1
EXHIBIT 4.16
Warrant to Purchase 130,000
Shares of Common Stock
UNDERWRITER'S WARRANT
Dated: __________, 1997
THIS CERTIFIES THAT H.J. Meyers & Co., Inc. (herein sometimes called
the "Holder" or the "Underwriter") is entitled to purchase from TEAM
COMMUNICATIONS GROUP, INC., a California corporation (the "Company"), at the
price and during the period as hereinafter specified, up to One Hundred Thirty
Thousand (130,000) shares of Common Stock, no par value per share (the "Common
Stock") at a purchase price of $_____ per share, subject to adjustment as
described below, at any time during the four-year period commencing one (1) year
from the effective date of the Registration Statement (the "Effective Date").
This Underwriter's Warrant (the "Underwriter's Warrant") is issued
pursuant to an Underwriting Agreement between the Company and H.J. Meyers & Co.,
Inc. in connection with a public offering, through the Underwriters, of
1,300,000 shares of Common Stock as therein described (and up to 195,000
additional shares of Common Stock covered by an over-allotment option granted by
the Company to the Underwriters), and in consideration of $5.00 received by the
Company for the Underwriter's Warrant. Except as specifically otherwise provided
herein, the Common Stock issued pursuant to the Underwriter's Warrant shall bear
the same terms and conditions as described under the caption "Description of
Securities" in the Registration Statement on Form SB-2, File No.
333-_____________ (the "Registration Statement") except that the Holder shall
have registration rights under the Securities Act of 1933, as amended (the
"Act"), for issuance pursuant thereto, the Underwriter's Warrant and the Common
Stock issuable pursuant thereto, as more fully described in paragraph 6 herein.
1. The rights represented by the Underwriter's Warrant shall be
exercised at the price, subject to adjustment in accordance with Section 8
hereof (the "Exercise Price"), and during the periods as follows:
(a) During the period from the Effective Date to and through
___________, 1998 (the "First Anniversary Date"), inclusive,
the Holder shall have no right to purchase any Common Stock
hereunder, except that in the event of any merger,
consolidation or sale of substantially all the assets of the
Company as an entirety prior to the First Anniversary Date
(other than (i) a merger or consolidation in which the
Company is the continuing corporation and which does not
result in any reclassification or reorganization of an
outstanding shares of Common Stock or (ii) any
sale/leaseback, mortgage or other financing transaction), the
Holder shall have the right to exercise the Underwriter's
Warrant concurrently with
1
2
such event and into the kind and amount of shares of stock
and other securities and property (including cash) receivable
by a holder of the number of shares of Common Stock into
which the Underwriter's Warrant were exercisable immediately
prior thereto.
(b) Between ___________, 1998 and __________, 2002, (five (5)
years from the Effective Date, i.e. the "Expiration Date")
inclusive, the Holder shall have the option to purchase
Common Stock hereunder at a price of $______ per share (120%
of public offering price per share of Common Stock).
(c) After the Expiration Date, the Holder shall have no right to
purchase any Common Stock hereunder.
2. (a) The rights represented by the Underwriter's Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Underwriter's Warrant (with the purchase form at the
end hereof properly executed) at the principal executive office of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the exercise price then in effect for
the number of shares of Common Stock specified in the above-mentioned purchase
form together with applicable stock transfer taxes, if any; and (iii) delivery
to the Company of a duly executed agreement signed by the person(s) designated
in the purchase form to the effect that such person(s) agree(s) to be bound by
the provisions of paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof. The Underwriter's Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date the Underwriter's Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this paragraph 2, and the
person or persons in whose name or names the certificates for shares of Common
Stock shall be issuable upon such exercise shall become the holder or holders of
record of such Common Stock at that time and date. The Common Stock and the
certificates for the Common Stock so purchased shall be delivered to the Holder
within a reasonable time, not exceeding ten (10) business days, after the rights
represented by this Underwriter's Warrant shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Underwriter's Warrant in whole or in
part by receiving shares of Common Stock equal to the value (as determined
below) of this Underwriter's Warrant, or any part hereof, upon surrender of the
Underwriter's Warrant at the principal office of the Company together with
notice of such election in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the following formula:
X = Y(A-B)
------
A
2
3
Where X = the number of shares of Common Stock to be issued to the
Holder;
Y = the number of shares of Common Stock to be exercised
under this Underwriter's Warrant (the "Shares");
A = the current fair market value of one share of Common
Stock;
B = the Exercise Price of the Underwriter's Warrant;
As used herein, current fair market value of Common
Stock shall mean with respect to each share of Common Stock
the average of the closing prices of the Company's Common
Stock sold on the principal national securities exchanges on
which the Common Stock is at the time admitted to trading or
listed, or, if there have been no sales of any such exchange
on such day, the average of the highest bid and lowest ask
price on such day as reported by NASDAQ, or any similar
organization if NASDAQ is no longer reporting such
information, either (i) on the date which the form of
election is deemed to have been sent to the Company (the
"Notice Date") or (ii) over a period of five (5) trading days
preceding the Notice Date, whichever of (i) or (ii) is
greater. If on the date for which current fair market value
is to be determined the Common Stock is not listed on any
securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the current fair market value of
Common Stock shall be the highest price per share which the
Company could then obtain from a willing buyer (not a current
employee or director) for shares of Common Stock sold by the
Company, from authorized but unissued shares, as determined
in good faith by the Board of Directors of the Company,
unless prior to such date the Company has become subject to a
binding agreement for a merger, acquisition or other
consolidation pursuant to which the Company is not the
surviving party, in which case the current fair market value
of the Common Stock shall be deemed to be the value to be
received by the holders of the Company's Common Stock for
each share thereof pursuant to the Company's acquisition.
3. The Underwriter's Warrant shall not be transferred, sold, assigned,
or hypothecated for a period of one year commencing on the Effective Date except
that it may be transferred to successors of the Holder, and may be assigned in
whole or in part to any person who is an officer of the Holder. This
Underwriter's Warrant must be executed immediately upon its transfer at any time
after one year from the Effective Date, and if not so executed, shall lapse. Any
such assignment shall be effected by the Holder by (i) executing the form of
assignment at the end hereof and (ii) surrendering the Underwriter's Warrant for
cancellation at the office or agency of the Company referred to in paragraph 2
hereof, accompanied by a certificate (signed by an officer of the Holder if the
Holder is a corporation) stating that each transferee is a permitted transferee
under this paragraph 3; whereupon the Company shall issue, in the name or
3
4
names specified by the Holder (including the Holder), a new Underwriter's
Warrant or Warrants of like tenor and representing in the aggregate rights to
purchase the same number of shares of Common Stock as are purchasable hereunder
at such time.
4. The Company covenants and agrees that all shares of Common Stock
which may be purchased hereunder will, upon issuance and delivery against
payment therefor of the requisite purchase price, be duly and validly issued,
fully paid and nonassessable. The Company further covenants and agrees that,
during the periods within which the Underwriter's Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient number of
shares of its Common Stock to provide for the exercise of the Underwriter's
Warrant.
5. The Underwriter's Warrant shall not entitle the Holder to any
voting rights or other rights, including without limitation notice of meetings
of other actions or receipt of dividends, as a shareholder of the Company.
6. (a) The Company shall advise the Holder or its permitted
transferee, whether the Holder holds the Underwriter's Warrant or has exercised
the Underwriter's Warrant and holds shares of Common Stock relating thereto, by
written notice at least four weeks prior to the filing of any new registration
statement thereto under the Act, or the filing of a notification on Form 1-A
under the Act for a public offering of securities, covering any securities of
the Company, for its own account or for the account of others, except for any
registration statement filed on Form S-4 or S-8 (or other comparable form), and
will, during the five (5) year period from the Effective Date, upon the request
of the Holder, include in any such new registration statement (or notification
as the case may be) such information as may be required to permit a public
offering of, all or any of the shares of Common Stock underlying the
Underwriter's Warrant (the "Registrable Securities").
(b) At any time during the four (4) year period beginning one (1)
year after the Effective Date, a 50% Holder (as defined below) may request, on
up to an aggregate of two occasions, that the Company register under the Act any
and all of the Registrable Securities held by such 50% Holder. Upon the receipt
of any such notice, the Company will promptly, but no later than four weeks
after receipt of such notice (subject to the last sentence of this Section
6(b)), file a post-effective amendment to the current Registration Statement or
a new registration statement pursuant to the Act, so that such designated
Registrable Securities may be publicly sold under the Act as promptly as
practicable thereafter and the Company will use reasonable efforts to cause such
registration to become and remain effective (including the taking of such
reasonable steps as are necessary to obtain the removal of any stop order)
within 120 days (subject to the provision of the last sentence of this Section 6
(b)) after the receipt of such notice, provided, that such Holder shall furnish
the Company with appropriate information in connection therewith as the Company
may reasonably request in writing. The 50% Holder may, at its option, request
the registration of any of the Common Stock underlying the Underwriter's Warrant
in a registration statement made by the Company as contemplated by Section 6(a)
or in connection with a request made pursuant to this Section 6(b) prior to
acquisition of the shares of Common Stock issuable upon exercise of the
Underwriter's Warrant. The 50% Holder may, at
4
5
its option, request such post-effective amendment or new registration statement
during the described period with respect to the Underwriter's Warrant or
separately as to the Common Stock, and such registration rights may be exercised
by the 50% Holder prior to or subsequent to the exercise of the Underwriter's
Warrant. Within ten days after receiving any such notice pursuant to this
subsection (b) of paragraph 6, the Company shall give notice to any other
Holders of the Underwriter's Warrant, advising that the Company is proceeding
with such post-effective amendment or registration statement and offering to
include therein the securities underlying that part of the Warrant held by the
other Holders, provided that they shall furnish the Company with such
appropriate information (relating to the intentions of such Holders) in
connection therewith as the Company shall reasonably request in writing. All
costs and expenses of the first post-effective amendment or new registration
statement shall be borne by the Company, except that the Holder(s) shall bear
the fees of their own counsel and any other advisors retained by them and any
underwriting discounts or commissions applicable to any of the securities sold
by them. All costs and expenses of the second such post-effective amendment or
new registration statement shall be borne by the Holder(s). The Company will use
its best efforts to maintain such registration statement or post-effective
amendment current under the Act for a period of at least six months (and for up
to an additional three (3) months if so requested by the Holder(s)) from the
effective date thereof. The Company shall supply prospectuses, and such other
documents as the Holder(s) may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities, use its best
efforts to register and qualify any of the Registrable Securities for sale in
such states (i) as such Holder(s) designate and (ii) with respect to which the
Company obtained a qualification in connection with its initial public offering
and furnish indemnification in the manner provided in paragraph 7 hereof.
Notwithstanding the foregoing set forth in this paragraph 6(b), the Company
shall not be required to include in any registration statement any Registrable
Securities which in the opinion of counsel to the Company (which opinion is
reasonably acceptable to counsel to the Underwriters) would be saleable
immediately without restriction under Rule 144 (or its successor) if the
Underwriter's Warrant was exercised pursuant to paragraph 2(b) herein.
Notwithstanding anything to the contrary, if the Company shall furnish
to the Holders requesting a registration or filing of a post-effective amendment
pursuant to this Section 6 a certificate signed by the President of the Company
stating that, in the good faith judgement of the board of Directors of the
Company, it would be materially detrimental to the Company and its stockholders
for such registration statement or post-effective amendment to be filed and it
is therefore in the best interests of the Company to defer such filing, the
Company shall have a right to defer such filing for a period not to exceed 30
after the date on which the Company would be required to so file such
registration statement or post-effective amendment, provided, however, that the
Company shall not be entitled to provide such notice to such Holder or Holders
more than once in any 12-month period.
(c) The term "50% Holder" as used in this paragraph 6 shall mean the
Holder(s) of at least 50% of the Underwriter's Warrant and/or the Common Stock
underlying the Underwriter's Warrant (considered in the aggregate).
5
6
7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to any Common Stock issued upon exercise of (or issuable upon the
exercise of any Warrants purchasable under) the Underwriter's Warrant is filed
under the Act, amended or supplemented, the Company will indemnify and hold
harmless each Holder of the Common Stock covered by such registration statement,
amendment or supplement (such Holder being hereinafter called the "Distributing
Holder"), and each person, if any, who controls (within the meaning of the Act)
the Distributing Holder, and each underwriter (within the meaning of the Act) of
such Common Stock and each person, if any, who controls (within the meaning of
the Act) any such underwriter, against any losses, claims, damages or
liabilities, joint or several, to which the Distributing Holder, any such
controlling person or any such underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities, or actions in
respect thereof, arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any such registration
statement as declared effective or any final prospectus constituting a part
thereof 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 and will reimburse the Distributing Holder or such controlling person
or underwriter for any legal or other expense reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or supplement in
reliance upon and in conformity with written information furnished by such
Distributing Holder or any other Distributing Holder for use in the preparation
thereof and provided further, that the indemnity agreement provided in this
Section 7(a) with respect to any preliminary prospectus shall not inure to the
benefit of any Distributing Holder, controlling person of such Distributing
Holder, underwriter or controlling person of such underwriter from whom the
person asserting any losses, claims, charges, liabilities or litigation based
upon any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state therein a material fact, received such
preliminary prospectus, if a copy of the prospectus in which such untrue
statement or alleged untrue statement or omission or alleged omission was
corrected has not been sent or given to such person within the time required by
the Act and the Rules and Regulations thereunder.
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in said
registration statement, said preliminary prospectus, said final prospectus, or
said amendment or supplement, 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
6
7
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, said preliminary
prospectus, said final prospectus or said amendment or supplement in reliance
upon and in conformity with written information furnished by such Distributing
Holder for use in the preparation thereof; and will reimburse the Company or any
such director, officer or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
paragraph 7.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled 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 reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
8. The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of this Underwriter's Warrant shall be
subject to adjustment from time to time upon the happening of certain events as
follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, (iii) combine or reclassify its outstanding shares
of Common Stock into a smaller number of shares, or (iv) enter into any
transaction whereby the outstanding shares of Common Stock of the Company are at
any time changed into or exchanged for a different number or kind of shares or
other security of the Company or of another corporation through reorganization,
merger, consolidation, liquidation or recapitalization, then appropriate
adjustments in the number of Shares (or other securities for which such Shares
have previously been exchanged or converted) subject to this Underwriter's
Warrant shall be made and the Exercise Price in effect at the time of the record
date for such dividend or distribution or of the effective date of such
subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization shall be proportionately adjusted
so that the Holder of this Underwriter's Warrant exercised after such date shall
be entitled to receive the aggregate number and kind of Shares which, if this
7
8
Underwriter's Warrant had been exercised by such Holder immediately prior to
such date, he would have been entitled to receive upon such dividend,
distribution, subdivision, combination, reclassification, reorganization,
merger, consolidation, liquidation or recapitalization. For example, if the
Company declares a 2 for 1 stock distribution and the Exercise Price hereof
immediately prior to such event was $8.40 per share and the number of Shares
purchasable upon exercise of this Underwriter's Warrant was 130,000 the adjusted
Exercise Price immediately after such event would be $4.20 per share and the
adjusted number of Shares purchasable upon exercise of this Underwriter's
Warrant would be 260,000. Such adjustment shall be made successively whenever
any event listed above shall occur.
(b) In case the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than the Exercise Price on a per share basis (the "Per
Share Exercise Price") on such record date, the Exercise Price shall be adjusted
so that the same shall equal the price determined by multiplying the Per Share
Exercise Price in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the number of shares
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so issued (or the aggregate conversion price of the
convertible securities so issued) would purchase at the Per Share Exercise Price
in effect immediately prior to the date of such issuance, and the denominator of
which shall be sum of the number of shares of Common Stock outstanding on the
record date mentioned below and the number of additional shares of Common Stock
so issued (or into which the convertible securities so offered are convertible).
Such adjustment shall be made successively whenever such rights or warrants are
issued and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights or warrants; and
to the extent that shares of Common Stock are not delivered (or securities
convertible into Common Stock are not delivered) after the expiration of such
rights or warrants the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into Common Stock) actually
delivered.
(c) In case the Company shall hereafter distribute to all holders
of its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above, then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the Per Share Exercise
Price in effect immediately prior thereto by a fraction, the numerator of which
shall be the total number of shares of Common Stock then outstanding multiplied
by the current market price per share of Common Stock (as defined in Subsection
(e) below), less the fair market value (as determined by the Company's Board of
Directors) of said assets, or evidences of indebtedness so distributed or of
such rights or warrants, and the denominator of which shall be the total number
of shares of Common Stock outstanding multiplied by such current market price
per share of Common Stock.
8
9
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
shareholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the
Underwriter's Warrant is adjusted pursuant to Subsections (a), (b) or (c) above,
the number of Shares purchasable upon exercise of this Underwriter's Warrant
shall simultaneously be adjusted by multiplying the number of Shares issuable
upon exercise of this Underwriter's Warrant by the Exercise Price in effect on
the date hereof and dividing the product so obtained by the Exercise Price, as
adjusted.
(e) For the purpose of any computation under Subsection (c) above,
the current market price per share of Common Stock at any date shall be deemed
to be the average of the daily closing prices of the Common Stock for 30
consecutive business days before such date. The closing price for each day shall
be the last sale price regular way or, in case no such reported sale takes place
on such day, the average of the last reported bid and asked prices regular way,
in either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or, if not listed or admitted to trading
on such exchange, the average of the highest reported bid and lowest reported
asked prices as reported by NASDAQ, or other similar organization if NASDAQ is
no longer reporting such information, or if not so available, the fair market
price as determined by the Board of Directors.
(f) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which may by
reason of this Subsection (f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be made
hereunder. All calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. Anything in
this Section 8 to the contrary notwithstanding, the Company shall be entitled,
but shall not be required, to make such changes in the Exercise Price, in
addition to those required by this Section 8, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Company shall not result in any Federal income tax
liability to the holders of the Common Stock or securities convertible into
Common Stock.
(g) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of the Underwriter's
Warrant to be mailed to the Holder, at its address set forth herein, and shall
cause a certified copy thereof to be mailed to the Company's transfer agent, if
any. The Company may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section 8, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.
9
10
(h) In the event that at any time, as a result of an adjustment
made pursuant to the provisions of this Section 8, the Holder of the
Underwriter's Warrant thereafter shall become entitled to receive any shares of
the Company other than Common Stock, thereafter the number of such other shares
so receivable upon exercise of the Underwriter's Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Subsections (a) to (f), inclusive, above.
9. This Agreement shall be governed by and in accordance with the laws
of the State of New York without regard to conflict of laws provision.
10
11
IN WITNESS WHEREOF, TEAM COMMUNICATIONS GROUP, INC. has caused this
Underwriter's Warrant to be signed by its duly authorized officers under its
corporate seal, and this Underwriter's Warrant to be dated _________, 1997.
TEAM COMMUNICATIONS GROUP, INC.
By: ____________________________
Name:
Title:
(Corporate Seal)
Attest:
______________________________
Name:
Title:
11
12
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Underwriter's Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase there under, _______________ shares of no par value
Common Stock of TEAM COMMUNICATIONS GROUP, INC. and herewith makes payment of
$_______ therefor, and requests that the certificates for the shares of Common
Stock be issued in the name(s) of, and delivered to _________________, whose
address(es) is (are):
Dated: _______________, 19__
By:________________________________
___________________________________
___________________________________
Address
13
TRANSFER FORM
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto ______________________________ the right to purchase shares of
Common Stock represented by the foregoing Underwriter's Warrant to the extent of
________ shares of no par value Common Stock, and appoints _____________________
attorney to transfer such rights on the books of ____________ _________________,
with full power of substitution in the premises.
Dated: _______________, 19__
By:________________________________
___________________________________
___________________________________
In the presence of: