NUMBER WARRANT
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VOID AFTER 5:00 P.M., EASTERN TIME
ON
_________________ ______________, 2001
REDEEMABLE WARRANT CERTIFICATE FOR
PURCHASE OF SHARES OF COMMON STOCK
KIDEO PRODUCTIONS, INC
CUSIP 49380R 11 5
This certifies that FOR VALUE RECEIVED
or registered assigns, is the owner of the number of warrants set forth above.
Each Warrant (subject to adjustments as hereinafter referred to) entitles the
owner hereof to purchase at any time from ________ _____, 1997 until 5:00 p.m.
Eastern Time on ___________ ________, 2001 one fully paid and non-assessable
share of common stock (the "Common Stock") of Kideo Productions, Inc., a
Delaware corporation (the "Company") (such shares of Common Stock being
hereinafter referred to as "Shares" or a "Share"), upon payment of the warrant
price (as hereinafter described), provided, however, that under certain
conditions set forth in the Warrant Agreement hereinafter mentioned, the number
of Shares purchasable upon the exercise of this Warrant may be increased or
reduced and the warrant price may be adjusted. Subject to adjustment as
abovesaid, the warrant price per Share (hereinafter called the "Warrant Price")
shall be $4.00 per Share if exercised on or before 5:00 p.m., Eastern Time on
_________ ________, 2001. As provided in said Warrant Agreement, the Warrant
Price is payable upon the exercise of the Warrant, either in cash or by
certified check or bank draft to the order of the Company.
Under certain conditions set forth in the Warrant Agreement, this Warrant may
be called for redemption on or after ___________ ______, 1997, at a redemption
price of $0.10 per Warrant upon 30 days' written notice.
Upon the exercise of this Warrant, the form of election to purchase on the
reverse hereof must be properly completed and executed. In the event that this
Warrant is exercised in respect of less than all of the Shares, a new Warrant
for the remaining number of Shares will be issued on such surrender.
This Warrant is issued under and the rights represented hereby are subject to
the terms and provisions contained in a Warrant Agreement dated as of _________
____, 1996, by and among the Company, American Stock Transfer & Trust Company,
as Warrant Agent (the "Warrant Agent") and Whale Securities Co.,LP., all the
terms and provisions of which the registered holder of this Warrant, by
acceptance hereof, asserts. Reference is hereby made to said Warrant Agreement
for a more complete statement of the rights and limitations of rights of the
registered holders hereof, the rights and duties of the Warrant Agent and the
rights and obligations of the Company thereunder. Copies of said Warrant
Agreement are on file at the office of the Warrant Agent.
The Company shall not be required upon the exercise of this Warrant to issue
fractions of Shares, but shall make adjustment therefor in cash on the basis of
the current market value of any fractional interest as provided in the Warrant
Agreement.
The Warrant is transferable at the office of the Warrant Agent (or of its
successor as Warrant Agent) by the registered holder hereof in person or by
attorney duly authorized in writing, but only in the manner and subject to the
limitations provided in the Warrant Agreement and upon surrender of this
Warrant and the payment of any transfer taxes. Upon any such transfer, a new
Warrant or new Warrants of different denominations, of this tenor and
representing in the aggregate the right to purchase a like number of Shares
will be issued to the transferee in exchange for this Warrant.
This Warrant, when surrendered at the office of the Warrant Agent (or its
successor as Warrant Agent) by the registered holder hereof in person or by
attorney duly authorized in writing, may be exchanged in the manner and
subject to the limitations provided in the Warrant Agreement, 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
equal to the number of such Warrants.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's Common Stock or other
securities purchasable upon the exercise of the Warrants are closed for any
purpose, the Company shall not be required to make delivery of certificates for
the securities purchasable upon exercise until the date of the reopening of
said transfer books.
The holder of this Warrant shall not be entitled to any of the rights of a
shareholder of the Company prior to the exercise hereof.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
WITNESS the facsimile seal of the Company and the facsimile signature of its
duly authorized officers.
KIDEO PRODUCTIONS, INC.
ELECTION TO PURCHASE
To Be Executed by the Registered Holder in Order to Exercise Warrants
To: KIDEO PRODUCTIONS, INC.
c/o American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant(s) for and to purchase thereunder,
_____________________________ shares of Common Stock provided for therein and
tenders herewith payment of the purchase price in full to the order of the
Corporation and requests that certificates for such shares shall be issued in
the name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
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(Please Print or Typewrite)
and be delivered to------------------------------------------------------------
(Name)
at-----------------------------------------------------------------------------
(Street Address) (City) (State) (Zip Code)
and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below:
The undersigned represents that the exercise of the within Warrant was solicited
by a member of the National Association of Securities Dealers. If not solicited
by an NASD member, please write "unsolicited" in the space below. Unless
otherwise indicated by listing the name of another NASD member firm, it will be
assumed that the exercise was solicited by Whale Securities Co., L.P.
Dated:___________________ Signature:____________________________________________
Note: The above signature must correspond
with the name as written upon the face of
the Warrant or with the name of the assignee
appearing in the assignment form below in
every particular without alteration or
enlargement or any change whatever.
Name:______________________________
(Please Print or Typewrite)
Address:___________________________ *Signature Guaranteed:_____________________
(Street)
___________________________________ --------------------------------
(City) (State) (Zip Code)
--------------------------------
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
ASSIGNMENT
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For value received,_______________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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- ---------------------------------------_________________________________________
Please Print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
___________________________________________________________ (_________) Warrants
represented by the within Warrant Certificate, together with all right, title
and interest therein, and do hereby irrevocably constitute and appoint ________
________________________________________________________________________attorney
to transfer said Warrant on the books of the within named Corporation,
with full power of substitution in the premises.
Dated________________________________, 19____
Signature:____________________________________________
Note: The above signature must correspond
with the name as written upon the face of
this Warrant in every particular without
alteration or enlargement or any change
whatever.
*Signature Guaranteed:__________________________________
*In case of assignment, or if the Common Stock issued upon exercise is to be
registered in the name of a person other than the holder, the holder's signature
must be guaranteed by a commercial bank, trust company or an NASD member firm.