EXHIBIT 4.2
Page 30
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, 2003
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, 2003 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 _________________
___________________________. 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 Memo-randum, dated April 30,1996 (the
"Memorandum"),each of which consisted of: (i) a $250,000 principal amount 10%
Convertible Sub-ordinated Note of the Company due June 30, 2003; 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;
Page 31
(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.
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 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
Page 32
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 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 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
Page 33
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
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 the date
hereof.
(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 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.
(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
Page 34
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;
(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 reclassi- fication 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 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:
Page 35
(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, 1998, 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 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 Common 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
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.
Page 36
(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.
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 Warrant instrument shall be deemed to be a valid and binding agreement
in accordance with its terms.
Page 37
IN WITNESS WHEREOF, Unapix Entertainment, Inc. has caused this Warrant
Certificate to be signed by its duly authorized officers as of the __________
day of __________ , 1996.
UNAPIX ENTERTAINMENT, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
Attest:
Name:
Title:
[SEAL]
Page 38
PURCHASE FORM
To: Unapix Entertainment, Inc.
The undersigned hereby irrevocably elects to exercise the attached Warrant
Certificate, No.W-6-_____ , 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:
Page 39