1
NUMBER Class A Warrant(s)
JLW
JENNA LANE, INC.
CUSIP 476142 11 2
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received ______________________________
is the Registered Holder of a Redeemable Class A Common Stock Purchase Warrant
("Class A Warrants") that entitles its Registered Holder to purchase one share
of Common Stock, $.01 par value, of JENNA LANE, INC. ("Company") for each Class
A Warrant set forth above at a price of $7.00 per share (subject to adjustment)
from the date of issuance hereof until ______________, 1999, all as more
particularly described in and subject to the terms and conditions contained in
the Warrant Agreement, dated _______________, 1996 between the Company and
American Stock Transfer & Trust Company as Warrant Agent. A copy of the Warrant
Agreement may be obtained by any registered holder, without cost, upon written
request to the Warrant Agent or the Company. This Class A Warrant shall be
governed by the laws of the State of New York.
This Class A Warrant may be exercised to purchase Common Stock only in
accordance with its terms, which include the completion and execution of the
"Exercise Agreement" appearing on the reverse side hereof for a written exercise
instrument of comparable substance and delivery thereof, with payment as
provided, to the principal office of the Warrant Agent.
The Class A Warrants are redeemable by the Company for $.05 per Warrant
at any time after ________________, 1997, upon thirty (30) days' prior written
notice, if the average closing price or bid price of the Common Stock, as
reported by the principal exchange on which the Common Stock is traded, The
Nasdaq Stock Market Inc., or the National Quotation Bureau, Incorporated, as the
case may be, equals or exceeds $11.00 per share, for any twenty (20) consecutive
trading days ending within five (5) days prior to the date of the notice of
redemption.
This Class A Warrant is registered on the books of the Company as
maintained on its behalf by the Warrant Agent, and is transferable only by
surrender thereof at the principal office of the Warrant Agent, duly endorsed
for assignment as reflected on the reverse side hereof or otherwise accompanied
by a duly executed written instrument of assignment or transfer. This
certificate is not valid unless countersigned by the Warrant Agent.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated JENNA LANE, INC.
BY: /s/
--------------------
[SEAL] PRESIDENT
BY: /s/
--------------------
SECRETARY
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
2
JENNA LANE, INC.
EXERCISE AGREEMENT
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder, pursuant to the provisions of the
within Warrant, hereby subscribes for and purchases ___________________ shares
of Common Stock covered by such Warrant and herewith makes full cash payment of
$ ________________ for such Common Stock at the Exercise Price per share
provided by such Warrant.
Dated: _______________________ ______________________________
(Signature)
______________________________
(Address for Delivery) ______________________________
(Print or type name)
______________________________
______________________________
ASSIGNMENT FORM
To Be Executed by the Registered Holder in Order to Transfer Warrants
FOR VALUE RECEIVED, the undersigned Registered Holder hereby sells,
assigns and transfers all of the rights of the undersigned under and to the
within Warrant with respect to the number of shares of Common Stock covered
thereby set forth below, unto the Assignee identified below, and does hereby
irrevocably constitute and appoint _____________________ to effect such
transfer of rights on the books of the Company, with full power of substitution:
Name of Assignee Address of Assignee No. of Warrants
Dated: _______________________ ______________________________
(Signature of Registered Holder)
_______________________________
(Print or type name)
NOTICE: The signature(s) of the Registered Holder above must correspond with the
name as written upon the face of the within Warrant, or upon the Assignment
thereof if applicable, in every particular, without alteration, enlargement or
any change whatsoever, and must be guaranteed by an Eligible Guarantor
Institution which is a participant in a securities transfer association
recognized program, having an office or correspondent in New York, New York.
SIGNATURE GUARANTEE
(Required for each Exercise or Assignment)
Authorized Signature: __________________________________________________________
Name of Bank or Firm: __________________________________________________________
Dated: _________________________________________________________________________