders, any amendments or
supplements to such registration statements or prospectus
which, in the opinion of counsel for such holders (and
concurred in by counsel for the Company), is required under
the Securities Act or the rules and regulations thereunder in
connection with the distribution of the Shares by such holder;
(8) prepare and promptly file with the Commission and
promptly notify such holders of the filing of such amendment
or supplement to such registration statement or prospectus as
may be necessary to correct any statements or omissions if, at
the time when a prospectus relating to such securities is
required to be delivered under the Securities Act, any event
shall have occurred as a result of which any such prospectus
or any other prospectus as then in effect would include an
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the
light of the circumstances in which they were made, not
misleading;
(9) advise such holders, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of
any stop order by the Commission suspending the effectiveness
of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly
use its best efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order should be
issued;
(10) not file any amendment or supplement to such
registration statement or prospectus to which a majority in
interest of such holders shall have reasonably objected on the
grounds that such amendment or supplement does not comply in
all material respects with the requirements of the Securities
Act or the rules and regulations thereunder, after having been
furnished with a copy thereof at least five business days
prior to the filing thereof, unless, in the opinion of counsel
for the Company, the filing of such amendment or supplement is
reasonably necessary to protect the Company from any
liabilities under any applicable federal or state law and such
filing will not violate applicable law; and
(11) at the request of any such holder, furnish on
the effective date of the registration statement and, if such
registration includes an underwritten public offering, at the
closing provided for in the underwriting agreement: (i)
opinions, dated such respective dates, of the counsel
representing the Company for the purposes of such
registration, addressed to the underwriters, if any, and to
the holder or holders making such request, covering such
matters as such underwriters and holder or holders may
reasonably request, in which opinion such counsel shall state
(without limiting the generality of the foregoing) that (a)
such registration statement has become effective under the
Securities Act; (b) to the best of such counsel's knowledge no
stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been
instituted or are pending or con templated under the
Securities Act; (c) the registration statement and each
amendment or supplement thereto comply as to form in all
material respects with the requirements of the Securities Act
and the applicable rules and regulations of the Commission
thereunder (except that such counsel need express no opinion
as to information provided by the selling share holders or
financial statements contained therein); (d) to the best of
such counsel's knowledge neither the registration statement
nor any amendment nor supplement thereto contains any untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading (except that such counsel
need express no opinion as to financial statements contained
therein); (e) the description in the registration statement or
any amendment or supplement thereto of legal and governmental
proceedings and contracts is accurate and fairly presents the
information required to be shown; and (f) such counsel does
not know of any legal or governmental proceedings, pending or
threatened, required to be described in the registration
statement or any amendment or supplement thereto which are not
described as required or of any contracts or documents or
instruments of the character required to be described in the
registration statement or amendment or supplement thereto or
to be filed as exhibits to the registration statement, which
are not described or filed as required; and (ii) letters,
dated such respective dates, from the independent certified
public accountants of the Company, addressed to the
underwriters, if any, and to the holder or holders making such
request, covering such matters as such underwriters and holder
or holders may reasonably request, in which letters such
accountants shall state (without limiting the generality of
the foregoing) that they are inde pendent certified public
accountants within the meaning of the Securities Act and that
in the opinion of such accountants the financial statements
and other financial data of the Company included in the
registration statement or any amendment or supplement thereto
comply in all material respects with applicable accounting
requirements of the Securities Act.
(d) With respect to a registration requested pursuant to
Section 9(a) (except as otherwise provided in such section with respect
to registrations voluntarily terminated at the request of the
requesting security holders and except as otherwise provided in that
section with respect to registrations on Form S-3) and with respect to
each inclusion of any of the Shares in a registration statement
pursuant to Section 9(b), (except as otherwise provided in Section 9(b)
with respect to registrations terminated by the Company), the Company
shall bear the following fees, costs and expenses: all registration,
filing and NASD fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, fees and disbursements of
counsel for the underwriter or underwriters of such securities (if the
Company and/or selling security holders are required to bear such fees
and disbursements), the premiums and other costs of policies of
insurance against liability arising out of the public offering, and all
legal fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdiction in which the securities
to be offered are to be registered or qualified. Underwriting discounts
and commissions and transfer taxes for selling security holders and any
other expenses incurred by the selling security holders not expressly
included above shall be borne by the selling security holders.
(e)(1) The Company will indemnify and hold harmless each
holder of any of the Common Stock or Warrant which are included in a
registration statement pursuant to the provisions of this Section 9 and
any underwriter (as defined in the Securities Act) for such holder and
each person, if any, who controls such holder or such underwriters
within the meaning of the Securities Act, from and against any and all
loss, damage, liability, cost and expense to which such holder or any
such underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or
alleged untrue statement of any material fact contained 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 therein a material fact required
to be stated therein or necessary to make the statements therein 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 so made in conformity with information
furnished to the Company in writing by such holder, such underwriter or
such controlling person and stated to be specifically for use therein
or any omission or alleged omission with respect thereto.
(e)(2) Each holder of any of the Common Stock or Warrants
which are included in a registration pursuant to the provisions of this
Section 9 will indem nify and hold harmless the Company, any
controlling person and any underwriter from and against any and all
loss, damage, liability, cost or expense to which the Company or any
controlling person and/or any underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue or alleged
untrue statement of any material fact contained 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
the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon and in strict conformity
with information furnished or required to be furnished by the
Securities Act by such holder.
(e)(3) Promptly after receipt by an indemnified party pursuant
to the provisions of paragraph (1) or (2) of this subsection (e) of
notice of the commence ment of any action involving the subject matter
of the foregoing indemnity provisions, such indemnified party will, if
a claim thereon is to be made against the indemnifying party pursuant
to the provisions of said paragraph (a) or (b), promptly notify the
indemnifying party of the commencement thereof; but the omission to so
notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than hereunder. In
case such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, 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
to assume the defense thereof, 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
(i) the indemnified party shall have employed counsel in accordance
with the proviso of the preceding sentence, (ii) 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 commence ment of the action, or (iii) the indemnifying
party authorized the employment of counsel for the indemnified party at
the expense of the indemnifying party.
(f) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section
9 is for any reason held, by a court of competent jurisdiction, to be
unenforceable as to any party entitled to indemnity, the Company, or
the selling shareholder, or any controlling person of the foregoing,
shall contribute to the aggregate losses, claims, damages and
liabilities (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claims asserted) to which the Company
and the selling share holder or any controlling person of the
foregoing, may be subject: (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, on the one
hand, and the selling shareholder on the other from the offering of the
Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and its controlling
persons, on the one hand, and of the selling share holder and its
controlling persons on the other in connection with the statements or
omissions which resulted in such loss, claim, damage, liability or
expense, as well as any other relevant equitable considerations. The
relative benefits received by the Company, on the one hand, and the
selling shareholder on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total sales
commissions received by the selling shareholder. The relative fault of
the Company, on the one hand, and of the selling shareholder on the
other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or by the selling
shareholder on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission.
9 (a) 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 or assets with
respect to or in exchange for Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the holder shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of the shares of the
Common Stock of the Company immediately theretofore purchasable and
receivable, upon the exercise of the rights represented hereby, such shares
of stock, securities or assets as may be issued or payable with respect to
or in exchange for a number of outstanding shares of such Common Stock
equal to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby had such reorganization, reclassification, consolidation, merger or
sale not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interests of the holders of this
Warrant to the end that the provisions hereof shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise hereof. The
Company shall not effect any such consolidation, merger or sale, unless
prior to the consummation thereof the successor corporation (if other than
the Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and
mailed to the registered holder hereof at the last address of such holder
appearing on the books of the Company, the obligation to deliver to such
holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, such holder may be entitled to purchase.
(b) In case the Company shall declare a dividend or other distribution
upon the Common Stock payable in securities of the Company then hereafter
the holder of this Warrant upon the exercise hereof will be entitled to
receive the number of shares of Common Stock included in the Units to which
such holder shall be entitled upon such exercise, and, in addition and
without further payment therefor, the securities and other property which
such holder would have received by way of any such dividend or distribution
if continuously since the record date for any such dividend or distribution
such holder (i) had been the record holder of the number of shares of
Common Stock then received, and (ii) had retained all dividends or
distributions in stock or securities payable in respect of such Common
Stock or in respect of any stock or securities paid as dividends or
distributions and originating directly or indirectly from such Common
Stock.
(c) In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the number of
shares of Common Stock included in the Units in effect immediately prior
to such subdivision shall be proportionately increased and conversely, in
case the outstanding shares of Common Stock of the Company shall be
combined into a smaller number of shares, the number of shares of Common
Stock included in the Units immediately prior to such combination shall be
proportionately reduced.
10. All questions concerning this Option will be governed and
interpreted and enforced in accordance with the internal law, not the law of
conflicts, of the State of Minnesota.
11. This Option and the rights and obligations conferred by the
securities underlying this Option shall be binding on the heirs, successors, and
assigns of the parties hereto.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its duly authorized officer as of ____________ ___, 199_.
ILLUMINATED MEDIA, INC.
By________________________________
Its ____________________________
RESTRICTION ON TRANSFER
THE SECURITY EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION OF
COUNSEL SATISFACTORY TO THIS CORPORATION THAT SUCH TRANSFER MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933 OR (ii) SUCH
REGISTRATION.
NOTICE OF EXERCISE
To: ILLUMINATED MEDIA, INC.
1. Pursuant to the terms of the attached Warrant, the undersigned hereby elects
to purchase ______________ shares of Common Stock of Illuminated Media, Inc.
(the "Company"), and tenders herewith payment of the purchase price of such
shares in full.
2. Please issue a certificate or certificates representing said shares of Common
Stock, in the name of the undersigned or in such other name(s) as is/are
specified immediately below or, if necessary, on an attachment hereto: [List
names and addresses.]
3. In the event of partial exercise, please reissue an appropriate Warrant
exercisable into the remaining shares to the undersigned.
4. The undersigned represents that such shares shall not be sold or transferred
unless either (a) they first shall have been registered under the Securities Act
1933 and applicable state law or (b) the Company first shall have been furnished
with an opinion of legal counsel reasonably satisfactory to the Company to the
effect that such sale or transfer is exempt from the foregoing registration
requirements. The undersigned consents to a legend imprinted on certificates
representing the shares purchased hereby noting the foregoing restrictions.
Date: ___________________
_______________________________________
Signature of Warrant Holder
_______________________________________
Name of Warrant Holder
NOTICE OF ASSIGNMENT
To: ILLUMINATED MEDIA, INC.
1. The undersigned hereby assigns the right to purchase the common stock of
Illuminated Media, Inc. represented by the attached Warrant:
[ ] in whole, or
[ ] for ________________ shares,
to:
_______________________________________
Name
_______________________________________
Street Address
_______________________________________
City, State, Zip Code
_______________________________________
Social Security or Tax ID Number
(attach additional sheets for further assignees)
2. In the event of partial assignment, please reissue an appropriate
Warrant exercisable into the remaining shares to the undersigned.
Date: ___________________
_______________________________________
Signature of Warrant Holder
_______________________________________
Name of Warrant Holder