Warrants to Purchase Common Stock - Infogrames Inc. and California US HOldings Inc.
[FORM OF FACE OF WARRANT CERTIFICATE]
THE WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANTS
(THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR IN A
TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, UNLESS PREVIOUSLY
REGISTERED UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY; (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE); (C) TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A; (D) PURSUANT TO AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
Certificate for 225,000 Warrants
WARRANTS TO PURCHASE COMMON STOCK
OF
INFOGRAMES, INC.
(formerly GT Interactive Software Corp.)
THIS CERTIFIES THAT California U.S. Holdings, Inc., or its
registered assigns, is the registered holder of the number of Warrants set forth
above (the "Warrants"). Each Warrant entitles the holder thereof (the "Holder"),
at its option and subject to the provisions contained herein and in the Warrant
Agreement referred to below, to purchase from Infogrames, Inc. (formerly GT
Interactive Software Corp.), a Delaware corporation (the "Company"), one share
of common stock, $0.01 par value, of the Company (the "Common Stock") at the per
share exercise price of $0.01 (the "Exercise Price"), or by Cashless Exercise
referred to below. This Warrant Certificate shall terminate and become void as
of the close of business on February 15, 2005 (the
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"Expiration Date") or upon the exercise hereof as to all the shares of Common
Stock subject hereto. The number of shares purchasable upon exercise of the
Warrants shall be subject to adjustment from time to time as set forth in the
Warrant Agreement.
This Warrant Certificate is issued under and in accordance
with a Warrant Agreement dated as of February 15, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Warrant Agreement"),
among the Company and the parties referred to therein, and is subject to the
terms and provisions contained in the Warrant Agreement. The Warrant Agreement
is hereby incorporated herein by reference and made a part hereof. Reference is
hereby made to the Warrant Agreement for a full statement of the respective
rights, limitations of rights, duties and obligations of the Company and the
Holder of the Warrants. Capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Warrant Agreement.
Subject to the terms of the Warrant Agreement, the Warrants
may be exercised in whole or in part (i) by surrender of this Warrant
Certificate with the form of election to purchase Warrant Shares attached hereto
duly executed and with the simultaneous payment of the Exercise Price in cash
(subject to adjustment) to the Company or (ii) by Cashless Exercise. Payment of
the Exercise Price in cash shall be made in cash or by certified or official
bank check payable to the order of the Company or by wire transfer of funds to
an account designated by the Company for such purpose. Payment by Cashless
Exercise shall be made by the surrender of a Warrant or Warrants represented by
one or more Warrant Certificates and without payment of the Exercise Price in
cash, in exchange for the issuance of such number of shares of Common Stock
equal to the product of (1) the number of shares of Common Stock for which such
Warrant would otherwise then be nominally exercised if payment of the Exercise
Price were being made in cash and (2) the Cashless Exercise Ratio.
The Warrants shall be exercisable from time to time in the
discretion of the Holder on or after February 28, 2000, provided, that in no
event shall the Warrants be exercisable after the Expiration Date.
In the event the Company enters into a Combination, the Holder
hereof shall exercise the Warrants evidenced by this Warrant Certificate and
will be entitled to receive upon exercise of the Warrants the shares of capital
stock or other securities or other property of such surviving entity as such
Holder would have been entitled to receive upon or as the result of such
Combination had the Holder exercised its Warrants immediately prior to such
Combination; provided, that in the event that, in connection with such
Combination, consideration to holders of Common Stock in exchange for their
shares is payable solely in cash or in the event of the dissolution, liquidation
or winding-up of the Company, the Holder hereof will be entitled to receive
distributions on an equal basis with the holders of Common Stock or other
securities issuable upon exercise of the Warrants, as if the Warrants had been
exercised immediately prior to such events, less the Exercise Price.
The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the
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Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not
for any exchange or original issuance (not involving a transfer) with respect to
temporary Warrant Certificates, the exercise of the Warrants or the Warrant
Shares.
Upon any partial exercise of the Warrants, there shall be
issued to the Holder hereof a new Warrant Certificate in respect of the shares
of Common Stock as to which the Warrants shall not have been exercised. This
Warrant Certificate may be exchanged by presenting this Warrant Certificate to
the Company properly endorsed with a request to exchange this Warrant
Certificate for other Warrant Certificates evidencing an equal number of
Warrants. No fractional Warrant Shares will be issued upon the exercise of the
Warrants, but the Company shall pay an amount in cash equal to the Current
Market Value for one Warrant Share on the date the Warrant is exercised,
multiplied by such fraction, computed to the nearest whole cent.
The Warrants do not entitle any holder hereof to any of the
rights of a stockholder of the Company. All shares of Common Stock issuable by
the Company upon the exercise of the Warrants shall, upon such issuance, be duly
and validly issued and fully paid and non-assessable.
INFOGRAMES, INC.
By: /s/ David J. Fremed
-----------------------------
Title: David J. Fremed
Name: CFO
[SEAL]
Attest: /s/ Denis Guyennot
-------------------------------
Secretary
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FORM OF ELECTION TO PURCHASE WARRANT SHARES
(to be executed only upon exercise of Warrants)
The undersigned hereby irrevocably elects to exercise [ ]
Warrants at an exercise price per Warrant (subject to adjustment) of $0.01 to
acquire an equal number of shares of Common Stock of Infogrames, Inc. on the
terms and conditions specified in the within Warrant Certificate and the Warrant
Agreement therein referred to, surrenders this Warrant Certificate and all
right, title and interest therein to Infogrames, Inc. and directs that the
shares of Common Stock deliverable upon the exercise of such Warrants be
registered or placed in the name and at the address specified below and
delivered thereto.
Date: ____________, 20 __ _______________________________
(Signature of Owner)
_______________________________
(Street Address)
_______________________________
(City) (State) (Zip Code)
Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Any unexercised Warrants evidenced by the within Warrant Certificate to be
issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER OF WARRANTS
Re: Warrants to Purchase Common Stock (the "Warrants") of Infogrames, Inc.
(the "Company")
This Certificate relates to __________ Warrants held in
definitive form by _______________ (the "Transferor").
The Transferor has requested the Company by written order to
exchange or register the transfer of a Warrant or Warrants. In connection with
such request and in respect of each such Warrant, the Transferor does hereby
certify that the Transferor is familiar with the Warrant Agreement relating to
the above captioned Warrants and that the transfer of this Warrant does not
require registration under the Securities Act of 1933 (the "Securities Act"),
because(1):
[ ] Such Warrant is being acquired for the Transferor's own
account without transfer.
[ ] Such Warrant is being transferred to the Company.
[ ] Such Warrant is being transferred in a transaction meeting the
requirements of Rule 144 under the Securities Act.
[ ] Such Warrant is being transferred to a qualified institutional
buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule
144A.
[ ] Such Warrant is being transferred pursuant to an offshore
transaction in accordance with Rule 904 under the Securities Act.
[ ] Such Warrant is being transferred pursuant to another
available exemption from the registration requirements under the Securities Act.
The Company is entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.
[INSERT NAME OF TRANSFEROR]
By ________________________
Title:
Date:
_________
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