WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
1,680 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, KODIAK OPPORTUNITY OFFSHORE
LIMITED, or his/her/its registered assigns (hereinafter referred to as the
"Holder") is entitled to purchase, subject to the terms and conditions
hereof, from AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the
"Company"), 1,680 shares of common stock of the Company, par value $.01 per
share (the "Common Stock"), at any time from January 8, 1997 (the "First
Exercise Date") and ending at 5:00 p.m. Eastern Standard Time on January 7,
2002, at an exercise price per share (the "Exercise Price") equal to $8.5772.
The number of shares of Common Stock purchasable upon exercise of this
Warrant (the "Warrant") and the Exercise Price shall be subject to adjustment
from time to time upon the occurrence of certain events as set forth below.
The shares of Common Stock receivable upon exercise of this Warrant, as
adjusted from time to time, are sometimes referred to hereinafter as
"Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
13,440 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, KODIAK CAPITAL, L.P., or
his/her/its registered assigns (hereinafter referred to as the "Holder") is
entitled to purchase, subject to the terms and conditions hereof, from
AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the "Company"), 13,440
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), at any time from January 8, 1997 (the "First Exercise Date") and
ending at 5:00 p.m. Eastern Standard Time on January 7, 2002 (the
"Termination Date"), at an exercise price per share (the "Exercise Price")
equal to $8,5772. The number of shares of Common Stock purchasable upon
exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
23,250 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON [FIFTH ANNIVERSARY OF CLOSING
DATE]
This is to verify that, FOR VALUE RECEIVED, KODIAK INTERNATIONAL LTD., or
his/her/its registered assigns (hereinafter referred to as the "Holder") is
entitled to purchase, subject to the terms and conditions hereof, from
AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the "Company"), 23,250
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), at any time from January 8, 1997 (the "First Exercise Date") and
ending at 5:00 p.m. Eastern Standard Time on January 7, 2002 (the
"Termination Date"), at an exercise price per share (the "Exercise Price")
equal to $8.5772. The number of shares of Common Stock purchasable upon
exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
3,360 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, KODIAK OPPORTUNITY LP, or
his/her/its registered assigns (hereinafter referred to as the "Holder") is
entitled to purchase, subject to the terms and conditions hereof, from
AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the "Company"), 3,360
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), at any time from January 8, 1997 (the "First Exercise Date") and
ending at 5:00 p.m. Eastern Standard Time on January 8. 2002 (the
"Termination Date"), at an exercise price per share (the "Exercise Price")
equal to $8.5772. The number of shares of Common Stock purchasable upon
exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
5,250 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, EDJ LIMITED, or his/her/its
registered assigns (hereinafter referred to as the "Holder") is entitled to
purchase, subject to the terms and conditions hereof, from AMERICAN UNITED
GLOBAL, INC., a Delaware corporation (the "Company"), 5,250 shares of common
stock of the Company, par value $.01 per share (the "Common Stock"), at any
time from January 8, 1997 (the "First Exercise Date") and ending at 5:00 p.m.
Eastern Standard Time on January 7, 2002 (the "Termination Date"), at an
exercise price per share (the "Exercise Price") equal to $8.5772. The number
of shares of Common Stock purchasable upon exercise of this Warrant (the
"Warrant") and the Exercise Price shall be subject to adjustment from time to
time upon the occurrence of certain events as set forth below. The shares of
Common Stock receivable upon exercise of this Warrant, as adjusted from time
to time, are sometimes referred to hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
22,750 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7,2002
This is to verify that, FOR VALUE RECEIVED, ▇▇▇▇▇▇ PARTNERS LP, or
his/her/its registered assigns (hereinafter referred to as the "Holder") is
entitled to purchase, subject to the terms and conditions hereof, from
AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the "Company"), 22,750
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), at any time from January 8, 1997 (the "First Exercise Date") and
ending at 5:00 p.m. Eastern Standard Time on January 7, 2002 (the
"Termination Date"), at an exercise price per share (the "Exercise Price")
equal to $8.5772. The number of shares of Common Stock purchasable upon
exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
52,500 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, WEYBURN OVERSEAS LTD., or
his/her/its registered assigns (hereinafter referred to as the "Holder") is
entitled to purchase, subject to the terms and conditions hereof, from
AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the "Company"), 52,500
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), at any time from January 8, 1997 (the "First Exercise Date") and
ending at 5:00 p.m. Eastern Standard Time on January 8, 2002 (the
"Termination Date"), at an exercise price per share (the "Exercise Price")
equal to $8.5772. The number of shares of Common Stock purchasable upon
exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
122,500 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, GOODLAND INTERNATIONAL
INVESTMENT LTD., or his/her/its registered assigns (hereinafter referred to
as the "Holder") is entitled to purchase, subject to the terms and conditions
hereof, from AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the
"Company"), 122,500 shares of common stock of the Company, par value $.01 per
share (the "Common Stock"), at any time from January 8, 1997 (the "First
Exercise Date") and ending at 5:00 p.m. Eastern Standard Time on January 7,
2002 (the "Termination Date"), at an exercise price per share (the "Exercise
Price") equal to $8.5772. The number of shares of Common Stock purchasable
upon exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
98,700 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY FFC
DDJ GALILEO FUND, L.P., or his/her/its registered assigns (hereinafter
referred to as the "Holder") is entitled to purchase, subject to the terms
and conditions hereof, from AMERICAN UNITED GLOBAL, INC., a Delaware
corporation (the "Company"), 98,700 shares of common stock of the Company,
par value $.01 per share (the "Common Stock"), at any time from January 8,
1997 (the "First Exercise Date") and ending at 5:00 p.m. Eastern Standard
Time on January 8, 2002 (the "Termination Date"), at an exercise price per
share (the "Exercise Price") equal to $8.5772. The number of shares of
Common Stock purchasable upon exercise of this Warrant (the "Warrant") and
the Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events as set forth below. The shares of Common Stock
receivable upon exercise of this Warrant, as adjusted from time to time, are
sometimes referred to hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
3,150 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY FFC
▇▇▇▇▇▇ OVERSEAS CORP., or his/her/its registered assigns (hereinafter
referred to as the "Holder") is entitled to purchase, subject to the terms
and conditions hereof, from AMERICAN UNITED GLOBAL, INC., a Delaware
corporation (the "Company"), 3,150 shares of common stock of the Company, par
value $.01 per share (the "Common Stock"), at any time from January 8, 1997
(the "First Exercise Date") and ending at 5:00 p.m. Eastern Standard Time on
January 7, 2002 (the "Termination Date"), at an exercise price per share (the
"Exercise Price") equal to $8.5772. The number of shares of Common Stock
purchasable upon exercise of this Warrant (the "Warrant") and the Exercise
Price shall be subject to adjustment from time to time upon the occurrence of
certain events as set forth below. The shares of Common Stock receivable
upon exercise of this Warrant, as adjusted from time to time, are sometimes
referred to hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
3,150 Shares January 8, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON JANUARY 7, 2002
This is to verify that, FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY FFC
CROCODILE I, LLC, or his/her/its registered assigns (hereinafter referred to
as the "Holder") is entitled to purchase, subject to the terms and conditions
hereof, from AMERICAN UNITED GLOBAL, INC., a Delaware corporation (the
"Company"), 3,150 shares of common stock of the Company, par value $.01 per
share (the "Common Stock"), at any time from January 8, 1997 (the "First
Exercise Date") and ending at 5:00 p.m. Eastern Standard Time on January 7,
2002 (the "Termination Date"), at an exercise price per share (the "Exercise
Price") equal to $8.5772. The number of shares of Common Stock purchasable
upon exercise of this Warrant (the "Warrant") and the Exercise Price shall be
subject to adjustment from time to time upon the occurrence of certain events
as set forth below. The shares of Common Stock receivable upon exercise of
this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
EXHIBIT B - FORM OF WARRANT
WARRANT TO PURCHASE
COMMON STOCK OF
AMERICAN UNITED GLOBAL, INC.
__________ Shares January __, 1997
▇▇▇ Hills, New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT SHALL NOT BE
TRANSFERABLE AND MAY NOT BE DISPOSED OF, DIRECTLY OR INDIRECTLY, OTHER THAN IN
ACCORDANCE WITH THE TERMS HEREOF.
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON [FIFTH ANNIVERSARY OF CLOSING
DATE]
This is to verify that, FOR VALUE RECEIVED, [INSERT NAME], or his/her/its
registered assigns (hereinafter referred to as the "Holder") is entitled to
purchase, subject to the terms and conditions hereof, from AMERICAN UNITED
GLOBAL, INC., a Delaware corporation (the "Company"), _______________ shares of
common stock of the Company, par value $.01 per share (the "Common Stock"), at
any time from [INSERT THE CLOSING DATE] (the "First Exercise Date") and ending
at 5:00 p.m. Eastern Standard Time on [INSERT THE FIFTH ANNIVERSARY OF THE
CLOSING DATE] (the "Termination Date"), at an exercise price per share (the
"Exercise Price") equal to [INSERT CLOSING DATE AVERAGE PRICE, AS CALCULATED IN
ACCORDANCE WITH THE TERM SHEET]. The number of shares of Common Stock
purchasable upon exercise of this Warrant (the "Warrant") and the Exercise Price
shall be subject to adjustment from time to time upon the occurrence of certain
events as set forth below. The shares of Common Stock receivable upon exercise
of this Warrant, as adjusted from time to time, are sometimes referred to
hereinafter as "Exercise Shares."
1. EXERCISE OF WARRANT; ISSUANCE OF EXERCISE SHARES.
a. This Warrant may be exercised in whole at any time or in part
from time to time on or after the First Exercise Date until and including the
Termination Date, upon surrender on any business day to the Company at its
principal office, presently located at the address of the Company set forth in
Paragraph 7 hereof (or such other office of the Company, if any, as shall
theretofore have been designated by the Company by written notice to the
Holder), together with: (i) a completed and executed Notice of Warrant Exercise
in the form set forth in Appendix A hereto and made a part hereof and (ii)
payment of the full Exercise Price for the number of Exercise Shares set forth
in the Notice of Warrant Exercise, in lawful money of the United States of
America by certified check or cashier's check, made payable to the order of the
Company. The Warrant and all rights and options hereunder shall expire on the
Termination Date and shall be wholly null and void to the extent this Warrant is
not properly exercised prior to the Termination Date.
b. SHARE ISSUANCE UPON EXCHANGE. Upon surrender of this Warrant
certificate in connection with any exercise and payment of the applicable
Exercise Price pursuant to PARAGRAPH (A) above, the Company shall issue and
cause to be delivered with all reasonable dispatch to the Holder or, subject to
SECTION 6 hereof, in such name or names as the Holder may designate to the
Company in writing, a certificate or certificates for the number of full
Exercise Shares so purchased upon the exercise of this Warrant and, if
applicable, a new Warrant certificate to the Holder covering the remaining
number of shares for which this Warrant was not so exercised. Such certificate
or certificates shall be deemed to have been issued and any such person so
designated to be named therein shall be deemed to have become a holder of such
Exercise Shares and entitled to all of the rights of a stockholder of the
Company with respect to such Exercise Shares as of the close of business on the
date of the surrender of this Warrant and payment of the Exercise Price in full
or, if the stock transfer books of the Company shall then be closed, on the
first date thereafter on which the stock transfer books of the Company are open.
c. EXERCISE SHARES FULLY PAID AND NON-ASSESSABLE. The Company
agrees and covenants that all Exercise Shares issuable upon the due exercise of
this Warrant will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable and free and clear of
all taxes (other than taxes which, pursuant to Paragraph 2 hereof, the Company
shall not be obligated to pay), liens, charges and security interests created by
the Company with respect to the issuance thereof.
d. RESERVATION OF EXERCISE SHARES. The Company agrees and covenants
that at all times prior to the Termination Date it will have authorized, and
hold in reserve, at least the number of Exercise Shares issuable upon the full
exercise of this Warrant.
2. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes,
if any, attributable to the initial issuance of Exercise Shares upon the
exercise of this Warrant; PROVIDED, HOWEVER, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issue of this Warrant or of any certificates for Exercise Shares in a
name other than that of the Holder upon the exercise of this Warrant, and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting
- Page 2 - AUGI Warrant
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid.
3. RIGHTS OF HOLDER. The Holder shall not, by virtue of anything
contained in this Warrant or otherwise (except upon exercise of this Warrant,
with respect to the Exercise Shares purchased thereby), be entitled to any right
whatsoever, either in law or equity, of a stockholder of the Company, including
without limitation, the right to receive dividends or to vote or to consent or
to receive notice as a stockholder in respect of the meetings of stockholders or
the election of directors of the Company or any other matter.
4. REGISTRATION OF TRANSFERS AND EXCHANGES. This Warrant shall be
transferable, in whole or in part, subject to the provisions of Paragraph 6
hereof, only upon the books of the Company to be maintained by it for that
purpose, upon surrender of this Warrant to the Company at its principal office
accompanied (if so required by it) by a written instrument or instruments of
transfer in form satisfactory to the Company and duly executed by the Holder or
by the duly appointed legal representative thereof or by a duly authorized
attorney and upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer. In all cases of transfer by an attorney, the
original power of attorney, duly approved, or an official copy thereof, duly
certified, shall be deposited and remain with the Company. In case of transfer
by executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be required
to be deposited and remain with the Company in its discretion. Upon any such
registration of transfer, a new Warrant shall be issued to the transferee named
in such instrument of transfer (and, in the case of a transfer of part of this
Warrant, a new Warrant representing the portion of this Warrant which was not
transferred shall be issued to the Holder), and the surrendered Warrant shall be
cancelled by the Company.
5. ADJUSTMENT OF WARRANT. The Exercise Price and the number and kind of
securities issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as set forth below:
a. If the Company shall at any time (i) pay a dividend or make a
distribution on the Common Stock in shares of its Common Stock, (ii) subdivide
its outstanding Common Stock or (iii) combine its outstanding Common Stock into
a smaller number of shares, the number of shares of Common Stock which may be
purchased upon exercise of this Warrant shall be adjusted so that the number of
shares thereafter purchasable upon exercise of this Warrant shall be equal to
the number of shares which the Holder would have been entitled to receive after
the happening of such event had the Warrant been exercised immediately prior to
such event. Any adjustment made pursuant to this subparagraph (a) shall become
- Page 3 - AUGI Warrant
effective retroactively to the record date in the case of a dividend and shall
become effective on the effective date, in the case of any subdivision or
combination.
b. If the Company shall issue by reorganization or reclassification
of its Common Stock other securities of the Company (including any such
reorganization or reclassification in connection with a consolidation or merger
of the Company with another corporation, except where the Company is the
surviving corporation and there is no reclassification or change of outstanding
securities issuable upon exercise of this Warrant), the Holder shall thereafter
have the right to receive upon exercise of this Warrant the kind and number of
shares of stock or other securities or property which he would have been
entitled to receive upon the happening of any such reorganization or
reclassification, had this Warrant been exercised immediately prior thereto;
and, in any case, appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to rights and interests thereafter of the Holder, to the end that
the provisions set forth herein (including the specified changes in and other
adjustments of the conversion rate) shall thereafter be applicable, as near as
reasonably practical, in relation to any shares of stock or other securities or
other property thereafter deliverable upon the exercise of this Warrant. Any
adjustment made pursuant to this subparagraph (b) shall become effective
retroactively to the effective date of such reorganization or reclassification.
c. After any adjustment of the number or kind of shares or other
securities or property issuable upon exercise of this Warrant pursuant to the
provisions of this Paragraph 5, the Exercise Price shall also be adjusted so
that the aggregate Exercise Price thereafter payable upon exercise of this
Warrant shall be equal to the aggregate Exercise Price which would have been
payable upon exercise of this Warrant immediately prior to such adjustment in
the number of kind of shares or other securities or other property issuable upon
exercise of this Warrant.
d. No adjustment in the number of shares of Common Stock issuable
upon exercise of this Warrant, or of the Exercise Price, shall be required to be
made unless such adjustment would require an increase or decrease of at least
one percent (1%); PROVIDED, HOWEVER, that any adjustments which by reason of
this subparagraph are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this
Paragraph 5 shall be made to the nearest cent or one-one hundredth of a share,
as the case may be, but in no event shall the Company be obligated to issue
fractional shares upon exercise of this Warrant, and any fractional shares
issuable upon exercise shall be rounded up to the next whole share.
- Page 4 - AUGI Warrant
e. Whenever any adjustment shall be made in the number or kind of
shares or other securities or property issuable upon exercise of this Warrant
pursuant to the provisions of this Paragraph 5, or in the Exercise Price, the
Company will forthwith cause a notice stating the adjustment to be mailed to the
Holder.
f. In case at any time:
(i) The Company shall declare any dividend upon or distribution
in respect of its Common Stock payable otherwise than in cash or in Common Stock
of the Company; or
(ii) The Company shall offer for subscription to all of the
holders of its Common Stock any additional shares of stock of any class or any
other securities convertible into shares of stock or any rights to subscribe
thereto; or
(iii) There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the assets of the Company, or a consolidation or merger of
the Company with another corporation, other than any transaction in which the
Company is the surviving corporation and there is no reclassification or change
of outstanding securities issuable upon exercise of this Warrant and other than
a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification or change of the
then outstanding shares of Common Stock or other capital stock issuable upon
exercise of the Warrants other than a change in par value (or from par value to
no par value or from no par value to par value); or
(iv) There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall cause to be mailed to
the Holder, at the earliest practicable time (and, in any event, not less than
10 days before any record date or other date set for definitive action), written
notice of the date on which the books of the Company shall close or a record
shall be taken for such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up, as the case may be. Such notice
shall also set forth such facts as shall indicate the effect of such action (to
the extent such effect may be known at the date of such notice) on the Exercise
Price and the kind and amount of the shares of stock and other securities and
property deliverable upon exercise of this Warrant. Such notice shall also
specify the date as of which the holders of the Common Stock of record shall
participate in said dividend, distribution or subscription rights or shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up as the case may be (on which
- Page 5 - AUGI Warrant
date, in the event of voluntary or involuntary dissolution, liquidation or
winding up of the Company, the right to exercise this Warrant shall terminate).
Notwithstanding anything in this paragraph (f) to the contrary, however, it is
agreed that failure of the Company to give any such notice of corporate action
shall not invalidate such corporate action.
6. RESTRICTIONS ON TRANSFERABILITY - RESTRICTIVE LEGEND. Neither this
Warrant nor the Exercise Shares shall be transferable except in accordance with
the provisions of this paragraph.
a. RESTRICTIONS ON TRANSFER; INDEMNIFICATION. Neither this Warrant
nor any Exercise Shares may be offered for sale or sold, or otherwise
transferred or sold in any transaction which would constitute a sale thereof
within the meaning of the Securities Act of 1933, as amended (the "Act"), unless
(i) such security has been registered for sale under the Act and registered or
qualified under applicable state securities laws relating to the offer and sale
of securities, or (ii) exemptions from the registration requirements of the Act
and the registration or qualification requirements of all such state securities
laws are available and the Company shall have received an opinion of counsel
satisfactory to the Company that the proposed sale or other disposition of such
securities may be effected without registration under the Act and would not
result in any violation of any applicable state securities laws relating to the
registration or qualification of securities for sale.
The Holder agrees to indemnify and hold harmless the Company against
any loss, damage, claim or liability arising from the disposition of this
Warrant or any Exercise Shares held by the Holder or any interest therein in
violation of the provisions of this Paragraph 6.
b. RESTRICTIVE LEGENDS. Unless and until otherwise permitted by
this Paragraph 6, this Warrant, each warrant issued to the Holder or to any
transferee or assignee of this Warrant, and each Certificate representing
Exercise Shares issued upon exercise of this Warrant or any warrant issued to
the Holder or to any transferee or assignee of this Warrant, or to any
transferee of the person to whom the Exercise Shares were issued, shall bear a
legend setting forth the requirements of paragraph (a) of this Paragraph 6,
together with such other legend or legends as may otherwise be deemed necessary
or appropriate by counsel to the Company.
c. NOTICE OF PROPOSED TRANSFERS. For so long as this Warrant or any
Exercise Shares acquired pursuant hereto shall bear restrictive legends pursuant
to this Warrant, prior to any transfer, offer to transfer or attempted transfer
of this Warrant or any Exercise Shares, the Holder of such security shall give
written notice to the Company of such ▇▇▇▇▇▇'s intention to effect such
transfer. Each such notice (i) shall describe the manner and
- Page 6 - AUGI Warrant
circumstances of the proposed transfer in sufficient detail, and shall contain
an undertaking by the person giving such notice to furnish such other
information as may be required, to enable counsel satisfactory to the Company to
render the opinions referred to below, and (ii) shall designate the counsel for
the person giving such notice, such counsel to be satisfactory to the Company.
The person giving such notice shall submit a copy thereof to the counsel
designated in such notice, and the following provisions shall apply:
(i) If, in the opinion of such counsel, the proposed transfer of
this Warrant or Exercise Shares, as appropriate, may be effected without
registration of such security under the Act, the Company shall, as promptly as
practicable, so notify the holder of such security and such holder shall
thereupon be entitled to transfer such security in accordance with the terms of
the notice delivered by such holder to the Company. Each certificate evidencing
the securities thus to be transferred (and each certificate evidencing any
untransferred balance of the securities evidenced by such certificate) shall
bear the restrictive legends referred to in subparagraph (b) above, unless in
the opinion of such counsel such legends are not required in order to insure
compliance with the Act.
(ii) If, in the opinion of such counsel, the proposed transfer of
securities may not be effected without registration under the Act, the Company
shall, as promptly as practicable, so notify the holder thereof. However, the
Company shall have no obligation pursuant to this Warrant to register such
securities under the Act.
The holder of the securities giving the notice under this subparagraph
(c) shall not be entitled to transfer any of the securities until receipt of
notice from the Company under paragraph (i) of this subparagraph (c) or
registration of such securities under the Act has become effective.
d. REMOVAL OF LEGEND. The Company shall, at the request of any
registered holder of a Warrant or Exercise Share, exchange the certificate
representing such security for a certificate representing the same security not
bearing the restrictive legends required by subparagraph (b) if, in the opinion
of counsel satisfactory to the Company, such restrictive legends are no longer
necessary.
7. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been (a) when received, if
delivered in person; (b) when sent, if sent by telecopier and confirmed within
forty-eight (48) hours by letter mailed or delivered to the party to be notified
at its address set forth herein; or (c) five (5) days following the mailing
thereof if
- Page 7 - AUGI Warrant
mailed by certified first class mail, postage prepaid, return receipt request,
in any such case as follows:
If to the Company, to:
American United Global, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
and Chief Executive Officer
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Holder, to:
[INSERT NAME AND ADDRESS
]
Telecopier: [COMPLETE]
8. SUPPLEMENTS AND AMENDMENTS. The Company may from time to time
supplement or amend this Warrant without the approval of the Holder in order to
cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision, or to make any
other provisions in regard to matters herein or questions arising hereunder
which the Company may deem necessary or desirable and which shall not materially
adversely affect the interest of the Holder. Except as set forth above, no term
of this Warrant may be amended or waived without the prior written consent of
the Company and the Holder.
9. SUCCESSORS AND ASSIGNS. This Warrant shall inure to the benefit of
and be binding on the respective successors, assigns and legal representatives
of the Holder, subject to the provisions of Paragraph 6 hereof, and the Company.
10. SEVERABILITY. If for any reason any provision, paragraph or term of
this Warrant is held to be invalid or unenforceable, all other valid provisions
herein shall remain in full force and effect and all terms, provisions and
paragraphs of this Warrant shall be deemed to be severable. To the extent
permitted by applicable law, the Holder, by accepting this Warrant, hereby
waives any provision of law which renders any provisions hereof prohibited or
unenforceable in any respect.
11. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to its conflict
of laws provisions.
- Page 8 - AUGI Warrant
12. HEADINGS. Paragraph and subparagraph headings, used herein are
included herein for convenience of reference only shall
not affect the construction of this Warrant nor constitute a part of this
Warrant for any other purpose.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date and year first above written.
AMERICAN UNITED GLOBAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and
Chief Executive Officer
- Page 9 - AUGI Warrant
APPENDIX A
----------
NOTICE OF WARRANT EXERCISE
--------------------------
Pursuant to a Warrant issued by American United Global, Inc., a Delaware
corporation (the "Company"), to the undersigned dated as of January __, 1997,
the undersigned hereby irrevocably elects to exercise its warrant to the extent
of purchasing _________________ shares of Common Stock (the "Exercise Shares")
of the Company as provided for therein.
The undersigned hereby represents and agrees that the Exercise Shares
purchased pursuant hereto are being purchased for investment and not with a view
to the distribution of resale thereof, and that the undersigned understands that
said Exercise Shares have not been registered under the Securities Act of 1933,
as amended.
Payment of the full purchase price of the Exercise Shares is enclosed
herewith, in the form of a check made payable to the Company.
The undersigned requests that a certificate for the Exercise Shares be
issued in the name of:
_______________________________________
_______________________________________
_______________________________________
(Please print name, address and social security number)
Date:______________________________, ______
Address:_____________________________________________
_____________________________________________
_____________________________________________
Signature:___________________________________________
- Page 10 - AUGI Warrant