EXHIBIT 4-4 No. RDW Number of Warrants
VOID AFTER 4:00 P.M. ON , 2003
WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
Rosedale Decorative Products Ltd.
REDEEMABLE BY THE CORPORATION AT $.10 PER WARRANT COMMENCING AS
PROVIDED BELOW
CUSIP
This certifies that FOR VALUE RECEIVED or registered assigns
("Registered Holder") is the owner of the number of Redeemable Common
Stock Purchase Warrants ("Warrants") specified above. Each Warrant
initially entitles the Registered Holder to purchase, subject to the
terms and conditions set forth in this Certificate and the Warrant
Agreement (as hereinafter defined), one fully paid and non-assessable
share (subject to adjustment as hereinafter provided) of Common Stock,
no par value per share ("Common Stock"), of Rosedale Decorative
Products Ltd., a Province of Ontario corporation ("Company"), at any
time commencing, 1999 and before the Expiration Date (as hereinafter
defined), upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of Continental Stock Transfer & Trust
Company, as Warrant Agent, or its successor ("Warrant Agent"),
accompanied by payment of $6.00 ("Purchase Price"), subject to
adjustment as hereinafter provided, in lawful money of the United
States of America
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in cash or by official bank or certified check made payable to the
Company. This Warrant Certificate and each Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement ("Warrant Agreement"),
dated as of , 1998, by and among the Company, the Warrant
Agent and J.R. Turner & Company, L.L.C., to all the terms and provisions
of which the Registered Holder, by acceptance of this Warrant Certificate,
hereby assents. In the event of certain contingencies provided for in the
Warrant Agreement, the Purchase Price or the number of shares of Common
Stock subject to purchase upon the exercise of each Warrant represented
hereby are subject to modification or adjustment. Each Warrant
represented hereby is exercisable at the option of the Registered Holder.
The Company shall not be required on the exercise of the Warrants
represented hereby to issue any fraction of shares, but shall make an
adjustment therefore in cash on the basis of the market value of any such
fractional interest computed as provided in the Warrant Agreement. In the
case of the exercise of less than all the Warrants represented hereby,
the Company shall cancel this Warrant Certificate upon the surrender
hereof and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor, which the Warrant Agent shall countersign,
for the balance of such Warrant. The term "Expiration Date" shall mean
4:00 p.m. (New York time) on , 2003, or such earlier date
as the Warrants shall be redeemed. If such date shall in the State of
New York be a holiday or a day on which the banks are authorized to close,
then the Expiration Date shall mean 4:00 p.m. (New York time) the next
following date which in the State of New York is not a holiday or a day
on which banks are
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authorized to close. The Company shall not be obligated to deliver any
securities pursuant to the exercise of any Warrants unless a
registration statement under the Securities Act of 1933, as amended,
with respect to such securities is effective. The Company has
covenanted and agreed that it will file a registration statement and
will use its best efforts to cause the same to become effective and to
keep such registration statement current while any of the Warrants are
outstanding. The Warrants represented hereby shall not be exercisable
by a Registered Holder in any state where such exercise would be
unlawful. This Warrant Certificate is exchangeable, upon the surrender
hereof by the Registered Holder at the corporate office of the Warrant
Agent, for a new Warrant Certificate or Warrant Certificates of like
tenor representing an equal aggregate number of Warrants, each of such
new Warrant Certificates to represent such number of Warrants as shall
be designated by such Registered Holder at the time of such surrender.
Upon due presentment together with any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this
Warrant Certificate at such office, a new Warrant Certificate or
Warrant Certificates representing an equal aggregate number of Warrants
will be issued to the transferee in exchange therefore, subject to the
limitations provided in the Warrant Agreement. Prior to the exercise of
any Warrant represented hereby, the Registered Holder shall not be
entitled to any rights of a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant
Agreement. The Warrants may be redeemed at the option of the Company,
in whole or in part one year from , 1998 and prior
to their expiration, by paying in cash, or certified or bank check,
therefore,
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$.10 per Warrant, upon at least thirty (30) days' written notice
mailed to the record holders at any time, if the average closing price
of the Common Stock was at least 150% ($9.00 per share) of the current
warrant exercise price for the ten (10) consecutive trading days during
a period ending on the third day prior to the date redemption is declared.
Each Warrant not redeemed on or before the date called for in such notice
shall become void, and all rights thereunder shall terminate. Reference is
made to the Warrant Agreement for a more complete statement of the rights
and limitation of the rights of the Registered Holder hereof, the rights
and duties of the Warrant Agent and the rights and obligations of the
Company thereunder. Copies of the Warrant Agreement are on file at the
corporate trust office of the Warrant Agent. Prior to due presentment for
registration of transfer hereof, the Company and the Warrant Agent may
deem and treat the Registered Holder as the absolute owner hereof and of
each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized
officer of the Company or the Warrant Agent) for all purposes and shall
not be affected by any notice to the contrary. The Company has agreed to
pay a fee of 5% of the Purchase Price upon certain conditions, as
specified in the Warrant Agreement upon the exercise of any Warrants
represented hereby. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of New York. This
Warrant Certificate is not valid unless countersigned by the Warrant
Agent. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile by two of its officers
thereunto duly authorized and a facsimile of its corporate seal to be
imprinted hereon.
Dated:
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Countersigned:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
as Warrant Agent
By:
Authorized Signature
Rosedale Decorative Products Ltd.
Attest:
By:
Secretary
Chairman of the Board
EXHIBIT 4-4
ELECTION TO PURCHASE
To: Rosedale Decorative Products Ltd.
c/o Continental Stock Transfer & Trust Company
2 Broadway, New York, N.Y. 10004
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate 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 Company in CASH, CERTIFIED CHECK OR BANK DRAFT in the amount of
$ and requests that certificates for such shares shall be
issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print)
and be delivered to
(Name)
at
(Street Address)
(City) (State)
(Zip Code)
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and, if said number of shares shall not be all the shares purchasable
hereunder, that a new Warrant Certificate for the balance remaining of
the shares purchasable under the within Warrant Certificate be registered
in the name of, and delivered to, the undersigned at the address
stated below.
Name of Warrantholder
(Please Print)
Address
(Street Address)
(City)
(State) (Zip Code)
The undersigned represents that the exercise of this Warrant was
solicited by J.R. Turner & Company L.L.C. whose name appears in the
space below. If not solicited by J.R. Turner & Company L.L.C., please
write "unsolicited" in the space below. Unless otherwise indicated, it
will be assumed that the exercise was solicited by J.R. Turner &
Company L.L.C.
Dated:
(Write "unsolicited" on the above line if not solicited by J.R. Turner
& Company L.L.C.)
Signature
Note: The above signature must correspond with the name as written
upon the face of this 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.
ASSIGNMENT
For value received
hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including zip code of
assignee)
the Warrant evidenced by the within Warrant Certificate, together with
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all right, title and interest therein, and do hereby irrevocably
constitute and appoint attorney to transfer said Warrants on the books
of the within named Company with full power of substitution in the
premises.
Dated:
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(s) Guaranteed: THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.
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