{"id":41365,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-lucas-licensing-ltd-and-hasbro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-lucas-licensing-ltd-and-hasbro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-lucas-licensing-ltd-and-hasbro-inc.html","title":{"rendered":"Warrant &#8211; Lucas Licensing Ltd. and Hasbro Inc."},"content":{"rendered":"<pre>\n         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE\n         SECURITIES LAWS. NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF SUCH\n         SECURITIES MAY BE EFFECTED WITHOUT (A) (i) AN EFFECTIVE REGISTRATION\n         STATEMENT RELATING THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER,\n         REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT\n         REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND\n         EXCHANGE COMMISSION, AND (B) OTHERWISE COMPLYING WITH THE PROVISIONS OF\n         ARTICLE III OF THIS WARRANT.\n\n         THIS WARRANT MAY NOT BE TRANSFERRED (i) OTHER THAN TO AN AFFILIATE (AS\n         DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED), (ii) FOLLOWING A\n         CHANGE IN CONTROL OR (iii) IN CONNECTION WITH THE SALE OF ALL OR\n         SUBSTANTIALLY ALL OF THE ASSETS, BUSINESS OR CAPITAL STOCK OF HOLDER,\n         AS PROVIDED HEREIN.\n\n                                     WARRANT\n                       TO PURCHASE SHARES OF COMMON STOCK\n                               AS HEREIN DESCRIBED\n\n                             Dated October 14, 1997\n\n         This certifies that for value received:\n\n                              LUCAS LICENSING LTD.\n\nor registered assigns, is entitled, subject to the terms set forth herein, to\npurchase from Hasbro, Inc., a Rhode Island corporation (the 'Company'), up to\n3,900,000 fully paid and nonassessable shares of the Common Stock of the\nCompany, at the exercise price of twenty-eight dollars ($28.00) per share. The\nnumber of shares purchasable hereunder and the Exercise Price are subject to\nadjustment in certain events, all as more fully set forth under Article IV\nherein.\n\n                                   ARTICLE I.\n                                   DEFINITIONS\n\n         'Additional Stock' means any of Common Stock, Convertible Securities\nand Options.\n\n         'Change in Control' means:\n\n         A. The acquisition (or series of related acquisitions) by any\nindividual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)\nof the Securities Exchange Act of 1934, as amended (the '1934 Act') of\nbeneficial ownership (within the meaning of Rule 13d-3 promulgated under the\n1934 Act) of 20% or more of either (x) the then outstanding shares of Common\nStock (the 'Outstanding Common Stock') or (y) the combined voting power of the\nthen outstanding voting securities of the Company entitled to vote generally in\nthe election of directors (the 'Outstanding Voting Securities'); provided,\nhowever, that the following acquisitions shall not constitute a Change in\nControl: (i) any acquisition (or series of related acquisitions) directly from\nthe Company or any of its subsidiaries of shares that would constitute, after\nissuance, or any acquisition (or series of related acquisitions) consented to by\nthe Board of Directors of the \n\n\nCompany of outstanding shares constituting, in the aggregate, less than 40% of\nthe Outstanding Voting Securities, (ii) any acquisition by the Company or any of\nits subsidiaries, (iii) any acquisition by any employee benefit plan (or related\ntrust) sponsored or maintained by the Company or any of its subsidiaries, (iv)\nany acquisition by Alan or Sylvia Hassenfeld, members of their respective\nimmediate families, or heirs of Alan or Sylvia Hassenfeld or of any member of\ntheir respective immediate families, the Sylvia Hassenfeld Trust, the Merrill\nHassenfeld Trust, the Alan Hassenfeld Trust, the Hassenfeld Foundation, any\ntrust or foundation established by or for the primary benefit of any of the\nforegoing, or controlled by one or more of any of the foregoing, or any\naffiliates or associates (as such terms are defined in Rule 12b-2 promulgated\nunder the 1934 Act) of any of the foregoing (such holders described in clauses\n(ii) and (iii) and in this clause (iv), the 'Permitted Acquirors') or (v) any\nacquisition by any corporation with respect to which, following such\nacquisition, (a) more than 50% of, respectively, the then outstanding shares of\ncommon stock of such corporation and the combined voting power of the then\noutstanding voting securities of such corporation entitled to vote generally in\nthe election of directors is then beneficially owned, directly or indirectly, by\nall or substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Common Stock and the Outstanding Voting\nSecurities immediately prior to such acquisition in substantially the same\nproportions as their ownership, immediately prior to such acquisition, of the\nOutstanding Common Stock and Outstanding Voting Securities, as the case may be,\nand (b) less than 40% of such outstanding shares of common stock of such\ncorporation and of such combined voting power of such outstanding voting\nsecurities is then beneficially owned, directly or indirectly, by an individual,\nentity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934\nAct), other than the Permitted Acquirors; or\n\n         B. Any event in which individuals who as of the Closing Date constitute\nthe Board of Directors of the Company (the 'Incumbent Board') cease for any\nreason to constitute at least a majority of the Board; provided, however, that\nany individual becoming a director subsequent to the Closing Date, whose\nelection, or nomination for election by the Company's shareholders, was approved\nby a vote of at least a majority of the directors then comprising the Incumbent\nBoard shall be considered as though such individual were a member of the\nIncumbent Board, but excluding, for this purpose, any such individual whose\ninitial assumption of office occurs as a result of either an actual or\nthreatened election contest (as such terms are used in Rule 14a-11 of Regulation\n14A promulgated under the 1934 Act) or other actual or threatened solicitation\nof proxies or consents; or\n\n         C. A reorganization, merger or consolidation involving the Company\n(whether or not the Company is the surviving entity), in each case, with respect\nto which (i) all or substantially all of the individuals and entities who were\nthe beneficial owners, respectively, of the Outstanding Common Stock and\nOutstanding Voting Securities immediately prior to such reorganization, merger\nor consolidation do not, following such reorganization, merger or consolidation,\nbeneficially own, directly or indirectly, more than 50% of, respectively, the\nthen outstanding shares of common stock and the combined voting power of the\nthen outstanding voting securities entitled to vote generally in the election of\ndirectors, as the case may be, of the corporation resulting from such\nreorganization, merger or consolidation in substantially the same proportions as\ntheir ownership immediately prior to such reorganization, merger or\nconsolidation, of the Outstanding Common Stock and Outstanding Voting\nSecurities, as the case may be, and (ii) following such reorganization, merger\nor consolidation, no individual, entity or group (within the meaning of Section\n13(d)(3) or 14(d)(2) of the 1934 Act), other than the Permitted Acquirors,\nbeneficially owns, directly or indirectly, 40% or more of such outstanding\nshares of common stock of such surviving corporation and of such combined voting\npower of such outstanding voting securities; or\n\n         D. (i) A complete liquidation or dissolution of the Company or (ii) the\nsale or other disposition of all or substantially all of the assets of the\nCompany (in one transaction or a series of related transactions), other than to\na corporation, with respect to which following such sale or other disposition,\n(A) more than 50% of, respectively, the then outstanding shares of common stock\nof such corporation and \n\n                                       2\n\n :  PG$PCN&gt;\nthe combined voting power of the then outstanding voting securities of such\ncorporation entitled to vote generally in the election of directors is then\nbeneficially owned, directly or indirectly, by all or substantially all of the\nindividuals and entities who were the beneficial owners, respectively, of the\nOutstanding Common Stock and Outstanding Voting Securities immediately prior to\nsuch sale or other disposition in substantially the same proportion as their\nownership, immediately prior to such sale or other disposition, of the\nOutstanding Common Stock and Outstanding Voting Securities, as the case may be,\nand (B) less than 40% of such outstanding shares of common stock of such\ncorporation and of such combined voting power of the outstanding voting\nsecurities of such corporation is then beneficially owned, directly or\nindirectly, by an individual entity or group (within the meaning of Section\n13(d)(3) or 14(d)(2) of the 1934 Act), other than the Permitted Acquirors; or\n\n         E. The acquisition (or series of related acquisitions) by a Competitor\nof beneficial ownership (within the meaning of Rule 13d-3 promulgated under the\n1934 Act) of 20% or more of either (x) the Outstanding Common Stock or (y) the\nOutstanding Voting Securities unless such Competitor is approved by Holder as a\npassive investor in the Company, such approval not to be unreasonably withheld.\n\n         'Charter' means the certificate of incorporation of the Company, as\nfiled with the Rhode Island Secretary of State.\n\n         'Closing Date' means October 14, 1997.\n\n         'Commission' means the Securities and Exchange Commission, or any other\nfederal agency then administering the Securities Exchange Act of 1934 or the\nSecurities Act.\n\n         'Common Stock' means the Company's Common Stock, par value $.50 per\nshare, any stock into which such stock shall have been changed or any stock\nresulting from any reclassification of such stock, and any other capital stock\nof the Company of any class or series now or hereafter authorized having the\nright to share in distributions either of earnings or assets of the Company\nwithout limit as to amount or percentage.\n\n         'Company' means Hasbro, Inc., a Rhode Island corporation, and any\nsuccessor corporation.\n\n         'Competitor' means a Person or group of Persons (within the meaning of\nSection 13(d)(3) or 14(d)(2) of the 1934 Act) engaged as a significant part of\nits or their business in the business of producing or distributing any\nentertainment properties including, without limitation, motion pictures,\ntelevision production, and interactive educational and entertainment products.\n\n         'Convertible Securities' means evidences of indebtedness, shares of\nstock or other securities which are convertible into or exchangeable for, with\nor without payment of additional consideration, shares of Common Stock, either\nimmediately or upon the arrival of a specified date or the happening of a\nspecified event or both.\n\n         'Employee Securities' shall mean all securities of the Company issued\nor sold after October 14, 1997 to employees, consultants, officers or directors\nof the Company with the approval of, or pursuant to a plan approved by, the\nBoard of Directors or any duly authorized committee thereof.\n\n         'Exercise Period' means the period commencing on the earlier of (i) the\nU.S. Release Date of Episode I and (ii) the occurrence of a Change in Control\nand terminating at 5:00 p.m. Pacific Time on the eleventh anniversary of the\nClosing Date.\n\n                                       3\n\n\n         'Exercise Price' means the exercise price per share of Common Stock set\nforth in the Preamble to this Warrant, as such price may be adjusted pursuant to\nArticle IV hereof.\n\n         'Fair Market Value' means with respect to a share of Common Stock at\nany date:\n\n                  (i) If shares of Common Stock are being sold pursuant to a\npublic offering under an effective registration statement under the Securities\nAct which has been declared effective by the Commission and Fair Market Value is\nbeing determined as of the closing of the public offering, the 'per share price\nto public' specified for such shares in the final prospectus for such public\noffering;\n\n                  (ii) If shares of Common Stock are then listed or admitted to\ntrading on any national securities exchange or traded on any national market\nsystem and Fair Market Value is not being determined as of the date described in\nclause (i) of this definition, the average of the daily closing prices for the\ntwenty trading days before such date. The closing price for each day shall be\nthe last sale price on such date or, if no such sale takes place on such date,\nthe average of the closing bid and asked prices on such date, in each case as\nofficially reported on the principal national securities exchange or national\nmarket system on which such shares are then listed, admitted to trading or\ntraded;\n\n                  (iii) If no shares of Common Stock are then listed or admitted\nto trading on any national securities exchange or traded on any national market\nsystem or being offered to the public pursuant to a registration described in\nclause (i) of this definition, the average of the reported closing bid and asked\nprices thereof on such date in the over-the-counter market as shown by the\nNasdaq Stock Market or, if such shares are not then quoted in such system, as\npublished by the National Quotation Bureau, Incorporated or any similar\nsuccessor organization, and in either case as reported by any member firm of the\nNew York Stock Exchange selected by the Company and reasonably acceptable to the\nHolder;\n\n                  (iv) If no shares of Common Stock are then listed or admitted\nto trading on any national exchange or traded on any national market system, if\nno closing bid and asked prices thereof are then so quoted or published in the\nover-the-counter market and if no such shares are being offered to the public\npursuant to a registration described in clause (i) of this definition, the fair\nvalue of a share of Common Stock shall be as determined by an investment bank\nselected by Company with the approval of the Holder (which approval shall not be\nunreasonably withheld or delayed), the costs of such investment banker to be\npaid by the Company.\n\n         'Fiscal Year' means the fiscal year of the Company.\n\n         'Holder' means the person in whose name this Warrant is registered on\nthe books of the Company maintained for such purpose and any transferee\npermitted under the terms of this Warrant of all or a portion of this Warrant.\n\n         'Option' means any right, warrant or option to subscribe for or\npurchase shares of Common Stock or Convertible Securities.\n\n         'Person' means and includes natural persons, corporations, limited\npartnerships, general partnerships, limited liability companies, joint stock\ncompanies, joint ventures, associations, companies, trusts, banks, trust\ncompanies, land trusts, business trusts, government entities and authorities and\nother organizations, whether or not legal entities.\n\n         'Principal Executive Office' means the Company's office at 1027 Newport\nAvenue, Pawtucket, Rhode Island 02862 or such other office as designated in\nwriting to the Holder by the Company.\n\n                                       4\n\n\n         'Register,' 'Registered' and 'Registration' refer to a registration\neffected by preparing and filing a registration statement in compliance with the\nSecurities Act, and the declaration or ordering of the effectiveness of such\nregistration statement.\n\n         'Rule 144' means Rule 144 as promulgated by the Commission under the\nSecurities Act, as such Rule may be amended from time to time, or any similar\nsuccessor rule that the Commission may promulgate.\n\n         'Securities Act' means the Securities Act of 1933, as amended, or any\nsuccessor federal statute, and the rules and regulations of the Commission\npromulgated thereunder, all as the same shall be in effect from time to time.\n\n         'Shareholder' means the person who was previously the Holder and has\nexercised all or a portion of this Warrant.\n\n         'U.S. Release Date of Episode I' means the initial theatrical release\nin the United States of the first prequel theatrical motion picture to the\nclassic Star Wars trilogy.\n\n         'Warrant' means the warrant dated as of Closing Date issued to the\nHolder and all warrants issued upon the partial exercise, transfer or division\nof or in substitution for any Warrant.\n\n         'Warrant Shares' means the shares of Common Stock issued or issuable\nupon the exercise of this Warrant provided that if under the terms hereof there\nshall be a change such that the securities purchasable hereunder shall be issued\nby an entity other than the Company or there shall be a change in the type or\nclass of securities purchasable hereunder, then the term shall mean the\nsecurities issued or issuable upon the exercise of the rights granted hereunder.\n\n                                   ARTICLE II.\n                                    EXERCISE\n\n         2.1. Exercise Right; Manner of Exercise. The purchase rights\nrepresented by this Warrant may be exercised by the Holder, in whole or in part,\nat any time and from time to time during the Exercise Period upon (i) surrender\nof this Warrant, together with an executed notice of exercise, substantially in\nthe form of Exhibit 'D-1' ('Notice of Exercise') attached hereto, at the\nPrincipal Executive Office, and (ii) payment to the Company of the aggregate\nExercise Price for the number of Warrant Shares specified in the Notice of\nExercise (such aggregate Exercise Price, the 'Total Exercise Price'). The Total\nExercise Price shall be paid by check; provided, however, that if the Warrant\nShares are acquired in conjunction with a Registration of such Warrant Shares,\nthen the Holder may arrange for the aggregate Exercise Price for such Warrant\nShares to be paid to the Company from the proceeds of the sale of such Warrant\nShares pursuant to such Registration. The Person or Person(s) in whose name(s)\nany certificate(s) representing the Warrant Shares which are issuable upon\nexercise of this Warrant shall be deemed to become the Holder(s) of, and shall\nbe treated for all purposes as the record holder(s) of, such Warrant Shares, and\nsuch Warrant Shares shall be deemed to have been issued, immediately prior to\nthe close of business on the date on which this Warrant and Notice of Exercise\nare presented and payment made for such Warrant Shares, notwithstanding that the\nstock transfer books of the Company shall then be closed or that certificates\nrepresenting such Warrant Shares shall not then be actually delivered to such\nPerson or Person(s). Certificates for the Warrant Shares so purchased shall be\ndelivered to the Holder within two business days after this Warrant is\nexercised. If this Warrant is exercised in part only, the Company shall, upon\nsurrender of this Warrant for cancellation, deliver a new Warrant evidencing the\nrights of the Holder to purchase the balance of the Warrant Shares which the\nHolder is entitled to purchase hereunder. The issuance of Warrant Shares upon\nexercise of this Warrant shall be made without charge to the Holder for \n\n                                       5\n\n\nany issuance tax with respect thereto or any other cost incurred by the Company\nin connection with the exercise of this Warrant and the related issuance of\nWarrant Shares.\n\n         2.2. Conversion of Warrant.\n\n                  (a) Right to Convert. In addition to, and without limiting,\nthe other rights of the Holder hereunder, the Holder shall have the right (the\n'Conversion Right') to convert this Warrant or any part hereof into Warrant\nShares at any time and from time to time during the term hereof. Upon exercise\nof the Conversion Right, the Company shall deliver to the Holder, without\npayment by the Holder of any Exercise Price or any cash or other consideration,\nthat number of Warrant Shares computed using the following formula:\n\n                                     X= Y (A-B)\n                                     ----------  \n                                          A\n\nWhere:            X= The number of Warrant Shares to be issued to the Holder\n\n                  Y= The number of Warrant Shares purchasable pursuant to this\n                     Warrant or such lesser number of Warrant Shares as may be\n                     selected by the Holder\n\n                  A= The Fair Market Value of one Warrant Share as of the\n                     Conversion Date\n\n                  B= The Exercise Price\n\n                  (b) Method of Exercise. The Conversion Right may be exercised\nby the Holder by the surrender of this Warrant at the Principal Executive\nOffice, together with a written statement (the 'Conversion Statement')\nspecifying that the Holder intends to exercise the Conversion Right and\nindicating the number of Warrant Shares to be acquired upon exercise of the\nConversion Right. Such conversion shall be effective upon the Company's receipt\nof this Warrant, together with the Conversion Statement, or on such later date\nas is specified in the Conversion Statement (the 'Conversion Date') and, at the\nHolder's election, may be made contingent upon the closing of the consummation\nof the sale of Common Stock pursuant to a Registration. Certificates for the\nWarrant Shares so acquired shall be delivered to the Holder within a reasonable\ntime, not exceeding two business days after the Conversion Date. If applicable,\nthe Company shall, upon surrender of this Warrant for cancellation, deliver a\nnew Warrant evidencing the rights of the Holder to purchase the balance of the\nWarrant Shares which Holder is entitled to purchase hereunder. The issuance of\nWarrant Shares upon exercise of this Warrant shall be made without charge to the\nHolder for any issuance tax with respect thereto or any other cost incurred by\nthe Company in connection with the conversion of this Warrant and the related\nissuance of Warrant Shares; provided that the Holder will be responsible for any\ntransfer taxes in respect of the issuance of Warrant Shares to a Person other\nthan the Holder.\n\n         2.3. Fractional Shares. The Company shall not issue fractional shares\nof Common Stock upon any exercise or conversion of this Warrant. As to any\nfractional share of Common Stock which the Holder would otherwise be entitled to\npurchase from the Company upon such exercise or conversion, the Company shall\npurchase from the Holder such fractional share at a price equal to an amount\ncalculated by multiplying such fractional share (calculated to the nearest\n1\/100th of a share) by the Fair Market Value of a share of Common Stock on the\ndate of the Notice of Exercise or the Conversion Date, as applicable. Payment of\nsuch amount shall be made in cash or by check payable to the order of the Holder\nat the time of delivery of any certificate or certificates arising upon such\nexercise or conversion.\n\n                                       6\n\n\n         2.4. Continued Validity. A Shareholder shall be entitled to all rights\nwhich a Holder of this Warrant is entitled pursuant to the provisions of this\nWarrant, except rights which by their terms apply only to a Warrant.\n\n                                  ARTICLE III.\n                       TRANSFER, EXCHANGE AND REPLACEMENT\n\n         3.1. Maintenance of Registration Books. The Company shall keep at the\nPrincipal Executive Office a register in which, subject to such reasonable\nregulations as it may prescribe, it shall provide for the registration, transfer\nand exchange of this Warrant. The Company and any Company agent may treat the\nPerson in whose name this Warrant is registered as the owner of this Warrant for\nall purposes whatsoever, and neither the Company nor any Company agent shall be\naffected by any notice to the contrary.\n\n         3.2. Restrictions on Transfers.\n\n                  (a) Compliance with Securities Act. The Holder, by acceptance\nhereof hereby makes the representations set forth in Exhibit D-2 with respect to\nits acquisition of this Warrant and agrees that this Warrant and the Common\nStock to be issued to the Holder upon exercise hereof are being acquired for\ninvestment, solely for the Holder's own account and not as a nominee for any\nother Person, and that the Holder will not offer, sell or otherwise dispose of\nthis Warrant or any such shares of Common Stock except under circumstances which\nwill not result in a violation of the Securities Act or this Agreement. Unless\nregistered under the Securities Act, upon exercise of this Warrant (other than\nthrough conversion of the Warrant on or after two years from the date hereof),\nthe Holder shall confirm in writing, by executing the form attached as Exhibit\n'D-2' hereto, that the shares of Common Stock purchased thereby are being\nacquired for investment, solely for the Holder's own account and not as a\nnominee for any other Person, and not with a view toward distribution or resale.\n\n                  (b) Certificate Legends. This Warrant and all Warrant Shares\nissued upon exercise of this Warrant (unless Registered under the Securities\nAct) shall be stamped or imprinted with legends in substantially the following\nform (in addition to any legends required by applicable state securities laws):\n\n         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE\n         SECURITIES LAWS. NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF SUCH\n         SECURITIES MAY BE EFFECTED WITHOUT (A) (i) AN EFFECTIVE REGISTRATION\n         STATEMENT RELATING THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER,\n         REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT\n         REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND\n         EXCHANGE COMMISSION AND (B) OTHERWISE COMPLYING WITH THE PROVISIONS OF\n         ARTICLE III OF THE WARRANT UNDER WHICH THIS SECURITY WAS ISSUED.\n\n                           In addition, the Warrant shall be stamped or\nimprinted with a legend in substantially the following form:\n\n         THIS WARRANT MAY NOT BE TRANSFERRED (i) OTHER THAN TO AN AFFILIATE (AS\n         DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED) (ii) FOLLOWING A\n         CHANGE IN CONTROL OR (iii) IN \n\n                                       7\n\n\n         CONNECTION WITH THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS,\n         BUSINESS OR CAPITAL STOCK OF HOLDER, ALL AS PROVIDED HEREIN.\n\n                  (c) Additional Restriction on Transfer. The Holder shall not\nsell, assign or otherwise transfer, pledge or hypothecate all or part of this\nWarrant prior to a Change in Control without the prior written consent of the\nCompany, which consent may be withheld in the Company's sole discretion;\nprovided that (x) any such sale, assignment or other transfer by the Holder of\nthe Warrant in its entirety to an entity owned or controlled by the Holder (but\nonly for so long as it remains so owned or controlled and such entity agrees (i)\nto be bound by the terms and conditions of this Warrant pursuant to an agreement\nreasonably acceptable to the Company ('Assumption Agreement') and (ii) to\ntransfer this Warrant back to the Holder if it ceases to be owned or controlled\nby the Holder), (y) any such sale, assignment or other transfer by the Holder of\nthe Warrant in connection with (i) the merger, consolidation or reorganization\nof the Holder, (ii) the sale, assignment, transfer or other disposition of all\nor substantially all of the Holder's assets or business in one or more related\ntransactions or (iii) the sale, assignment, transfer or other disposition of all\nor substantially all of the Holder's capital stock, provided that any transferee\ndescribed in this clause (y) executes an Assumption Agreement, (z) a bona fide\npledge or hypothecation (so long as any sale, assignment or other transfer in\nconnection with any attempted foreclosure of such a pledge or hypothecation\nwould require such consent from the Company), and (zz) any transfer to a Person\ndirectly or indirectly controlling the Holder, provided such Person executes an\nAssumption Agreement, may be effected without any such consent.\n\n                  (d) Disposition of Warrant Shares. With respect to any offer,\nsale or other disposition of any Warrant Shares issued upon exercise of this\nWarrant prior to Registration of such shares, the Shareholder agrees to give\nwritten notice to the Company prior thereto, describing briefly the manner\nthereof, together with a written opinion of the Shareholder's counsel, if\nreasonably requested by the Company, to the effect that such offer, sale or\nother disposition may be effected without Registration under the Securities Act\nor qualification under any applicable state securities laws of such Warrant\nShares and indicating whether or not under the Securities Act certificates for\nsuch Warrant Shares to be sold or otherwise disposed of, require any restrictive\nlegend as to applicable restrictions on transferability in order to insure\ncompliance with the Securities Act and any other applicable securities laws,\nsuch opinion to be in form and substance reasonably satisfactory to the Company.\nPromptly upon receiving such written notice and reasonably satisfactory opinion,\nif so requested, the Company, as promptly as practicable, shall notify the\nShareholder that it may sell or otherwise dispose of such Warrant Shares all in\naccordance with the terms of the notice delivered to the Company. If a\ndetermination has been made pursuant to this subsection (d) that the opinion of\ncounsel for the Shareholder is not reasonably satisfactory to the Company, the\nCompany shall so notify the Shareholder promptly after such determination has\nbeen made and shall specify the legal analysis supporting any such conclusion.\nNotwithstanding the foregoing, such Warrant Shares may be offered, sold or\notherwise disposed of in accordance with Rule 144, provided that the Company\nshall have been furnished with such information as the Company may reasonably\nrequest to provide reasonable assurance that the provisions of Rule 144 have\nbeen satisfied. Each certificate representing the Warrant Shares thus\ntransferred in accordance with this subsection (d) (except a transfer pursuant\nto Rule 144) shall bear a legend as to the applicable restrictions on\ntransferability in order to insure compliance with the Securities Act, unless in\nthe aforesaid reasonably satisfactory opinion of counsel for the Shareholder\nsuch legend is not necessary in order to insure compliance with the Securities\nAct. The Company may issue stop transfer instructions to its transfer agent in\nconnection with such restrictions.\n\n                  (e) Termination of Restrictions. The restrictions imposed\nunder this Section 3.2 upon the transferability of the Warrant (other than those\nin Section 3.2(c)) and the shares of Common Stock acquired upon the exercise of\nthis Warrant shall cease when (i) a registration statement covering the\n\n                                       8\n\n\napplicable securities becomes effective under the Securities Act, (ii) the\nCompany is presented with an opinion of counsel reasonably satisfactory to the\nCompany that such restrictions are no longer required in order to insure\ncompliance with the Securities Act or with a Commission 'no-action' letter\nstating that future transfers of such securities by the transferor or the\ncontemplated transferee would be exempt from registration under the Securities\nAct, or (iii) such securities may be transferred in accordance with Rule 144(k).\nSubject to Section 3.2(c), if applicable, when such restrictions terminate, the\nCompany shall, or shall instruct its transfer agent to, promptly, and without\nexpense to the Shareholder issue new securities in the name of the Shareholder\nnot bearing the legends required under subsection (b) of this Section 3.2.\n\n         3.3. Exchange. At the Holder's option, this Warrant may be exchanged\nfor other Warrants representing the right to purchase a like aggregate number of\nshares of Common Stock upon surrender of this Warrant at the Principal Executive\nOffice. Whenever this Warrant is so surrendered to the Company at the Principal\nExecutive Office for exchange, the Company shall execute and deliver the\nWarrants which the Holder is entitled to receive. All Warrants issued upon any\nregistration of transfer or exchange of Warrants shall be the valid obligations\nof the Company, evidencing the same rights, and entitled to the same benefits,\nas the Warrants surrendered upon such registration of transfer or exchange. No\nservice charge shall be made for any exchange of this Warrant.\n\n         3.4. Replacement. Upon receipt of evidence reasonably satisfactory to\nthe Company of the loss, theft, destruction or mutilation of this Warrant and\n(i) in the case of any such loss, theft or destruction, upon delivery of\nindemnity reasonably satisfactory to the Company in form and amount or (ii) in\nthe case of any such mutilation, upon surrender of such Warrant for cancellation\nat the Principal Executive Office, the Company, at its expense, shall execute\nand deliver, in lieu thereof, a new Warrant.\n\n                                   ARTICLE IV.\n                             ANTIDILUTION PROVISIONS\n\n         4.1. Reorganization, Reclassification or Recapitalization of the\nCompany. In case of (1) a capital reorganization, reclassification or\nrecapitalization of the Company's capital stock (other than in the cases\nreferred to in Section 4.2 hereof), (2) the Company's consolidation or merger\nwith or into another corporation in which the Company is not the surviving\nentity, or a reverse triangular merger in which the Company is the surviving\nentity but the shares of the Company's capital stock outstanding immediately\nprior to the merger are converted, by virtue of the merger, into other property,\nwhether in the form of securities, cash or otherwise, or (3) the sale or\ntransfer of the Company's property as an entirety or substantially as an\nentirety, then, as part of such reorganization, reclassification,\nrecapitalization, merger, consolidation, sale or transfer, lawful provision\nshall be made so that there shall thereafter be deliverable upon the exercise of\nthis Warrant or any portion thereof (in lieu of or in addition to the number of\nshares of Common Stock theretofore deliverable, as appropriate), and without\npayment of any additional consideration, the number of shares of stock or other\nsecurities or property to which the holder of the number of shares of Common\nStock which would otherwise have been deliverable upon the exercise of this\nWarrant or any portion thereof at the time of such reorganization,\nreclassification, recapitalization, consolidation, merger, sale or transfer\nwould have been entitled to receive in such reorganization, reclassification,\nrecapitalization, consolidation, merger, sale or transfer. This Section 4.1\nshall apply to successive reorganizations, reclassifications, recapitalizations,\nconsolidations, mergers, sales and transfers and to the stock or securities of\nany other corporation that are at the time receivable upon the exercise of this\nWarrant.\n\n         4.2. Reclassifications. If the Company changes any of the securities as\nto which purchase rights under this Warrant exist into the same or a different\nnumber of securities of any other class or classes, this Warrant shall\nthereafter represent the right to acquire such number and kind of securities as\nwould have been issuable as the result of such change with respect to the\nsecurities that were subject to the \n\n                                       9\n\n\npurchase rights under this Warrant immediately prior to such reclassification or\nother change and the Exercise Price therefor shall be appropriately adjusted.\n\n         4.3. Splits and Combinations. If the Company at any time subdivides any\nof its outstanding shares of Common Stock into a greater number of shares, the\nExercise Price in effect immediately prior to such subdivision shall be\nproportionately reduced, and, conversely if the outstanding shares of Common\nStock are combined into a smaller number of shares, the Exercise Price in effect\nimmediately prior to such combination shall be proportionately increased. Upon\nany adjustment of the Exercise Price under this Section 4.3, the number of\nshares of Common Stock issuable upon exercise of this Warrant shall equal the\nnumber of shares determined by dividing (i) the aggregate Exercise Price payable\nfor the purchase of all shares issuable upon exercise of this Warrant\nimmediately prior to such adjustment by (ii) the Exercise Price per share in\neffect immediately after such adjustment.\n\n         4.4. Dividends and Distributions. If the Company declares a dividend or\nother distribution on the Common Stock (other than a cash dividend or\ndistribution), then, as part of such dividend or distribution, lawful provision\nshall be made so that there shall thereafter be deliverable upon the exercise of\nthis Warrant or any portion thereof, in addition to the number of shares of\nCommon Stock receivable thereupon and without payment of any additional\nconsideration, the amount of the dividend or other distribution to which the\nholder of the number of shares of Common Stock obtained upon exercise hereof\nwould have been entitled to receive had the exercise occurred as of the record\ndate for such dividend or distribution.\n\n         4.5. Liquidation; Dissolution. If the Company shall dissolve, liquidate\nor wind up its affairs, the Holder shall have the right, but not the obligation,\nto exercise this Warrant effective as of the date of such dissolution,\nliquidation or winding up. If any such dissolution, liquidation or winding up\nresults in any cash distribution to the Holder in excess of the aggregate\nExercise Price for the shares of Common Stock for which this Warrant is\nexercised, then the Holder may, at its option, exercise this Warrant without\nmaking payment of such aggregate Exercise Price and, in such case, the Company\nshall, upon distribution to the Holder, consider such aggregate Exercise Price\nto have been paid in full, and in making such settlement to the Holder, shall\ndeduct an amount equal to such aggregate Exercise Price from the amount payable\nto the Holder.\n\n         4.6. Antidilution Provisions.\n\n                  4.6.1. Definitions. For purposes of this Section 4.6 the\nfollowing definitions shall apply:\n\n                  'Common Stock Equivalents' shall mean Convertible Securities\nand rights entitling the holder thereof to receive directly, or indirectly,\nadditional shares of Common Stock without the payment of any consideration by\nsuch holder for such additional shares of Common Stock or Common Stock\nEquivalents.\n\n                  'Common Stock Outstanding' shall mean the aggregate of all\nCommon Stock outstanding and all Common Stock issuable upon conversion of all\noutstanding Convertible Securities and exercise of all Options other than\nEmployee Securities issued after October 14, 1997, unless such Employee\nSecurities arise from exercise of Options granted prior to October 14, 1997.\n\n                  'Current Exercise Price' shall mean the Exercise Price\nimmediately before the occurrence of any event, which, pursuant to Section 4.6,\ncauses an adjustment to the Exercise Price.\n\n                                       10\n\n\n                  4.6.2. Adjustments to Exercise Price. The Exercise Price in\neffect from time to time shall be subject to adjustment in certain cases as\nfollows:\n\n                           4.6.2.1. Issuance of Securities. Subject to Section\n4.6.3, in case the Company shall at any time after October 14, 1997 issue or\nsell any Common Stock or Common Stock Equivalent without consideration, or for a\nconsideration per share less than the Fair Market Value, then, and thereafter\nsuccessively upon each such issuance or sale, the Current Exercise Price shall\nsimultaneously with such issuance or sale be adjusted to an Exercise Price\n(calculated to the nearest cent) determined by multiplying the Current Exercise\nPrice in effect immediately prior to such issuance or sale by a fraction, the\nnumerator of which shall be the number of shares of Common Stock Outstanding on\nsuch date of sale or issuance plus the number of shares of Common Stock which\nthe aggregate consideration received for the issuance or sale of such additional\nshares would purchase at the Fair Market Value and the denominator of which\nshall be the number of shares of Common Stock Outstanding immediately after the\nissuance or sale.\n\n                           For the purposes of this subsection 4.6.2.1, the\nfollowing provisions shall also be applicable:\n\n                           4.6.2.1.1. Cash Consideration. In case of the\nissuance or sale of additional Common Stock or Common Stock Equivalents for\ncash, the consideration received by the Company therefor shall be deemed to be\nthe amount of cash received by this corporation for such shares (or, if such\nshares are offered by the corporation for subscription, the subscription price,\nor, if such shares are sold to underwriters or dealers for public offering\nwithout a subscription offering, the initial public offering price), without\ndeducting therefrom any compensation or discount paid or allowed to underwriters\nor dealers or others performing similar services or for any expenses incurred in\nconnection therewith.\n\n                           4.6.2.1.2. Non-Cash Consideration. In case of the\nissuance (otherwise than upon conversion or exchange of Convertible Securities)\nor sale of additional Common Stock, Options or Convertible Securities for a\nconsideration other than cash or a consideration, a part of which shall be other\nthan cash, the fair value of such consideration as determined by the board of\ndirectors of the Company in the good faith exercise of its business judgment,\nirrespective of the accounting treatment thereof, shall be deemed to be the\nvalue, for purposes of this Section 4.6.2, of the consideration other than cash\nreceived by the Company for such securities.\n\n                           4.6.2.1.3. Options and Convertible Securities. In\ncase the Company shall in any manner issue or grant any Options or any\nConvertible Securities, the total maximum number of shares of Common Stock\nissuable upon the exercise of such Options or upon conversion or exchange of the\ntotal maximum amount of such Convertible Securities at the time such Convertible\nSecurities first become convertible or exchangeable shall (as of the date of\nissue or grant of such Options or, in the case of the issue or sale of\nConvertible Securities other than where the same are issuable upon the exercise\nof Options, as of the date of such issue or sale) be deemed to be issued and to\nbe outstanding for the purpose of this Section 4.6.2. and to have been issued\nfor the sum of the amount (if any) paid for such Options or Convertible\nSecurities and the minimum amount (if any) payable upon the exercise of such\nOptions or upon conversion or exchange of such Convertible Securities at the\ntime such Convertible Securities first become convertible or exchangeable;\nprovided that, subject to the provisions of Section 4.6.2.1.4, no adjustment or\nfurther adjustment of the Exercise Price shall be made upon the actual issuance\nof (a) any such Common Stock or Convertible Securities or upon the conversion or\nexchange of any such Convertible Securities or the exercise of such Options or\n(b) any Common Stock issued or sold pursuant to conversion of any Convertible\nSecurities or exercise of any Options to the extent outstanding on October 14,\n1997.\n\n                                       11\n\n\n                           4.6.2.1.4. Change in Option Price or Conversion Rate.\nIf the exercise price provided for in any Option referred to in subsection\n4.6.2.1.3, or the rate at which any Convertible Securities referred to in\nsubsection 4.6.2.1.3 are convertible into or exchangeable for shares of Common\nStock shall change at any time (other than under or by reason of provisions\ndesigned to protect against dilution), the Current Exercise Price in effect at\nthe time of such event shall forthwith be readjusted to the Exercise Price that\nwould have been in effect at such time had such Options or Convertible\nSecurities still outstanding provided for such changed exercise price,\nadditional consideration or conversion rate, as the case may be, at the time\ninitially granted, issued or sold. If the exercise price provided for in any\nsuch Option referred to in subsection 4.6.2.1.3, or the additional consideration\n(if any) payable upon the conversion or exchange of any Convertible Securities\nreferred to in subsection 4.6.2.1.3, or the rate at which any Convertible\nSecurities referred to in subsection 4.6.2.1.3 are convertible into or\nexchangeable for shares of Common Stock, shall be reduced at any time under or\nby reason of provisions with respect thereto designed to protect against\ndilution and such reduction would trigger an adjustment under Subsection\n4.6.2.1, then in case of the delivery of shares of Common Stock upon the\nexercise of any such Option or upon conversion or exchange of any such\nConvertible Security, the Current Exercise Price then in effect hereunder shall,\nupon issuance of such shares of Common Stock, be adjusted to such amount as\nwould have obtained had such Option or Convertible Security never been issued\nand had adjustments been made only upon the issuance of the shares of Common\nStock actually delivered and for the consideration actually received for such\nOption or Convertible Security and the Common Stock.\n\n                           4.6.2.1.5. Termination of Option or Conversion\nRights. In the event of the termination or expiration of any right to purchase\nCommon Stock under any Option or of any right to convert or exchange Convertible\nSecurities, the Current Exercise Price shall, upon such termination, be changed\nto the Exercise Price that would have been in effect at the time of such\nexpiration or termination had such Option or Convertible Security, to the extent\noutstanding immediately prior to such expiration or termination, never been\nissued, and the shares of Common Stock issuable thereunder shall no longer be\ndeemed to be Common Stock Outstanding.\n\n                  4.6.3. Employee Securities. Notwithstanding anything in this\nArticle IV to the contrary, the Exercise Price shall not be adjusted by virtue\nof the issuance or sale of Employee Securities and no Employee Securities shall\nbe included in any manner in the computation from time to time of the Exercise\nPrice under subsection 4.6.2 or in Common Stock Outstanding for purposes of such\ncomputation except that Employee Securities constituting Common Stock arising\nfrom exercise of Options granted prior to October 14, 1997 shall be included in\nCommon Stock Outstanding.\n\n         4.7. Maximum Exercise Price. At no time shall the Exercise Price exceed\nthe amount set forth in the Preamble to this Warrant, unless the Exercise Price\nis adjusted pursuant to Section 4.3 hereof.\n\n         4.8. Other Dilutive Events. If any event occurs as to which the other\nprovisions of this Article IV are not strictly applicable but the failure to\nmake any adjustment would not fairly protect the purchase rights represented by\nthis Warrant in accordance with the essential intent and principles hereof,\nthen, in each such case, the Company shall appoint a firm of independent public\naccountants of recognized national standing (which may be the Company's regular\nauditors) which shall give their opinion upon the adjustment, if any, on a basis\nconsistent with the essential intent and principles established in this Article\nIV, necessary to preserve, without dilution, the purchase rights represented by\nthis Warrant; provided, that no adjustments shall be made in connection with the\nissuance of Common Stock upon exercise, conversion or exchange of Options or\nConvertible Securities to the extent that adjustment has previously been made\nupon issuance of such Options or Convertible Securities and each lowering of the\neffective purchase price of Common Stock pursuant to such Option or Convertible\nSecurities. Upon receipt of such opinion, the\n\n                                       12\n\n\nCompany shall promptly mail a copy thereof to the Holder and shall make the\nadjustments described therein.\n\n         4.9. Certificates and Notices.\n\n                  (a) Adjustment Certificates. Upon any adjustment of the\nExercise Price and\/or the number of shares of Common Stock purchasable upon\nexercise of this Warrant, a certificate, signed by (i) the Company's President\nor Chief Financial Officer, or (ii) any independent firm of certified public\naccountants of recognized national standing the Company selects at its own\nexpense, setting forth in reasonable detail the events requiring the adjustment\nand the method by which such adjustment was calculated, shall be mailed to the\nHolder and shall specify the adjusted Exercise Price and the number of shares of\nCommon Stock purchasable upon exercise of the Warrant after giving effect to the\nadjustment.\n\n                  (b) Extraordinary Corporate Events. If the Company, after the\ndate hereof, proposes to effect (i) any transaction described in Sections 4.1 or\n4.2 hereof, or (ii) a liquidation, dissolution or winding up of the Company\ndescribed in Section 4.5 hereof or (iii) any payment of a dividend or\ndistribution with respect to the Common Stock (other than a cash dividend or\ndistribution), then, in each such case, the Company shall mail to the Holder a\nnotice describing such proposed action and specifying the date on which the\nCompany's books shall close, or a record shall be taken, for determining the\nholders of Common Stock entitled to participate in such action, or the date on\nwhich such reorganization, reclassification, consolidation, merger, sale,\ntransfer, liquidation, dissolution or winding up shall take place or commence,\nas the case may be, and the date as of which it is expected that holders of\nCommon Stock of record shall be entitled to receive securities and\/or other\nproperty deliverable upon such action, if any such date is to be fixed. Such\nnotice shall be mailed to the Holder at least twenty days prior to the record\ndate for such action in the case of any action described in clause (i) above at\nleast ten days prior to the record date for such action in the case of any\naction described in clause (iii) above, and in the case of any action described\nin clause (ii) above, at least twenty days prior to the date on which the action\ndescribed is to take place and at least twenty days prior to the record date for\ndetermining holders of Common Stock entitled to receive securities and\/or other\nproperty in connection with such action. The failure to give notice required by\nthis Section 4.9(b) or any defect therein shall be a breach of this Warrant but\nshall not affect the legality or validity of the action taken by the Company or\nthe vote upon any such action. Unless specifically required by this Article IV,\nthe Exercise Price, the number of shares covered by each Warrant and the number\nof Warrants outstanding shall not be subject to adjustment as a result of the\nCompany being required to give notice pursuant to this Section 4.9(b).\n\n         4.10. No Impairment. The Company shall not, by amendment of the Charter\nor through any reorganization, recapitalization, transfer of assets,\nconsolidation, merger, dissolution, issuance or sale of securities or any other\nvoluntary action, avoid or seek to avoid the observance or performance of any of\nthe terms to be observed or performed hereunder by the Company, but shall at all\ntimes in good faith assist in the carrying out of all the provisions of this\nArticle IV and in the taking of all such action as may be necessary or\nappropriate in order to protect the rights of the Holder against impairment.\n\n         4.11. Application. Except as otherwise provide herein, all sections of\nthis Article IV are intended to operate independently of one another. If an\nevent occurs that requires the application of more than one section, all\napplicable sections shall be given independent effect.\n\n                                   ARTICLE V.\n                               REGISTRATION RIGHTS\n\n         5.1. Registration on Form S-3.\n\n                                       13\n\n\n                  5.1.1. Filing of Registration Statement. The Company shall use\nits best efforts to secure effectiveness of, as soon as practicable, and shall\nfile no later than 10 days after the commencement of the Exercise Period, a\nregistration statement in form and substance satisfactory to the Holder on Form\nS-3 (the 'Registration Statement') with the Commission under the Securities Act\nto register the issuance of Warrant Shares upon exercise of the Warrant and the\ntransfer of such Warrant Shares (the Warrant Shares constituting the\n'Registrable Securities'); provided however, that in the event the Company fails\nto file reports in a timely manner or otherwise fails (due to an action or\ninaction of the Company) to be eligible to file a registration statement on Form\nS-3, the Company shall file a registration statement on Form S-1.\n\n                  5.1.2. Registrable Expenses. The Company shall pay all\nRegistration Expenses (as defined below) in connection with any registration,\nqualification or compliance hereunder, and each Holder shall pay all Selling\nExpenses (as defined below) and other expenses that are not Registration\nExpenses relating to the Registrable Securities resold by such Holder.\n'Registration Expenses' shall mean all expenses, except for Selling Expenses,\nincurred by the Company in complying with the registration provisions herein\ndescribed, including, without limitation, all registration, qualification and\nfiling fees, printing expenses, fees and disbursements of counsel for the\nCompany, blue sky fees and expenses and the expense of any special audits\nincident to or required by any such registration. 'Selling Expenses' shall mean\nall selling commissions, underwriting fees and stock transfer taxes applicable\nto the Registrable Securities and all fees and disbursements of counsel for any\nHolder.\n\n                  5.1.3. Additional Company Obligations. In the case of any\nregistration effected by the Company pursuant to these registration provisions,\nthe Company will use its best efforts to: keep such registration effective until\nsuch date as all of the Registrable Securities have been sold or could\nimmediately be sold pursuant to Rule 144(k) promulgated by the Commission; (ii)\nprepare and file with the Commission such amendments and supplements to the\nRegistration Statement and the prospectus used in connection with the\nRegistration Statement as may be necessary to comply with the provisions of the\nSecurities Act with respect to the disposition of the Registrable Securities;\n(iii) furnish such number of prospectuses and other documents incident thereto,\nincluding any amendment of or supplement to the prospectus, as a Holder from\ntime to time may reasonably request; (iv) cause all such Registrable Securities\nregistered as described herein to be listed on each securities exchange and\nquoted on each quotation system on which similar securities issued by the\nCompany are then listed or quoted; (v) provide a transfer agent and registrar\nfor all Registrable Securities registered pursuant to the Registration Statement\nand a CUSIP number for all such Registrable Securities; (vi) use its best\nefforts to comply with all applicable rules and regulations of the Commission,\nand make available to its securityholders, to the extent required, as soon as\nreasonably practicable, an earnings statement covering the period of at least\ntwelve months, but not more than eighteen months, beginning with the first month\nafter the effective date of the Registration Statement, which earnings statement\nshall satisfy the provisions of Section 11(a) of the Securities Act; and (vii)\nfile the documents required of the Company and otherwise use its best efforts to\nmaintain requisite blue sky clearance in (A) all jurisdictions in which any of\nthe Warrant Shares are originally sold and (B) all other states specified in\nwriting by a Holder as may reasonably be required to sell such Holder's Warrant\nShares, provided, however, that the Company shall not be required to qualify to\ndo business, subject itself to taxation, or consent to service of process in any\nstate in which it is not now so qualified or subject to taxation or has not so\nconsented.\n\n                  5.1.4. Conditions and Limitations\n\n                           (a) Cooperation by Holder. It shall be a condition\nprecedent to the obligation of the Company to take any action pursuant to this\nArticle V in respect of the Registrable Securities that the Holder shall furnish\nto the Company such information regarding such Registrable Securities and the\n\n                                       14\n\n\nintended method of disposition thereof and such other information as the Company\nshall reasonably request and as shall be required in connection with the action\ntaken by the Company.\n\n                           (b) Notification Prior to Sale. If any Holder shall\npropose to sell any Registrable Securities pursuant to the Registration\nStatement, it shall notify the Company of its intent to do so at least three\nfull business days prior to such sale, and the provision of such notice to the\nCompany shall be deemed to establish an agreement by such Holder to comply with\nthe registration provisions contained herein. Such notice shall be deemed to\nconstitute a representation that any information previously supplied by such\nHolder is accurate as of the date of such notice. At any time within such three\nbusiness day period, the Company may refuse to permit the Holder to resell any\nRegistrable Securities pursuant to the Registration Statement; provided,\nhowever, that in order to exercise this right, the Company must deliver a\ncertificate in writing to the Holder to the effect that a delay in such sale is\nnecessary because, in the good faith judgment of the Company, a sale pursuant to\nthe Registration Statement would require the public disclosure of information\nthat would not otherwise be required to be disclosed (which disclosure would be\nlikely, in the good faith judgment of the Company, to be materially harmful to\nthe Company) or could in other respects constitute a violation of the federal\nsecurities laws. In such an event, the Company shall use its best efforts to\namend the Registration Statement to the extent required to comply with Section\n5.1.4 and to take all other actions necessary to allow such sale under the\nfederal securities laws, and shall notify the Holders promptly after it has\ndetermined that such circumstances no longer exist. Notwithstanding the\nforegoing, the Company shall not under any circumstances be entitled to refuse\nto permit the Holder to resell any Registrable Securities more than twice in any\ntwelve-month period, and any individual period during which the Company refuses\nto permit the Holder to resell any Registrable Securities shall not exceed sixty\ndays.\n\n         The Company will promptly notify each holder of any Registrable\nSecurities covered by such registration statement at any time when a prospectus\nrelating thereto is required to be delivered under the Securities Act of the\nhappening of any event or existence of any fact as a result of which the\nprospectus included in such registration statement, as then in effect, includes\nan untrue statement of a material fact or omits to state any material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading in light of the circumstances in which they are made, and, as\npromptly as is practicable, prepare and furnish to such holder a reasonable\nnumber of copies of any required supplement to or amendment of such prospectus\nas may be necessary so that, as thereafter delivered to the purchasers of such\nsecurities, such prospectus shall not include an untrue statement of a material\nfact or omit to state a material fact required to be stated therein or necessary\nto make the statements therein not misleading in light of the circumstances in\nwhich they are made. By acquisition of Registrable Securities, each holder of\nsuch Registrable Securities shall be deemed to have agreed that upon receipt of\nany notice from the Company of the happening of any event of the kind described\nin the preceding sentence, such holder will promptly discontinue such holder's\ndisposition of Registrable Securities pursuant to the registration statement\ncovering such Registrable Securities until such holder's receipt of the copies\nof any required supplemented or amended prospectus contemplated by this Section.\nIf so directed by the Company, each holder of Registrable Securities will\ndeliver to the Company (at the Company's expense) all copies, other than\npermanent file copies, in such holder's possession of the prospectus covering\nsuch Registrable Securities at the time of receipt of such notice. Subject to\nthe foregoing, when a Holder is entitled to sell and gives notice of its intent\nto sell pursuant to the Registration Statement, the Company shall furnish to\nsuch Holder a reasonable number of copies of a supplement to or an amendment of\nsuch prospectus as may be necessary so that, as thereafter delivered to the\npurchasers of such shares, such prospectus shall not include an untrue statement\nof a material fact or omit to state any material fact required to be stated\ntherein or necessary to make the statements therein not misleading in light of\nthe circumstances in which they are made.\n\n                                       15\n\n\n         5.2. Indemnification and Contribution.\n\n                  5.2.1. Indemnification by the Company. The Company agrees to\nindemnify and hold harmless each Holder from and against any losses, claims,\ndamages or liabilities (or actions or proceedings in respect thereof) to which\nsuch Holder may become subject (under the Securities Act or otherwise) insofar\nas such losses, claims, damages or liabilities (or actions or proceedings in\nrespect thereof) arise out of, or are based upon, any claim by a third party\nasserting any untrue statement of a material fact contained in the Registration\nStatement or omission of a material fact therefrom necessary to make the\nstatements therein not misleading, on the effective date thereof, or arise out\nof any failure by the Company to fulfill any undertaking included in the\nRegistration Statement, and the Company will, as incurred, reimburse such Holder\nfor any legal or other expenses reasonably incurred in investigating, defending\nor preparing to defend any such action, proceeding or claim; provided, however,\nthat the Company shall not be liable in any such case to the extent that such\nloss, claim, damages or liability arises out of, or is based upon (i) an untrue\nstatement made in such Registration Statement in reliance upon and in conformity\nwith written information furnished to the Company by or on behalf of such Holder\nspecifically for use in preparation of the Registration Statement or (ii) any\nuntrue statement in any prospectus that is corrected in any subsequent\nprospectus that was delivered to the Holder prior to the pertinent sale or sales\nby the Holder.\n\n                  5.2.2. Indemnification by Holder. Each Holder, severally and\nnot jointly, agrees to indemnify and hold harmless the Company from and against\nany losses, claims, damages or liabilities (or actions or proceedings in respect\nthereof) to which the Company may become subject (under the Securities Act or\notherwise) insofar as such losses, claims, damages or liabilities (or actions or\nproceedings in respect thereof) arise out of, or are based upon any claim by a\nthird party asserting (i) an untrue statement made in such Registration\nStatement in reliance upon and in conformity with written information furnished\nto the Company by or on behalf of such Holder specifically for use in\npreparation of the Registration Statement, provided, however, that no Holder\nshall be liable in any such case for any untrue statement included in any\nprospectus which statement has been corrected, in writing, by such Holder and\ndelivered to the Company at least three business days before the sale from which\nsuch loss occurred or (ii) any untrue statement in any prospectus that is\ncorrected in any subsequent prospectus that was delivered by the Holder to the\npurchaser prior to the pertinent sale or sales by the Holder, and each Holder,\nseverally and not jointly, will, as incurred, reimburse the Company for any\nlegal or other expenses reasonably incurred in investigating, defending or\npreparing to defend any such action, proceeding or claim.\n\n                  5.2.3. Indemnification Procedures. Promptly after receipt by\nany indemnified person of a notice of a claim or the beginning of any action in\nrespect of which indemnity is to be sought against an indemnifying person\npursuant to this Section 5.2, such indemnified person shall notify the\nindemnifying person in writing of such claim or of the commencement of such\naction, and, subject to the provisions hereinafter stated, in case any such\naction shall be brought against an indemnified person and the indemnifying\nperson shall have been notified thereof, the indemnifying person shall be\nentitled to participate therein, and, to the extent that it shall wish, to\nassume the defense thereof, with counsel reasonably satisfactory to the\nindemnified person. After notice from the indemnifying person to such\nindemnified person of the indemnifying person's election to assume the defense\nthereof, the indemnifying person shall not be liable to such indemnified person\nfor any legal expenses subsequently incurred by such indemnified person in\nconnection with the defense thereof; provided, however, that if there exists or\nshall exist a conflict of interest that would make it inappropriate in the\nreasonable opinion of counsel for the indemnified person for the same counsel to\nrepresent both the indemnified person and such indemnifying person or any\naffiliate or associate thereof, the indemnified person shall be entitled to\nretain its own counsel at the expense of such indemnifying person; provided,\nhowever, that in the case of the immediately preceding proviso the indemnifying\nperson shall not be responsible for the legal expenses of more than one counsel\nfor all indemnified persons.\n\n                                       16\n\n\n                  5.2.4. Contribution in Lieu of Indemnity. If the\nindemnification provided for in this Section 5.2 is unavailable to or\ninsufficient to hold harmless an indemnified party under Section 5.2.1 or 5.2.2\nabove in respect of any losses, claims, damages or liabilities (or actions or\nproceedings in respect thereof) referred to therein, then each indemnifying\nparty shall contribute to the amount paid or payable by such indemnified party\nas a result of such losses, claims, damages or liabilities (or actions in\nrespect thereof) in such proportion as is appropriate to reflect the relative\nbenefit and relative fault of the respective parties as well as any other\nrelevant equitable considerations. The relative fault shall be determined by\nreference to, among other things, whether the untrue or alleged untrue statement\nof a material fact or the omission or alleged omission to state a material fact\nrelates to information supplied by the Company on the one hand or a Holder on\nthe other and the parties' relative intent, knowledge, access to information and\nopportunity to correct or prevent such statement or omission. The Company and\nthe Holders agree that it would not be just and equitable if contribution\npursuant to this Section 5.2.4 were determined by pro rata allocation (even if\nthe Holders were treated as one entity for such purpose) or by any other method\nof allocation which does not take account of the equitable considerations\nreferred to above in this Section 5.2.4. The amount paid or payable by an\nindemnified party as a result of the losses, claims, damages or liabilities (or\nactions in respect thereof) referred to above in this Section 5.2.4 shall be\ndeemed to include any legal or other expenses reasonably incurred by such\nindemnified party in connection with investigating or defending any such action\nor claim. Notwithstanding the provisions of this Section 5.2.4, no Holder shall\nbe required to contribute any amount in excess of the net amount received by the\nHolder from the sale of the Registrable Securities to which such loss relates.\nNo person guilty of fraudulent misrepresentation (within the meaning of Section\n11(f) of the Securities Act) shall be entitled to contribution from any person\nwho was not guilty of such fraudulent misrepresentation. The Holders'\nobligations in this Section 5.2.4 to contribute are several in proportion to\ntheir respective sales of Registrable Securities to which such loss relates and\nnot joint.\n\n                  5.2.5. Controlling Persons Indemnified. The obligations of the\nCompany and the Holders under this Section 5.2 shall be in addition to any\nliability which the Company and the respective Holders may otherwise have and\nshall extend, upon the same terms and conditions, to each person, if any, who\ncontrols or may be deemed to control the Company or any Holder within the\nmeaning of the Securities Act including, without limitation, the directors and\nofficers of the Company and the Holder, as the case may be.\n\n         5.3. Transfer Of Registration Rights. The right to sell Registrable\nSecurities pursuant to the Registration Statement described herein will\nautomatically be assigned to each transferee of the Warrant or Warrant Shares\npermitted under the terms of this Warrant. In the event that it is necessary, in\norder to permit a Holder to sell Registrable Securities pursuant to the\nRegistration Statement, to amend the Registration Statement to name such Holder,\nsuch Holder shall upon written notice to the Company, be entitled to have the\nCompany make such amendment as soon as reasonably practicable.\n\n                                   ARTICLE VI.\n              REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY\n\n         6.1. Representations and Warranties. The Company represents and\nwarrants that as of the date hereof:\n\n                  (a) Legal Status; Qualification. The Company is a corporation\nduly organized, validly existing and in good standing under the laws of Rhode\nIsland and is qualified or licensed to do business in all other countries,\nstates and provinces in which the laws thereof require the Company to\n\n                                       17\n\n\nqualify and\/or be licensed, except where failure to qualify or be licensed would\nnot have a material adverse effect on the business or assets of the Company\ntaken as a whole;\n\n                  (b) Capitalization. The Company's authorized capital stock\nconsists of: 300,000,000 shares of Common Stock, of which 126,352,563 shares are\nissued and outstanding;\n\n                  (c) Options. Except as described in Exhibit 'D-3' hereto there\nare no Options, warrants or similar rights to acquire from the Company, or\nagreements or other obligations by the Company, absolute or contingent, to issue\nor sell Common Stock, whether on conversion or exchange of Convertible\nSecurities or otherwise;\n\n                  (d) Preemptive Rights. No shareholder of the Company has any\npreemptive rights to subscribe for shares of Common Stock;\n\n                  (e) Authority. The Company has the right and power, and is\nduly authorized and empowered, to enter into, execute, deliver and perform its\nobligations under this Warrant;\n\n                  (f) Binding Effect. This Warrant has been duly authorized,\nexecuted and delivered and constitutes a valid and binding obligation of the\nCompany enforceable in accordance with its terms, except to the extent that\nenforceability may be limited by (i) bankruptcy, insolvency, reorganization,\nmoratorium or similar laws affecting creditors' rights generally and (ii)\ngeneral principles of equity;\n\n                  (g) No Conflict. The execution, delivery and\/or performance by\nthe Company of this Warrant shall not, by the lapse of time, the giving of\nnotice or otherwise, constitute a violation of any applicable law or a breach of\nany provision contained in the Company's Charter or Bylaws or contained in any\nagreement, instrument or document to which the Company is a party or by which it\nis bound;\n\n                  (h) Consents. Except as contemplated by Article V and Section\n6.2(b), no consent, approval, authorization or other order of any court,\nregulatory body, administrative agency or other governmental body is required\nfor the valid issuance of the Warrant or for the performance of any of the\nCompany's obligations hereunder, except in connection with listing of the\nWarrant Shares on the American Stock Exchange, which listing will be effected in\naccordance with the rules and regulations of the American Stock Exchange;\n\n                  (i) Offering. Neither the Company nor any agent acting on its\nbehalf has, either directly or indirectly, sold, offered for sale or disposed\nof, or attempted or offered to dispose of, this Warrant or any part hereof, or\nany similar obligation of the Company, to, or has solicited any offers to buy\nany thereof from, any Person or Persons other than the Holder. Neither the\nCompany nor any agent acting on its behalf will sell or offer for sale or\ndispose of, or attempt or offer to dispose of, this Warrant or any part thereof\nto, or solicit any offers to buy any warrant of like tenor from, or otherwise\napproach or negotiate in respect thereof, with, any Person or Persons so as\nthereby to bring the issuance of this Warrant within the provisions of Section 5\nof the Securities Act;\n\n                  (j) Registration. Assuming the accuracy of the Holder's\nrepresentations made herein, it is not necessary in connection with the issuance\nand sale of this Warrant to the Holder pursuant to this Agreement to Register\nthis Warrant under the Securities Act; and\n\n         6.2. Covenants. The Company covenants that:\n\n                  (a) Authorized Shares. The Company will at all times have\nauthorized, and reserved for the purpose of issuance or transfer upon exercise\nof the rights evidenced by this Warrant, a sufficient number of shares of Common\nStock to provide for the exercise of the rights represented by this Warrant\n\n                                       18\n\n\n(for purposes of determining compliance with this covenant, the shares of Common\nStock issuable upon exercise of all other Options and warrants to acquire Common\nStock and upon conversion of all instruments convertible into Common Stock shall\nbe deemed issued and outstanding);\n\n                  (b) Proper Issuance. The Company, at its expense, will take\nall such action as may be necessary to assure that the Common Stock issuable\nupon the exercise of this Warrant may be so issued without violation of any\napplicable law or regulation, or of any requirements of any domestic securities\nexchange or automated quotation system upon which any capital stock of the\nCompany may be listed or quoted, as the case may be, provided that the Holder,\nat its sole expense, will take all such action as may be necessary under the\nHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection\nwith its acquisition of securities of the Company. Such action by the Company\nmay include, but not be limited to, causing such shares to be duly registered or\napproved, listed or quoted on relevant domestic securities exchanges or\nautomated quotation systems; and\n\n                  (c) Fully Paid Shares. The Company will take all actions\nnecessary or appropriate to validly and legally issue fully paid and\nnonassessable shares of Common Stock upon exercise of this Warrant. All such\nshares will be free from all taxes, liens and charges with respect to the\nissuance thereof, other than any stock transfer taxes in respect to any transfer\noccurring contemporaneously with such issuance.\n\n                                  ARTICLE VII.\n                                  MISCELLANEOUS\n\n         7.1. Certain Expenses. The Company shall pay all expenses in connection\nwith, and all taxes (other than stock transfer and income taxes) and other\ngovernmental charges that may be imposed in respect of, the issuance, sale and\ndelivery of the Warrant and the Warrant Shares to the Holder.\n\n         7.2. Holder Not a Shareholder. Prior to the exercise of this Warrant as\nhereinbefore provided, the Holder shall not be entitled to any of the rights of\na shareholder of the Company including, without limitation, the right as a\nshareholder (i) to vote on or consent to any proposed action of the Company or\n(ii) except as provided herein, to receive (a) dividends or any other\ndistributions made to shareholders, (b) notice of or attend any meetings of\nshareholders of the Company or (c) notice of any other proceedings of the\nCompany.\n\n         7.3. Like Tenor. All Warrants shall at all times be substantially\nidentical except as to the Preamble.\n\n         7.4. Remedies. The Company stipulates that the remedies at law of the\nHolder in the event of any default or threatened default by the Company in the\nperformance of or compliance with any of the terms of this Warrant are not and\nwill not be adequate to the fullest extent permitted by law, and that such terms\nmay be specifically enforced by a decree for the specific performance of any\nagreement contained herein or by an injunction against a violation of any of the\nterms hereof or otherwise.\n\n         7.5. Enforcement Costs. If the Holder, a Shareholder or the Company\nseeks to enforce its rights hereunder by legal proceedings or otherwise, then\nthe non-prevailing party shall pay all reasonable costs and expenses incurred by\nthe prevailing party, including, without limitation, all reasonable attorneys'\nfees (including the allocable costs of in-house counsel).\n\n         7.6. Nonwaiver; Cumulative Remedies. No course of dealing or any delay\nor failure to exercise any right hereunder on the part of the Holder and\/or any\nShareholder shall operate as a waiver of such right or otherwise prejudice the\nrights, powers or remedies of the Holder or such Shareholder. No\n\n                                       19\n\n\nsingle or partial waiver by the Holder and\/or any Shareholder of any provision\nof this Warrant or of any breach or default hereunder or of any right or remedy\nshall operate as a waiver of any other provision, breach, default right or\nremedy or of the same provision, breach, default, right or remedy on a future\noccasion. The rights and remedies provided in this Warrant are cumulative and\nare in addition to all rights and remedies which the Holder and each Shareholder\nmay have in law or in equity or by statute or otherwise.\n\n         7.7. Notices. Any notice, demand or delivery to be made pursuant to\nthis Warrant will be sufficiently given or made if sent by certified or\nregistered mail, postage prepaid, nationally recognized overnight delivery\nservice or facsimile transmission, addressed to (a) the Holder and the\nShareholders at their last known addresses appearing on the books of the Company\nmaintained for such purpose or (b) the Company at its Principal Executive\nOffice. The Holder, the Shareholders and the Company may each designate a\ndifferent address by notice to the other pursuant to this Section 7.7. A notice\nshall be deemed effective upon receipt.\n\n         7.8. Successors and Assigns. This Warrant shall be binding upon, the\nCompany and any Person succeeding the Company by merger, consolidation or\nacquisition of all or substantially all of the Company's assets, and all of the\nobligations of the Company with respect to the shares of Common Stock issuable\nupon exercise of this Warrant shall survive the exercise, expiration or\ntermination of this Warrant and all of the covenants and agreements of the\nCompany shall inure to the benefit of the Holder, each Shareholder and their\nrespective successors and assigns. The Company shall, at the time of exercise of\nthis Warrant, in whole or in part, upon request of the Holder or any Shareholder\nbut at the Company's expense, acknowledge in writing its continuing obligations\nhereunder with respect to rights of the Holder or such Shareholder to which it\nshall continue to be entitled after such exercise in accordance with the terms\nhereof; provided that the failure of the Holder or any Shareholder to make any\nsuch request shall not affect the continuing obligation of the Company to the\nHolder or such Shareholder in respect of such rights.\n\n         7.9. Modification; Severability.\n\n                  (a) If, in any action before any court or agency legally\nempowered to enforce any term, any term is found to be unenforceable, then such\nterm shall be deemed modified to the extent necessary to make it enforceable by\nsuch court or agency.\n\n                  (b) If any term is not curable as set forth in subsection (a)\nabove, the unenforceability of such term shall not affect the other provisions\nof this Warrant but this Warrant shall be construed as if such unenforceable\nterm had never been contained herein.\n\n         7.10. Integration. This Warrant replaces all prior and contemporaneous\nagreements and supersedes all prior and contemporaneous negotiations between the\nparties with respect to the transactions contemplated herein and constitutes the\nentire agreement of the parties with respect to the transactions contemplated\nherein.\n\n         7.11. Survival of Representations and Warranties. The representations\nand warranties of any party in this Warrant shall survive the execution and\ndelivery of this Warrant and the consummation of the transactions contemplated\nhereby, notwithstanding any investigation by the such party or its agents.\n\n         7.12. Amendment. This Warrant may not be modified or amended except by\nwritten agreement of the Company, the Holder and the Shareholder(s), if any,\nholding a majority of the Warrant Shares.\n\n                                       20\n\n\n         7.13. Headings. The headings of the Articles and Sections of this\nWarrant are for the convenience of reference only and shall not, for any\npurpose, be deemed a part of this Warrant.\n\n         7.14. Meanings. Whenever used in this Warrant, any noun or pronoun\nshall be deemed to include both the singular and plural and to cover all\ngenders; and the words 'herein,' 'hereof' and 'hereunder' and words of similar\nimport shall refer to this instrument as a whole, including any amendments\nhereto.\n\n         7.15. Governing Law. This Warrant shall be governed by, and construed\nin accordance with, the laws of the State of California applicable to contracts\nentered into and to be performed wholly within California by California\nresidents.\n\n                                       21\n\n\n         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed\nby its duly authorized officer this October 14, 1997.\n\n         LUCAS LICENSING LTD. ('Holder')         HASBRO, INC. ('Company')\n\n\n         By:   \/s\/ GORDON RADLEY                 By:  \/s\/ HAROLD P. GORDON\n            ------------------------                ------------------------\n         \n         Title:      President                   Title:     Vice Chairman\n               ---------------------                   ---------------------\n\n\n\n                                       22\n\n\n                              SCHEDULE OF EXHIBITS\n\nEXHIBIT 'D-1'-Notice of Exercise (Section 2.1)\n\nEXHIBIT 'D-2'-Investment Representation Certificate (Section 3.2(a))\n\nEXHIBIT 'D-3'-Assignment Form (Section 3.2(d))\n\nEXHIBIT 'D-4'-Schedule of Outstanding Options and Convertible Securities\n(Sections 6.1(c))\n\n                                       23\n\n\n                                 EXHIBIT 'D-1'\n\n                             NOTICE OF EXERCISE FORM\n\n                    (To be executed only upon partial or full\n\n                         exercise of the within Warrant)\n\n         The undersigned registered Holder of the within Warrant hereby\nirrevocably exercises the within Warrant for and purchases shares of Common\nStock of Hasbro, Inc. and herewith makes payment therefor in the amount of $\n______________, all at the price and on the terms and conditions specified in\nthe within Warrant and requests that a certificate (or _______________\ncertificates in denominations of _______shares) for the shares of Common Stock\nof Hasbro, Inc. hereby purchased be issued in the name of and delivered to\n(choose one) (a) the undersigned or (b) [NAME], whose address is and, if such\nshares of Common Stock shall not include all the shares of Common Stock issuable\nas provided in the within Warrant, that a new Warrant of like tenor for the\nnumber of shares of Common Stock of Hasbro, Inc. not being purchased hereunder\nbe issued in the name of and delivered to (choose one) (a) the undersigned or\n(b) [NAME], whose address is _____________________.\n\nDated:________________________\n\nNOTICE:           The signature to this Notice of Exercise must correspond with\n                  the name as written upon the face of the within Warrant in\n                  every particular, without alteration or enlargement or any\n                  change whatever.\n\n                                       24\n\n\n                                  EXHIBIT 'D-2'\n\n                      INVESTMENT REPRESENTATION CERTIFICATE\n\nPurchaser:\n\nCompany:  Hasbro, Inc.\n\nSecurity:  Common Stock\n\nAmount:\n\nDate:\n\n         (a) In connection with the purchase of the above-listed securities (the\n'Securities'), the undersigned (the 'Purchaser') represents to the Company as\nfollows:\n\n         (b) The Purchaser is aware of the Company's business affairs and\nfinancial condition, and has acquired sufficient information about the Company\nto reach an informed and knowledgeable decision to acquire the Securities. The\nPurchaser is purchasing the Securities for its own account for investment\npurposes only and not with a view to, or for the resale in connection with, any\n'distribution' thereof for purposes of the Securities Act of 1933, as amended\n(the 'Securities Act');\n\n         (c) The Purchaser understands that the Securities have not been\nregistered under the Securities Act in reliance upon a specific exemption\ntherefor, which exemption depends upon, among other things, the bona fide nature\nof the Purchaser's investment intent as expressed herein;\n\n         (d) The Purchaser further understands that the Securities must be held\nindefinitely unless subsequently registered under the Securities Act or unless\nan exemption from registration is otherwise available. In addition, the\nPurchaser understands that the certificate evidencing the Securities will be\nimprinted with the legend referred to in the Warrant under which the Securities\nare being purchased; and\n\n         (e) The Purchaser is aware of the provisions of Rule 144, promulgated\nunder the Securities Act, which, in substance, permit limited public resale of\n'restricted securities' acquired, directly or indirectly, from the issuer\nthereof (or from an affiliate of such issuer), in a non-public offering subject\nto the satisfaction of certain conditions, if applicable, including, among other\nthings: (i) the availability of certain public information about the Company;\n(ii) the resale occurring not less than one year after the party has purchased\nand paid for the securities to be sold; (iii) the sale being made through a\nbroker in an unsolicited 'broker's transaction' or in transactions directly with\na market maker (as said term is defined under the Securities Exchange Act of\n1934) and the amount of securities being sold during any three-month period not\nexceeding the specified limitations stated therein.\n\nThe Purchaser represents that it is an 'accredited investor' as that term is\ndefined in Rule 501 of Regulation D under the Securities Act or any successor\nregulation thereunder.\n\nDate:__________________           PURCHASER:___________________________________\n\n                                       25\n\n\n                                  EXHIBIT 'D-3'\n\n                               OUTSTANDING OPTIONS\n\n                                 ASSIGNMENT FORM\n\n         (To be executed only upon the assignment of the within Warrant)\n\nFOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant\nhereby sells, assigns and transfers unto ______________, whose address is\n______________ all of the rights of the undersigned under the within Warrant,\nwith respect to shares of Common Stock of Hasbro, Inc. and, if such shares of\nCommon Stock shall not include all the shares of Common Stock issuable as\nprovided in the within Warrant, that a new Warrant of like tenor for the number\nof shares of Common Stock of Hasbro, Inc. not being transferred hereunder be\nissued in the name of and delivered to the undersigned, and does hereby\nirrevocably constitute and appoint ______________ attorney to register such\ntransfer on the books of Hasbro, Inc. maintained for the purpose, with full\npower of substitution in the premises.\n\nDated:__________________                _______________________________________\n\n                                        _______________________________________\n\n                                        By:____________________________________\n                                              (Signature of Registered Holder)\n\n                                        Title:_________________________________\n\nNOTICE:  The signature to this Assignment must correspond with the name upon the\n         face of the within Warrant in every particular, without alteration or\n         enlargement or any change whatever.\n\n                                       26\n\n\n                                  EXHIBIT 'D-4'\n\n                 OUTSTANDING OPTIONS AND CONVERTIBLE SECURITIES\n\n                                (Sections 6.1(c))\n\n1.       Options granted under employee and non-employee director stock option\n         plans for 10,515,835 shares of Common Stock.\n\n2.       6% Convertible Subordinated Notes due 1998 convertible into 7,607,723\n         shares of Common Stock.\n\n3.       Warrants granted to DreamWorks LLC for shares of Common Stock.\n\n                                       27\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7732],"corporate_contracts_industries":[9403],"corporate_contracts_types":[9560,9572],"class_list":["post-41365","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hasbro-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41365","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41365"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41365"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41365"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41365"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}