Option to Purchase
300,000 Units
The Marquee Group, Inc.
Unit Purchase Option
Dated: ___________, 1996.
THIS CERTIFIES THAT Royce Investment Group, Inc. (herein sometimes
called the "Holder") is entitled to purchase from The Marquee Group, Inc., a
Delaware corporation (hereinafter called the "Company"), at the prices and
during the periods as hereinafter specified, up to _________ thousand
(________) Units ("Units"), each Unit consisting of one share of the Company's
Common Stock, $.01 par value, as now constituted ("Common Stock"), and one
warrant ("Warrants"). Each Warrant is exercisable to purchase one share of
Common Stock at an exercise price of $7.50, subject to adjustment, from the
Separation Date (as defined in the Warrant Agreement) to _______ , 2001.
The Units have been registered under a Registration Statement on Form
SB-2, (File No. 333-11287) declared effective by the Securities and Exchange
Commission on _______ (the "Registration Statement"). This Option, together
with options of like tenor, constituting in the aggregate options (the
"Options") to purchase 300,000 Units, subject to adjustment in accordance with
Section 8 of this Option (the "Option Units"), was originally issued pursuant
to an underwriting agreement between the Company and Royce Investment Group,
Inc. and Continental Broker-Dealer Corporation, as underwriters (the
"Underwriters") in connection with a public offering (the "Offering") of
3,000,000 Units (the "Public Units") through the Underwriters, in consideration
of $300 received for the Options.
Except as specifically otherwise provided herein, the Common Stock and
the Warrants issued pursuant to the option herein granted (the "Option") shall
bear the same terms and conditions as described under the caption "Description
of Securities" in the Registration Statement, and the Warrants shall be
governed by the terms of the Warrant Agreement dated as of _______, 1996
executed in connection with such public offering (the "Warrant Agreement"),
except that (i) the holder shall have registration rights under the Securities
Act of 1933, as amended (the "Act"), for the Option, the Common Stock and the
Warrants included in the Option Units, and the shares of Common Stock
underlying the Warrants, as more fully described in Section 6 of this Option
and (ii) the Warrants issuable upon exercise of the Option will be subject to
redemption by the Company pursuant to the Warrant Agreement at any time after
the Option has been exercised and the Warrants underlying the Option Units are
outstanding. Any such redemption shall be on the same terms and conditions as
the Warrants included in the Public Units (the "Public Warrants"). The Company
will use its best efforts to list the Common Stock underlying this Option and,
at the Holder's request the Warrants, on the Nasdaq National Market, the Nasdaq
SmallCap Market or such other exchange or market as the Common Stock or Public
Warrants may then be listed or quoted. In the event of any extension of the
expiration date or reduction of the exercise price of the Public Warrants, the
same changes to the Warrants included in the Option Units shall be
simultaneously effected.
1. The rights represented by this Option shall be exercised at the
prices, subject to adjustment in accordance with Section 8 of this Option ("the
"Exercise Price"), and during the periods as follows:
(a) During the period from _______, 1996 to _______, 1998
inclusive, the Holder shall have no right to purchase any Option
Units hereunder, except that in the event of any merger,
consolidation or sale of all or substantially all the capital
stock or assets of the Company or in the case of any statutory
exchange of securities with another corporation (including any
exchange effected in connection with a merger of another
corporation into the Company) subsequent to ___________, 1996,
the Holder shall have the right to exercise this Option and the
Warrants included herein at such time and receive the kind and
amount of shares of stock and other securities and property
(including cash) which a holder of the number of shares of Common
Stock underlying this Option and the Warrants included in this
Option would have owned or been entitled to receive had this
Option been exercised immediately prior thereto.
(b) Between _______, 1998 and _______,2001, inclusive, the
Holder shall have the option to purchase Option Units hereunder
at a price of $____ per Unit. For purposes of the adjustments
under Section 8 hereof, the Per Share Exercise Price shall be
deemed to be $____, subject to further adjustment as provided in
such Section 8.
(c) After _________, 2001 the Holder shall have no right to
purchase any Units hereunder.
2. (a) The rights represented by this Option may be exercised at
any time within the period above specified, in whole or in part, by (i) the
surrender of this Option (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 Option Units 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 herein. This
Option 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 this
Option is surrendered and payment is made in accordance
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with the foregoing provisions of this Section 2, and the person or persons in
whose name or names the certificates for shares of Common Stock and Warrants
shall be issuable upon such exercise shall become the holder or holders of
record of such Common Stock and Warrants at that time and date. The
certificates for the Common Stock and Warrants so purchased shall be delivered
to the Holder as soon as practicable but not later than ten (10) days after the
rights represented by this Option shall have been so exercised.
(b) At any time during the period above specified, during which
this Option may be exercised, the Holder may, at its option, exchange this
Option, in whole or in part (an "Option Exchange"), into the number of Option
Units determined in accordance with this Section (b), by surrendering this
Option at the principal office of the Company or at the office of its stock
transfer agent, accompanied by a notice stating such ▇▇▇▇▇▇'s intent to effect
such exchange, the number of Option Units into which this Option is to be
exchanged and the date on which the Holder requests that such Option Exchange
occur (the "Notice of Exchange"). The Option Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares of Common Stock and Warrants issuable upon such Option Exchange and, if
applicable, a new Option of like tenor evidencing the balance of the Option
Units remaining subject to this Option, shall be issued as of the Exchange Date
and delivered to the Holder within ten (10) days following the Exchange Date.
In connection with any Option Exchange, this Option shall represent the right
to subscribe for and acquire the number of Option Units (rounded to the next
highest integer) equal to (x) the number of Option Units specified by the
Holder in its Notice of Exchange up to the maximum number of Option Units
subject to this option (the "Total Number") less (y) the number of Option Units
equal to the quotient obtained by dividing (A) the product of the Total Number
and the existing Exercise Price by (B) the Fair Market Value. "Fair Market
Value" shall mean first, if there is a trading market as indicated in
Subsection (i) below for the Units, such Fair Market Value of the Units and if
there is no such trading market in the Units, then Fair Market Value shall have
the meaning indicated in Subsections (ii) through (v) below for the aggregate
value of all shares of Common Stock and Warrants which comprise a Unit:
(i) If the Units are listed on a national securities exchange or
listed or admitted to unlisted trading privileges on such exchange or
listed for trading on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value shall be the average of the
last reported sale prices or the average of the means of the last
reported bid and asked prices, respectively, of the Units on such
exchange or market for the twenty (20) business days ending on the
last business day prior to the Exchange Date; or
(ii) If the Common Stock or Warrants are listed on a national
securities exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on the Nasdaq National Market or the
Nasdaq SmallCap Market, the Fair Market Value shall be the average of
the last reported sale prices or the average of the means of the last
reported bid and asked prices, respectively, of Common
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Stock or Warrants, respectively, on such exchange or market for the
twenty (20) business days ending on the last business day prior to the
Exchange Date; or
(iii) If the Common Stock or Warrants are not so listed or
admitted to unlisted trading privileges, the Fair Market Value shall
be the average of the means of the last reported bid and asked prices
of the Common Stock or Warrants, respectively, for the twenty (20)
business days ending on the last business day prior to the Exchange
Date; or
(iv) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so
reported, the Fair Market Value shall be an amount, not less than book
value thereof as at the end of the most recent fiscal year of the
Company ending prior to the Exchange Date, determined in such
reasonable manner as may be prescribed by the Board of Directors of
the Company; or
(v) If the Warrants are not so listed or admitted to unlisted
trading privileges, and bid and asked prices are not so reported for
Warrants, then Fair Market Value for the Warrants shall be an amount
equal to the difference between (i) the Fair Market Value of the
shares of Common Stock and Warrants which may be received upon the
exercise of the Warrants, as determined herein, and (ii) the Warrant
Exercise Price.
3. Neither this Option nor the underlying securities shall be
transferred, sold, assigned, or hypothecated for a period of two years
commencing on the effective date of the Registration Statement except that they
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, any member participating
in the selling group relating to the Offering or any officer of such selling
group member. Any such assignment shall be effected by the Holder (i) executing
the form of assignment at the end hereof and (ii) surrendering this Option for
cancellation at the office or agency of the Company referred to in Section 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 Section 3 hereof; whereupon the Company shall issue, in
the name or names specified by the Holder (including the Holder) a new Option
or Options of like tenor and representing in the aggregate rights to purchase
the same number of Option Units as are purchasable hereunder.
4. The Company covenants and agrees that all shares of Common Stock
which may be issued as part of the Option Units purchased hereunder and the
Common Stock which may be issued upon exercise of the Warrants will, upon
issuance, be duly and validly issued, fully paid and nonassessable and no
personal liability will attach to the holder thereof. The Company further
covenants and agrees that during the periods within which this Option may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of
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shares of its Common Stock to provide for the exercise of this Option and that
it will have authorized and reserved a sufficient number of shares of Common
Stock for issuance upon exercise of the Warrants included in the Option Units.
5. This Option shall not entitle the Holder to any voting rights or
any other rights, or subject to the Holder to any liabilities, as a stockholder
of the Company.
6. (a) The Company shall advise the Holder or its transferee,
whether the Holder holds the Option or has exercised the Option and holds
Option Units or any of the securities underlying the Option Units, by written
notice at least four weeks prior to the filing of any post-effective amendment
to the Registration Statement or of any new registration statement or
post-effective amendment thereto under the Act covering any securities of the
Company, for its own account or for the account of others, and will for a
period of seven years from the effective date of the Registration Statement,
upon the request of the Holder, include in any such post-effective amendment or
registration statement, such information as may be required to permit a public
offering of the Option, all or any of the Option Units, the Common Stock or
Warrants included in the Option Units or the Common Stock issuable upon the
exercise of the Warrants (the "Registrable Securities").
(b) If any 50% holder (as defined below) shall give notice to
the Company at any time to the effect that such holder desires to register
under the Act this Option, the Option Units or any of the underlying securities
contained in the Option Units under such circumstances that a public
distribution (within the meaning of the Act) of any such securities will be
involved then the Company will promptly, but no later than two weeks after
receipt of such notice, file a post-effective amendment to the current
Registration Statement or a new registration statement on such form as may be
permitted under the Act and as may be selected by the Company, to the end that
the Option, the Option Units and/or any of the securities underlying the Option
Units may be publicly sold under the Act as promptly as practicable thereafter
and the Company will use its best efforts to cause such registration to become
and remain effective (including the taking of such steps as are necessary to
obtain the removal of any stop order); provided, that such 50% 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 filing of a post-effective amendment to the current Registration
Statement or a new registration statement under the Act on one occasion during
the four year period beginning one year from the effective date of the
Registration Statement. The 50% holder may, at its option request the
registration of the Option and/or any of the securities underlying the Option
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 Option Units issuable upon exercise of the Option and even
though the 50% holder has not given notice of exercise of the Option. The 50%
holder may, at its option, request such post-effective amendment or new
registration statement during the described period with respect to the Option,
the Option Units as a unit, or separately as to the Common Stock and/or
Warrants included in the Option Units and/or the Common Stock issuable upon the
exercise of the Warrants, and such
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registration rights may be exercised by the 50% holder prior to or subsequent
to the exercise of the Option.
Within ten days after receiving any such notice pursuant to this
Section 6(b), the Company shall give notice to the other holders of the
Options, advising that the Company is proceeding with such post-effective
amendment or registration statement and offering to include therein the
securities underlying the Options of 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. In the event the registration statement is not
filed within the period specified herein and in the event the registration
statement is not declared effective under the Act prior to ________, 2001,
then, the Company shall extend the Expiration Date of the Option and the
underlying Warrants to a date not less than 120 days after the effective date
of such post-effective amendment or registration statement. All costs and
expenses of the first such post-effective amendment or new registration
statement under this paragraph 6(b) shall be borne by the Company, except that
the holders shall bear the fees of their own counsel and any underwriting
discounts or commissions and expense allowances applicable to any of the
securities sold by them.
The Company will 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 months if requested by the Holder)
from the effective date thereof.
(c) The term "50% holder" as used in this Section 6 shall mean
the holder of at least 50% of the Common Stock and the Warrants underlying the
Options (considered in the aggregate) and shall include any owner or
combination of owners of such securities, which ownership shall be calculated
by determining the number of shares of Common Stock held by such owner or
owners as well as the number of shares then issuable upon exercise of the
Warrants.
(d) Whenever pursuant to Section 6 a registration statement
relating to any Registrable Securities is filed under the Act, amended or
supplemented, the Company shall (i) supply prospectuses and such other
documents as the Holder may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities, (ii) use its
best efforts to register and qualify any of the Registrable Securities for sale
in such states as such Holder designates; provided however, that the Company
shall not for any purpose be required to execute a general consent to service
of process or be obligated to qualify as a dealer in any jurisdiction in which
it is not so qualified, (iii) furnish indemnification in the manner provided in
Section 7 hereof, (iv) notify each Holder of Registrable Securities at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, contains
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and, at the request of any such Holder, prepare and furnish to such
Holder a reasonable number of copies of a supplement to or an
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amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state
material fact required to be stated therein or necessary to make the statements
therein not misleading and (v) do any and all other acts and things which may
be necessary or desirable to enable such Holders to consummate the public sale
or other disposition of the Registrable Securities, The Holder shall furnish
appropriate information in connection therewith and indemnification as set
forth in Section 7.
(e) The Company shall not permit the inclusion of any securities
other than the Registrable Securities to be included in any registration
statement filed pursuant to Section 6(b) hereof without the prior written
consent of the 50% holder.
(f) The Company shall furnish to each Holder participating in
the offering and to each underwriter, if any, a signed counterpart, addressed
to such Holder or underwriter, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (or, if such
registration includes an underwritten public offering, an opinion dated the
date of the closing under the underwriting agreement), and (ii) if such
registration includes an underwritten public offering, a "cold comfort" letter
dated the effective date of such registration statement and dated the date of
the closing under the underwriting agreement signed by the independent public
accountants who have issued a report on the Company's financial statements
included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants' letter, with
respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in accountants' letters
delivered to underwriters in underwritten public offerings of securities.
(g) The Company shall deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonable
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD"). Such investigation shall
include access to non-confidential books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times as any such Holder shall reasonably request.
7. (a) Whenever pursuant to Section 6 a registration statement
relating to the Registrable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each holder of the
Registrable Securities covered by such registration statement, amendment or
supplement (such holder being hereinafter called the "Distributing
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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 securities 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 or any preliminary prospectus or final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise
out of or are based upon the 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 and each such
controlling person and underwriter for any legal or other expenses reasonably
incurred by the Distributing Holder or such controlling person or underwriter
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 specifically for use in the preparation thereof.
(b) Each Distributing Holder will, severally but not jointly, to
indemnify and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities 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 make the statements therein not
misleading, in each case to the extent, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was 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 specifically for
use in the preparation thereof; except that the maximum amount which may be
recovered from the Distributing Holder pursuant to this Section 7 or otherwise
shall be limited to the amount of net proceeds received by the Distributing
Holder from the sale of the Registrable Securities.
(c) Promptly after receipt by an indemnified party under this
Section 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
Section 7.
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(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
Section 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) In addition to the provisions of Section 1(a) of this Option, the
Exercise Price in effect at any time and the number and kind of securities
purchasable upon the exercise of the Options 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, or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller
number of shares, 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 or reclassification shall be adjusted
so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event listed above
shall occur.
(b) Whenever the Exercise Price payable upon exercise of each
Option is adjusted pursuant to Subsection (a) above, (i) the number of
shares of Common Stock included in an Option Unit shall simultaneously
be adjusted by multiplying the number of shares of Common Stock
included in Option Unit immediately prior to such adjustment by the
Exercise Price in effect immediately prior to such adjustment and
dividing the product so obtained by the Exercise Price, as adjusted
and (ii) the number of shares of Common Stock or other securities
issuable upon exercise of the Warrants included in the Option Units
and the exercise price of such Warrants shall be adjusted in
accordance with the applicable terms of the Warrant Agreement.
(c) 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 by reason of this Subsection (c)(i) are not required to be made
shall be carried forward and taken
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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 Common Stock or
securities convertible into Common Stock (including Warrants issuable
upon exercise of this Option).
(d) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly but no later than 10 days after any request
for such an adjustment by the Holder, cause a notice setting forth the
adjusted Exercise Price and adjusted number of Option Units issuable
upon exercise of each Option and, if requested, information describing
the transactions giving rise to such adjustments, to be mailed to the
Holders, at the address set forth herein, and shall cause a certified
copy thereof to be mailed to its 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.
(e) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Holder of this Option
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 this Option 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 (d), inclusive above.
(f) In case any event shall occur as to which the other
provisions of this Section 8 or Section 1(a) hereof are not strictly
applicable but as to which the failure to make any adjustment would
not fairly protect the purchase rights represented by this Option in
accordance with the essential intent and principles hereof then, in
each such case, the Holders of Options representing the right to
purchase a majority of the Option Units may appoint a firm of
independent public accountants reasonably acceptable to the Company,
which shall give their opinion as to the adjustment, if any, on a
basis consistent with the essential intent and principles established
herein, necessary to preserve the purchase rights represented by the
Options. Upon receipt of such opinion, the Company will promptly mail
a copy thereof to the Holder of this Option and shall make the
adjustments described
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therein. The fees and expenses of such independent public accountants
shall be borne by the Company.
9. This Agreement shall be governed by and in accordance with
the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, The Marquee Group, Inc. has caused this Option to
be signed by its duly authorized officers under its corporate seal, and this
Option to be dated ____________, 1996.
THE MARQUEE GROUP, INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
(Corporate Seal)
Attest:
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▇▇▇▇▇ ▇▇▇, Secretary
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PURCHASE FORM
(To be signed only upon exercise of option)
The undersigned, the holder of the foregoing Option, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, Units of The Marquee Group, Inc., each Unit
consisting of one share of $.01 Par Value Common Stock and one Warrant to
purchase one share of Common Stock and herewith makes payment of $_________
thereof
Dated: _________, 19__. Instructions for Registration of Stock and Warrants
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Print Name
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Address
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Signature
OPTION EXCHANGE
The undersigned, pursuant to the provisions of the foregoing Option,
hereby elects to exchange its Option for _________ Units of The Marquee Group,
Inc., each Unit consisting of one share of $.01 Par Value Common Stock and one
Warrant to purchase one share of Common Stock, pursuant to the Option Exchange
provisions of the Option.
Dated: _____________, 19__.
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Print Name
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Address
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Signature
TRANSFER FORM
(To be signed only upon transfer of the Option)
For value received, the undersigned hereby sells, assigns, and
transfers unto the right to purchase Units represented by the foregoing Option
to the extent of ______ Units , and appoints _____________ attorney to transfer
such rights on the books of The Marquee Group, Inc., with full power of
substitution in the premises.
Dated: _______________, 19__
ROYCE INVESTMENT GROUP, INC.
By:
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Address
In the presence of: