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EXHIBIT 4.16
Warrant to Purchase 150,000
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 Fifty
Thousand (150,000) 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
1,500,000 shares of Common Stock as therein described (and up to 225,000
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. 333-26307 (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
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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 (140% 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
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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
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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
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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).
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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
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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
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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 150,000 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 300,000. 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.
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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.
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(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.
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:
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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 thereunder, _______________ 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
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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__
__________________________________
__________________________________
__________________________________
In the presence of: