Option to Purchase
335,000 Units
The Marquee Group, Inc.
Unit Purchase Option
Dated: December 11, 1996.
THIS CERTIFIES THAT ___________________________ (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 at any time
from the Separation Date (as defined in the Warrant Agreement) until December
5, 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 December 5, 1996 (the "Registration Statement"). This
Option, together with options of like tenor, constituting in the aggregate
options (the "Options") to purchase 335,000 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 3,350,000 Units (the "Public Units") through the Underwriters,
in consideration of $335 received for the Options.
Except as specifically otherwise provided herein, the Common
Stock and the Warrants issued pursuant to the Options 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 December 5, 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
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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 December 5, 1996
to December 4, 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 December 5, 1996,
the Holder shall have the right to exercise this
Option and the Warrants included herein at such time
or thereafter 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 December 5, 1997 and December
5, 2001, inclusive, the Holder shall have the option
to purchase Option Units hereunder at a price of
$8.25 per Unit. For purposes of the adjustments
under Section 8 hereof, the Per Share Exercise Price
shall be deemed to be $7.50, subject to further
adjustment as provided in such Section 8.
(c) After December 5, 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
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the close of business on the date this Option is surrendered and payment is
made in accordance 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
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the means of the last reported bid and asked prices,
respectively, of Common 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 one year
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
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exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of its Common Stock to provide for the exercise of
this Option and that it will haveauthorized 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 Options, 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 Options, 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
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Option Units and/or the Common Stock issuable upon the exercise of the
Warrants, and such 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. 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 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
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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
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,
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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.
(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
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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 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,
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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 therein. The fees and expenses of such independent
public accountants shall be borne by the Company.
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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 as of the date first written above.
THE MARQUEE GROUP, INC.
By: ____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
(Corporate Seal)
Attest:
--------------------------
▇▇▇▇▇ ▇▇▇, Secretary
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 ___ shares of $.01 Par Value Common Stock and one Warrant to
purchase ___ 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 ___ shares of $.01 Par Value Common Stock
and one Warrant to purchase ___ shares 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: