THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THE COMPANY (AS
DEFINED BELOW) WILL TRANSFER SUCH SECURITY ONLY UPON RECEIPT OF AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE
REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH
REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY
APPLICABLE STATE SECURITIES LAWS.
EXERCISABLE AT ANY TIME SUBJECT TO THE PROVISIONS HEREOF
NO. _____ INTERNATIONAL COSMETICS MARKETING CO.
D/B/A BEVERLY SASSOON & CO.
WARRANT CERTIFICATE
Warrant Certificate for _________ Warrants
to Purchase _________ Warrant Shares
This Warrant Certificate certifies that, for value received,
________________ (the "Holder") is the owner of the number of warrants set forth
above (the "Warrants"), which entitle the Holder to purchase from International
Cosmetics Marketing Co. d/b/a Beverly Sassoon & Co. (the "Company") at any time
from and after the date hereof and without expiration an aggregate of _______
Warrant Shares (as defined below), at the purchase price stated in Section 2.3
hereof (the "Exercise Price"). The number of Warrant Shares purchasable upon
exercise of the Warrants and the Exercise Price shall be subject to adjustment
from time to time as herein provided.
For purposes of this Warrant Certificate, "Warrant Shares" shall mean
shares of the Company's Common Stock, par value $.001 (the "Common Stock");
provided, however, that if, in accordance with Section 6.3 hereof, the
securities issuable upon exercise of the Warrants are issued by an entity other
than the Company or there is a change in the class of securities so issuable,
then the "Warrant Shares" shall mean the securities so issuable by such entity
or the securities of the class of securities so issuable.
The Warrants are subject to the following terms, conditions and
provisions:
SECTION 1. Registration; Transferability; Exchange of Warrant
Certificate.
1.1 Registration. The Company shall number and register the
Warrants in a register (the "Warrant Register") maintained at the principal
office of the Company (the "Office"). The Company shall be entitled to treat the
Holder of the Warrants as the owner thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such Warrants
on the part of any other person.
1.2 Transfer and Exchange.
(a) The Warrants shall be transferable only on the
Warrant Register upon delivery thereof by the Holder or by his duly authorized
attorney or representative or accompanied by proper evidence of succession,
assignment or authority to transfer. Upon any such registration of transfer, a
new Warrant Certificate, in substantially the form of this Warrant Certificate,
evidencing the Warrants so transferred shall be issued to the transferee of such
Warrants and a new Warrant Certificate, in substantially the form of this
Warrant Certificate, evidencing the remaining Warrants, if any, not so
transferred, shall be issued to the Holder. No transfer of the Warrants or any
interest therein other than in compliance with this Section 1.2 shall be made or
recorded in the Warrant Register, and any such purported transfer shall be void
and of no effect.
(b) This Warrant Certificate is exchangeable, in
whole or in part, upon the surrender hereof by the holder hereof at the Office
for new Warrant Certificates, in substantially the form of this Warrant
Certificate, evidencing in the aggregate the right to purchase the number of
Warrant Shares that may then be purchased hereunder, each of such new Warrant
Certificates to be dated the date of such exchange and to represent the right to
purchase such number of Warrant Shares as shall be designated by the holder of
such new Warrant Certificates at the time of such surrender.
SECTION 2. Term of Warrants; Exercise of Warrants.
2.1 Term of Warrant. Subject to the terms of this Warrant
Certificate, the Holder shall have the right, which may be exercised by the
registered Holder hereof from time to time on any Business Day before 5:00 P.M.
(New York City time) during the period through and including the fifth
anniversary hereof (the "Expiration Date") to purchase from the Company an
aggregate of _______ fully paid and non-assessable Warrant Shares or such other
number of Warrant Shares which the Holder may at the time be entitled to
purchase in accordance with this Warrant Certificate. At 5:00 P.M. (New York
City time) on the Expiration Date, each Warrant not exercised prior thereto
shall be and become void and of no value.
2.2 Exercise of Warrants. Subject to the terms of this Warrant
Certificate, the Warrants evidenced by this Warrant Certificate may be exercised
in whole or in part, upon surrender to the Company, at its Office, of this
Warrant Certificate, with a Purchase Form substantially in the form attached
hereto duly completed and signed, and upon payment to the Company of the
Exercise Price. Payment of the aggregate Exercise Price shall be in cash or by
check payable to the order of the Company; provided that in lieu of payment in
cash, at the option of the Holder, the Exercise Price may be payable either by
(i) delivery to the Company of securities of the Company owned by the Holder
having a Fair Market Value (as hereinafter defined), or in the case of preferred
stock, an aggregate liquidation preference, equal to the Exercise Price; or (ii)
surrender to the Company of a portion of the Warrants evidenced by this Warrant
Certificate representing the right to purchase such number of Warrant Shares as
to which the aggregate Fair Market Value of such Warrant Shares minus the
Exercise Price therefor equals the Exercise Price for the Warrant Shares as to
which Warrants evidenced hereby are being exercised.
As used herein, "Fair Market Value" of the Common Stock or other
securities means, on any date, the average of the last sale price, regular way,
for the 10-business day period
immediately preceding such date, or if no such sales took place during such
10-business day period, the average of the closing bid and asked prices, regular
way, for each day in such 10- business day period, in either case as reported on
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
shares of Common Stock or such other securities are listed, or, if the Common
Stock or such other securities are not listed or admitted to trading on any
national securities exchange, the average of the last quoted sale price for such
10-business day period or, if not so quoted, the average of the high bid and low
asked prices for each day in such 10-business day period in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System or such other system then in use, or, if on any such
date the Common Stock is not quoted by any such organization, the average of the
closing bid and asked prices during such 10-business day period as furnished by
a professional market maker making a market in the Common Stock or such other
securities selected by the Board of Directors of the Company. If the shares of
Common Stock or such other securities are not publicly held or so listed or
publicly traded, "Fair Market Value" shall mean the fair market value per share
of Common Stock or such other securities as determined, in good faith and in the
exercise of reasonable business judgment, by the Board of Directors of the
Company.
Upon the surrender of this Warrant Certificate, with the Purchase Form
duly executed, and payment of the Exercise Price as aforesaid, the Company shall
promptly and, in any event within ten Business Days, issue and deliver to or
upon the written order of the Holder and in such name or names as the Holder may
designate a certificate or certificates for such number of Warrant Shares so
purchased. Such certificate or certificates shall be dated and deemed to have
been issued as of the date of the surrender of this Warrant Certificate and
payment of the Exercise Price, as aforesaid. The right of purchase represented
by this Warrant Certificate shall be exercisable, at the election of the Holder,
in full at any time or in part from time to time. In the event the Holder shall
exercise fewer than all the Warrants evidenced hereby, a new Warrant Certificate
shall be issued evidencing the remaining unexercised Warrants.
2.3 Exercise Price. The price per share at which each Warrant
Share shall be purchased upon exercise of each Warrant (the "Exercise Price")
shall be $_____, subject to adjustment pursuant to Section 6.
SECTION 3. Payment of Taxes. The Company covenants and agrees that it
will pay when due and payable all documentary, stamp and other similar taxes, if
any, which may be payable in respect of the issuance or delivery of the Warrants
or of the Warrant Shares purchasable and issuable upon the exercise of the
Warrants; provided, however, that the Company shall not be required to pay any
such tax or other charge imposed in respect of the transfer of Warrants, or the
issuance or delivery of certificates for Warrant Shares or other Securities in
respect of the Warrant Shares upon the exercise of Warrants, to a person or
entity other than a then-existing registered Holder of Warrants.
SECTION 4. Mutilated or Missing Warrants. In the event this Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company shall
issue and deliver in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and in substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor
and representing an equivalent right or interest, but only upon, in the event of
a lost, stolen
or destroyed certificate, receipt of evidence satisfactory to the Company of
such loss, theft or destruction and, if requested by the Company, upon indemnity
that also is satisfactory to it; provided that a written undertaking of such
loss, theft or destruction of this Warrant Certificate by the registered Holder
hereof or any Affiliate thereof shall be deemed a satisfactory indemnity of the
Company for purposes of this Section 4. In making application for such a
substitute Warrant Certificate, the Holder shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company may
prescribe.
SECTION 5. Reservation and Availability of Warrant Shares; Purchase and
Cancellation of Warrants.
5.1 Reservation of Warrant Shares.
(a) The Company shall at all times reserve and keep
available free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock, for the purpose of enabling it to satisfy
any obligations to issue the Warrant Shares upon exercise of the Warrants, the
full number of Warrant Shares deliverable upon the exercise of all the Warrants
evidenced by this Warrant Certificate (as adjusted pursuant to Section 6). The
Company or, if appointed, the transfer agent for the Common Stock and every
subsequent transfer agent for any shares of the Company's capital stock issuable
upon the exercise of any of the rights of purchase aforesaid (each, a "Transfer
Agent") shall be irrevocably authorized and directed at all times to reserve
such number of authorized shares of Common Stock as shall be required for such
purpose. The Company will keep a copy of this Warrant Certificate on file with
each Transfer Agent. The Company will furnish such Transfer Agent a copy of all
notices of adjustments and certificates related thereto which are transmitted to
the Holder pursuant to Section 6 hereof.
(b) The Company covenants that all Warrant Shares
issuable upon exercise of the Warrants will, upon issuance, be fully paid,
non-assessable and free from preemptive rights and free from all taxes, liens,
charges and security interests with respect to the issuance thereof.
(c) Before taking any action which would cause an
adjustment pursuant to Section 6, the Company will take any and all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and non- assessable Warrant
Shares at the Exercise Price as so adjusted.
5.2 Warrant Shares Record Date. Each person in whose name any
stock certificate for Warrant Shares is issued shall for all purposes be deemed
to have become the holder of record of the Warrant Shares represented thereby,
and such stock certificate shall be dated the date upon which this Warrant
Certificate was duly surrendered and payment of the Exercise Price (and any
applicable transfer taxes) was made.
5.3 Cancellation of Warrant. Upon surrender of the Warrant
Certificate for exchange, substitution, transfer or exercise, it shall be
canceled by the Company and retired.
SECTION 6. Adjustment of Number of Warrant Shares and Exercise Price.
The number of securities purchasable upon the exercise of each Warrant and the
Exercise Price shall
be subject to adjustment from time to time upon the happening of certain events
as hereinafter described.
6.1 Mandatory Adjustments. The number of securities
purchasable upon the exercise of the Warrants and the Exercise Price shall be
subject to adjustment as follows:
(a) In case the Company shall (i) declare or pay a
dividend on any of its outstanding Common Stock in shares of Common Stock or
make a distribution to holders of its outstanding Common Stock in shares of
Common Stock, (ii) subdivide any of its outstanding Common Stock into a greater
number of shares of Common Stock, (iii) combine any of its outstanding Common
Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of any of its shares of Common Stock other securities of the
Company (including any such reclassification in connection with a consolidation,
merger or other business combination in which the Company is the surviving
corporation), the number and kind of Warrant Shares purchasable and issuable
upon exercise of the Warrants shall be adjusted so that the Holder, upon
exercise thereof, shall be entitled to receive the number and kind of Warrant
Shares and other securities of the Company that the Holder would have owned or
have been entitled to receive after the happening of any of the events described
above had the Warrants been exercised and the relevant Warrant Shares issued in
the name of the Holder immediately prior to the happening of such event or, if
applicable, any record date with respect thereto. An adjustment made pursuant to
this paragraph (a) shall become effective on the date of the dividend payment,
subdivision, combination or issuance retroactive to the record date with respect
thereto, if any, for such event. Upon adjustment of the number of Warrant Shares
as provided in this paragraph (a), the Exercise Price payable upon exercise of
each Warrant shall be adjusted by multiplying such Exercise Price immediately
prior to such adjustment by a fraction of which the numerator shall be the
number of Warrant Shares purchasable upon the exercise of each Warrant
immediately prior to such adjustment and of which the denominator shall be the
number of Warrant Shares purchasable immediately thereafter.
(b) In case the Company shall distribute to all
holders of its outstanding Common Stock evidences of indebtedness of the
Company, cash (including cash dividends payable out of consolidated earnings or
earned surplus) or assets or securities other than its Common Stock (including
stock of a subsidiary or securities convertible into or exercisable for such
stock but excluding dividends or distributions referred to in Sections 6.1(a)
above or Section 6.1(c) below) (any such evidences of indebtedness, cash, assets
or securities, the "assets or securities"), then, in each case, the Exercise
Price shall be adjusted by subtracting from the Exercise Price then in effect
the value (as determined in accordance with Section 6.2(b)) of the assets or
securities that the Holder would have been entitled to receive per Warrant Share
as a result of such distribution had the Warrant been exercised and the relevant
Warrant Shares issued in the name of the Holder immediately prior to the record
date for such distribution; provided that if, after giving effect to such
adjustment, the Exercise Price would be less than the then par value of the
Common Stock, the Company shall distribute such assets or securities to the
Holder as if the Holder had exercised the Warrants and the Warrant Shares had
been issued in the name of the Holder immediately prior to the record date for
such distribution. Any adjustment required by this Section 6.1(b) shall be made
whenever any such distribution is made, and shall become effective on the date
of distribution retroactive to the record date for the determination of
stockholders entitled to receive such distribution.
(c) If at any time after the date hereof the Company
shall issue or sell any shares of Common Stock or any warrants, options or
rights to subscribe for or purchase Common Stock ("Purchase Rights") or
securities convertible into Common Stock ("Convertible Securities") (but
excluding distributions referred to in paragraph (a) or (b) above), and the
consideration per share for, or the price per share at which such Purchase Right
or Convertible Security is exercisable for or convertible into, such Common
Stock (the "Subsequent Issue Price") is less than the Exercise Price in effect
immediately prior to such issuance or sale, then, forthwith upon such issuance
or sale, the Exercise Price shall be reduced to the Subsequent Issue Price. In
the case of an adjustment pursuant to this Section 6.1(c) for a subsequent
issuance of Purchase Rights or Convertible Securities, the Subsequent Issue
Price shall be deemed to be the lowest possible price in any range of prices at
which such Purchase Rights or Convertible Securities may be exercised or
converted. No further adjustments of the Exercise Price shall be made upon the
actual issuance of such Common Stock upon conversion or exchange of such
Purchase Rights or Convertible Securities and, if any issue or sale of such
Purchase Rights or Convertible Securities is made upon exercise of any warrant
or other right to subscribe for or to purchase any such Purchase Rights or
Convertible Securities for which adjustments of the Exercise Price have been or
are to be made pursuant to other provisions of this Section 6.1, no further
adjustments of the Exercise Price shall be made by reason of such issue or sale.
For the purposes of this subparagraph (c), the date as of which the Exercise
Price shall be computed shall be the earlier of (i) the date on which the
Company shall enter into a firm contract for the issuance of such Purchase
Rights or Convertible Securities; and (ii) the date of actual issuance of such
Purchase Rights or Convertible Securities. Such adjustments shall be made upon
each issuance of Purchase Rights or Convertible Securities and shall become
effective immediately after such issuance.
(d) The Exercise Price shall be adjusted when and as
needed pursuant to Section 2(b)(ii) of the Registration Rights Agreement between
Stanford Venture Capital Holdings, Inc. and the Company.
(e) Upon each adjustment of the Exercise Price
pursuant to paragraphs (b)-(d) of this Section 6.1, this Warrant Certificate
shall be deemed to evidence the right to purchase, at the adjusted Exercise
Price, that number of Warrant Shares obtained by multiplying the number of
Warrant Shares covered by this Warrant Certificate immediately prior to such
adjustment by the Exercise Price in effect prior to such adjustment and dividing
the product so obtained by the Exercise Price in effect after such adjustment.
6.2 Notice of Adjustment.
(a) The Company hereby agrees that whenever any
adjustment of the number of Warrant Shares purchasable upon the exercise of the
Warrants or the Exercise Price of such Warrants is effected as herein provided,
the Company shall promptly notify the Holder, by first class mail, postage
prepaid, of such adjustment and shall deliver to the Holder a certificate of the
Chief Financial officer of the Company, setting forth in reasonable detail (i)
the number of Warrant Shares purchasable upon the exercise of the Warrants and
the Exercise Price of the Warrants after such adjustment, (ii) a brief statement
of the facts requiring such adjustment, and (iii) the computation by which such
adjustment was made.
(b) If any adjustment is required to be made pursuant
to Section 6.1(b) (unless the proviso to the first sentence of that Section is
applicable to the action), the Company and the Holder shall negotiate in good
faith toward agreeing upon the value of the assets or securities and the
necessary adjustment. If no agreement can be reached within 14 days from the
date of receipt by the Holder of such notice, the Company and the Holder shall
appoint within 21 days from the date of such receipt a mutually acceptable
independent investment banking firm to determine the necessary adjustment. Such
firm shall make the necessary determination which shall be binding absent actual
fraud or manifest error. The fees of such firm for making such determination and
any related reimbursable expenses shall be paid by the Company.
6.3 Preservation of Purchase Rights Upon Merger,
Consolidation, etc.
(a) In the event of any merger, consolidation or
other acquisition or business combination in which the Company is not the
surviving corporation or in which all of the outstanding Common Stock of the
Company is converted into, acquired or exchanged for securities, cash or
property or in the event of the sale or other disposition of all or
substantially all the assets of the Company, then, and in each such case, proper
provision shall be made so that, upon the basis and upon the terms and in the
manner provided in this Section 6.3, the holder of this Warrant Certificate,
upon the exercise of any of its Warrants at any time after the consummation of
such consolidation, merger, transfer, reorganization or reclassification, shall
be entitled to receive, in lieu of shares of Common Stock issuable upon such
exercise prior to such consummation, the stock, securities, cash and assets to
which such holder would have been entitled upon such consummation if such holder
had so exercised such Warrant immediately prior thereto, at the aggregate
Exercise Price in effect for all shares of Common Stock issuable upon such
exercise immediately prior to such consummation as adjusted to the time of such
transaction (subject to adjustments subsequent to such corporate action as
nearly equivalent as possible to the adjustments provided for in Section 6.1
above). Such undertaking shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
6, provided, however, that if upon such consolidation, merger, transfer,
reorganization or reclassification, different holders of Common Stock shall be
entitled to receive different forms of consideration for their Common Stock, the
form of such consideration thereafter deliverable upon the exercise of the
Warrants shall be as determined in good faith by the Board of Directors, whose
determination shall be conclusive. The provisions of this Section 6.3 shall also
apply to successive mergers or consolidations.
(b) Upon any liquidation, dissolution or winding up
of the Company, the Holder shall receive such cash or property (less the
Exercise Price) which the Holder would have been entitled to receive upon the
happening of such liquidation, dissolution or winding up had the Warrants been
exercised and the Warrant Shares issued immediately prior to the occurrence of
such liquidation, dissolution or winding up.
6.4 Statement on the Warrant. Irrespective of any adjustments
in the number or kind of securities purchasable upon the exercise of the Warrant
or the Exercise Price, any Warrant Certificate theretofore or thereafter issued
may continue to express the same price and number and any kind of shares as are
stated in this Warrant Certificate.
SECTION 7. Fractional Interests. The Company shall not be required to
issue fractional securities on the exercise of Warrants. If any fraction of a
security would be issuable on the exercise of Warrants, the Company shall pay to
the Holder of such Warrants an amount in cash equal to the Fair Market Value of
such fraction.
SECTION 8. Registration. The Holder shall, from time to time, have the
rights, if any, with respect to registration of Warrant Shares as are set forth
in the Registration Rights Agreement, between the Company and
___________________________.
SECTION 9. No Rights as a Stockholder; Notices to Holder. Nothing
contained in this Warrant Certificate shall be construed as conferring upon the
Holder the right to vote or to consent or to receive notice as a stockholder in
respect of any meeting of stockholders of the Company for the election of the
directors of the Company or any other matter, or any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the exercise of
the Warrants evidenced by this Warrant Certificate, any of the following events
shall occur:
(a) the Company shall declare any dividend payable in
cash or in any securities upon its shares of Common Stock or make any
distribution to the holders of its shares of Common Stock;
(b) the Company shall offer to all holders of its
shares of Common Stock any additional shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock or any right to
subscribe for or purchase any thereof;
(c) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation, merger, sale, transfer
or lease of all or substantially all of its property, assets and business as an
entirety) shall be proposed; or
(d) any consolidation or merger to which the Company
is a party and for which approval of the holders of Common Stock is required, or
of the conveyance or transfer of all or substantially all assets of the Company
as, or substantially as, an entirety, or of any reclassification or change of
outstanding shares of Common Stock issuable upon exercise of the Warrant (other
than a change in par value to no par value, or from no par value to par value)
or as a result of a subdivision or combination, then in any one or more of said
events, the Company shall give to the Holder the greater of 30 business days
written notice and the number of days written notice required to be given to
stockholders with respect to such action prior to the applicable record date
hereinafter specified, stating (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividends, rights or
warrants are to be determined; or (ii) the date on which any such dissolution,
liquidation, winding up, consolidation, merger, conveyance or transfer is
expected to become effective and the date as of which it is expected that
holders of record of shares of Common Stock shall be entitled to exchange their
shares of Common Stock for securities or other property, if any, deliverable
upon such reclassification, consolidation, merger, conveyance, transfer,
dissolution, liquidation, or winding up.
SECTION 10. Identity of Transfer Agent. Forthwith upon the appointment
of any Transfer Agent for the Common Stock, or any other shares of the Company's
capital stock issuable upon
the exercise of the Warrants, the Company shall promptly notify the Holder of
the name and address of such Transfer Agent.
SECTION 11. Notices. Any notice, except as provided in Section 9 of
this Warrant Certificate, or demand authorized by this Warrant Certificate to be
given by the Holder to the Company, shall be in writing and shall be delivered
in person or by facsimile transmission, or mailed by overnight courier, or
otherwise delivered, to the Company, at 6501 N.W. Park of Commerce Blvd., Suite
205, Boca Raton, FL 33487, Attn: Sam A. Lazar. The Company may change the
address to which notices to it are to be delivered or mailed hereunder by notice
to the Holder pursuant to this Section 11.
Any notice pursuant to this Warrant Certificate by the Company to the
Holder shall be in writing and shall be mailed by overnight courier or otherwise
delivered, to the Holder at its address set forth in the Warrant Register.
Notices delivered personally shall be effective at the time delivered
by hand, notices sent by mail shall be effective when received, notices sent by
facsimile transmission shall be effective when confirmed and notices sent by
courier guaranteeing next day delivery shall be effective on the next business
day after timely delivery to the courier.
SECTION 12. Amendment and Waiver. Any term, covenant, agreement or
condition in this Warrant Certificate may be amended, or compliance therewith
may be waived, by a written instrument or written instruments executed by the
Company and the Holder.
SECTION 13. Successors. All the covenants and provisions of this
Warrant Certificate by or for the benefit of the Company or the Holder shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
SECTION 14. Governing Law. This Warrant Certificate shall be construed
in accordance with and governed by the internal laws of the State of Florida
applicable to contracts executed and to be performed wholly within such state,
without regard to the principles of conflicts or choice of law.
SECTION 15. Benefits of this Warrant Certificate. Nothing in this
Warrant Certificate shall be construed to give to any person or entity other
than the Company and the Holder any legal or equitable right, remedy or claim
under this Warrant Certificate; and this Warrant Certificate shall be for the
sole and exclusive benefit of this Company and the Holder.
SECTION 16. Termination. This Warrant Certificate shall terminate and
be of no further force and effect on the earlier of 5:00 P.M. (New York City
time) on the Expiration Date or the date on which all of the Warrants have been
exercised.
SECTION 17. Captions. The captions of the Sections and paragraphs of
this Warrant Certificate have been inserted for convenience only and shall have
no substantive effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed this ____ day of ____________, 2001.
INTERNATIONAL COSMETICS MARKETING CO.
D/B/A BEVERLY SASSOON & CO.
By:_______________________________
Name:____________________________
Title:_____________________________
Attest:
By:______________________________
Name:___________________________
Title:_____________________________
FORM OF ELECTION TO PURCHASE
(To Be Executed by the Holder if the Holder Desires to Exercise Warrants
Evidenced by the Foregoing Warrant Certificate)
To: [Company]
The undersigned hereby irrevocably elects to exercise ________________
Warrants evidenced by the attached Warrant Certificate for, and to purchase
thereunder, full shares of Common Stock issuable upon exercise of said Warrants,
all at the price and on the terms and conditions specified in the attached
Warrant Certificate.
The undersigned requests that certificates for such shares be issued in
the name of and delivered to ______________________, whose address is
______________________________.
PLEASE INSERT SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER
(Please print name and address)
If said number of Warrants shall not be all the Warrants evidenced by
the attached Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to
(Please print name and address)
By:
Name:
Title:
Dated:
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, _________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
in and to the number of Warrants (as defined in and evidenced by the attached
Warrant Certificate) set opposite the name of such assignee below and in and to
the attached Warrant Certificate with respect to said Warrants and the shares of
Common Stock issuable upon exercise of said Warrants:
Name of Assignee Address Number of Warrants
---------------- ------- ------------------
If the total of said Warrants shall not be all the Warrants evidenced
by the attached Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so assigned be issued in the name of and
delivered to the undersigned.
By:
Name:
Title:
Dated: