{"id":41367,"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-lucasfilm-ltd-and-hasbro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-lucasfilm-ltd-and-hasbro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-lucasfilm-ltd-and-hasbro-inc.html","title":{"rendered":"Warrant &#8211; Lucasfilm 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, AS\n      PROVIDED HEREIN.\n\n                                     WARRANT\n                       TO PURCHASE SHARES OF COMMON STOCK\n                               AS HEREIN DESCRIBED\n\n                             Dated October 30, 1998\n\n      This certifies that for value received:\n\n                                 LUCASFILM 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\n1,600,000 fully paid and nonassessable shares of the Common Stock of the\nCompany, at the exercise price of thirty-five dollars ($35.00) 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 individual,\nentity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the\nSecurities Exchange Act of 1934, as amended (the '1934 Act') of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of\n20% or more of either (x) the then outstanding shares of Common Stock (the\n'Outstanding Common Stock') or (y) the combined voting power of the then\noutstanding voting securities of the Company entitled to vote generally in the\nelection of directors (the 'Outstanding Voting Securities'); provided, however,\nthat the following acquisitions shall not constitute a Change in Control: (i)\nany acquisition (or series of related acquisitions) directly from the Company or\nany of its subsidiaries of shares that would constitute, after issuance, or any\nacquisition (or series of related acquisitions) consented to by the Board of\nDirectors of the Company of outstanding shares constituting, in the aggregate,\nless than 40% of the Outstanding Voting Securities, (ii) any acquisition by the\nCompany or any of its subsidiaries, (iii) any acquisition by any \n\n\nemployee benefit plan (or related trust) sponsored or maintained by the Company\nor any of its subsidiaries, (iv) any acquisition by Alan or Sylvia Hassenfeld,\nmembers of their respective immediate families, or heirs of Alan or Sylvia\nHassenfeld or of any member of their respective immediate families, the Sylvia\nHassenfeld Trust, the Merrill Hassenfeld Trust, the Alan Hassenfeld Trust, the\nHassenfeld Foundation, any trust or foundation established by or for the primary\nbenefit of any of the foregoing, or controlled by one or more of any of the\nforegoing, or any affiliates or associates (as such terms are defined in Rule\n12b-2 promulgated under the 1934 Act) of any of the foregoing (such holders\ndescribed in clauses (ii) and (iii) and in this clause (iv), the 'Permitted\nAcquirors') or (v) any acquisition by any corporation with respect to which,\nfollowing such acquisition, (a) more than 50% of, respectively, the then\noutstanding shares of common stock of such corporation and the combined voting\npower of the then outstanding voting securities of such corporation entitled to\nvote generally in the election of directors is then beneficially owned, directly\nor indirectly, by all or substantially all of the individuals and entities who\nwere the beneficial owners, respectively, of the Outstanding Common Stock and\nthe Outstanding Voting Securities immediately prior to such acquisition in\nsubstantially the same proportions as their ownership, immediately prior to such\nacquisition, of the Outstanding Common Stock and Outstanding Voting Securities,\nas the case may be, and (b) less than 40% of such outstanding shares of common\nstock of such corporation and of such combined voting power of such outstanding\nvoting securities is then beneficially owned, directly or indirectly, by an\nindividual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)\nof the 1934 Act), 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, or (ii) following such reorganization, merger or\nconsolidation, any 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 the combined voting power of the then outstanding voting\nsecurities of such corporation entitled to vote generally in the election of\ndirectors is then beneficially owned, directly or indirectly, by all or\nsubstantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Common Stock and Outstanding Voting\nSecurities immediately prior to such sale or other disposition in substantially\n\n\n                                       2\n\n\nthe same proportion as their ownership, immediately prior to such sale or other\ndisposition, of the Outstanding Common Stock and Outstanding Voting Securities,\nas the case may be, and (B) less than 40% of such outstanding shares of common\nstock of such corporation and of such combined voting power of the outstanding\nvoting securities 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 of\nbeneficial 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 filed\nwith the Rhode Island Secretary of State.\n\n      'Closing Date' means October 30, 1998.\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 share,\nany stock into which such stock shall have been changed or any stock resulting\nfrom any reclassification of such stock, and any other capital stock of the\nCompany of any class or series now or hereafter authorized having the right to\nshare in distributions either of earnings or assets of the Company without limit\nas 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 stock\nor other securities which are convertible into or exchangeable for, with or\nwithout 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 or\nsold after October 30, 1998 to employees, consultants, officers or directors of\nthe Company with the approval of, or pursuant to a plan approved by, the Board\nof 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 twelfth anniversary of the\nClosing Date.\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\n                                       3\n\n\n      'Fair Market Value' means with respect to a share of Common Stock at any\ndate:\n\n            (i) If shares of Common Stock are being sold pursuant to a public\noffering under an effective registration statement under the Securities Act\nwhich 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 to\ntrading 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 to\ntrading on any national exchange or traded on any national market system, if no\nclosing 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 the\nbooks of the Company maintained for such purpose and any transferee permitted\nunder 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 purchase\nshares 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      '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\n                                       4\n\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 Holder\nand all warrants issued upon the partial exercise, transfer or division of or in\nsubstitution for any Warrant.\n\n      'Warrant Shares' means the shares of Common Stock issued or issuable upon\nthe exercise of this Warrant provided that if under the terms hereof there shall\nbe a change such that the securities purchasable hereunder shall be issued by an\nentity other than the Company or there shall be a change in the type or class of\nsecurities purchasable hereunder, then the term shall mean the securities issued\nor 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 represented\nby this Warrant may be exercised by the Holder, in whole or in part, at any time\nand from time to time during the Exercise Period upon (i) surrender of this\nWarrant, together with an executed notice of exercise, substantially in the form\nof Exhibit 'D-1' ('Notice of Exercise') attached hereto, at the Principal\nExecutive Office, and (ii) payment to the Company of the aggregate Exercise\nPrice for the number of Warrant Shares specified in the Notice of Exercise (such\naggregate Exercise Price, the 'Total Exercise Price'). The Total Exercise Price\nshall be paid by check; provided, however, that if the Warrant Shares are\nacquired in conjunction with a Registration of such Warrant Shares, then the\nHolder may arrange for the aggregate Exercise Price for such Warrant Shares to\nbe paid to the Company from the proceeds of the sale of such Warrant Shares\npursuant to such Registration. The Person or Person(s) in whose name(s) any\ncertificate(s) representing the Warrant Shares which are issuable upon exercise\nof this Warrant shall be deemed to become the Holder(s) of, and shall be treated\nfor all purposes as the record holder(s) of, such Warrant Shares, and such\nWarrant Shares shall be deemed to have been issued, immediately prior to the\nclose of business on the date on which this Warrant and Notice of Exercise are\npresented 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 any\nissuance tax with respect thereto or any other cost incurred by the Company in\nconnection with the exercise of this Warrant and the related issuance of Warrant\nShares.\n\n\n                                       5\n\n\n      2.2. Conversion of Warrant.\n\n            (a) Right to Convert. In addition to, and without limiting, the\nother 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 Warrant\nor such lesser number of Warrant Shares as may be selected by the Holder\n\n            A=    The Fair Market Value of one Warrant Share as of the\nConversion Date\n\n            B=    The Exercise Price\n\n            (b) Method of Exercise. The Conversion Right may be exercised by the\nHolder by the surrender of this Warrant at the Principal Executive Office,\ntogether with a written statement (the 'Conversion Statement') specifying that\nthe Holder intends to exercise the Conversion Right and indicating the number of\nWarrant Shares to be acquired upon exercise of the Conversion Right. Such\nconversion shall be effective upon the Company's receipt of this Warrant,\ntogether with the Conversion Statement, or on such later date as is specified in\nthe Conversion Statement (the 'Conversion Date') and, at the Holder's election,\nmay be made contingent upon the closing of the consummation of the sale of\nCommon Stock pursuant to a Registration. Certificates for the Warrant Shares so\nacquired shall be delivered to the Holder within a reasonable time, not\nexceeding two business days after the Conversion Date. If applicable, the\nCompany shall, upon surrender of this Warrant for cancellation, deliver a new\nWarrant 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 of\nCommon 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      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\n                                       6\n\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 hereof\nhereby makes the representations set forth in Exhibit D-2 with respect to its\nacquisition of this Warrant and agrees that this Warrant and the Common Stock to\nbe issued to the Holder upon exercise hereof are being acquired for investment,\nsolely for the Holder's own account and not as a nominee for any other Person,\nand that the Holder will not offer, sell or otherwise dispose of this Warrant or\nany such shares of Common Stock except under circumstances which will not result\nin a violation of the Securities Act or this Agreement. Unless registered under\nthe Securities Act, upon exercise of this Warrant (other than through conversion\nof the Warrant on or after two years from the date hereof), the Holder shall\nconfirm in writing, by executing the form attached as Exhibit 'D-2' hereto, that\nthe shares of Common Stock purchased thereby are being acquired for investment,\nsolely for the Holder's own account and not as a nominee for any other Person,\nand not with a view toward distribution or resale.\n\n            (b) Certificate Legends. This Warrant and all Warrant Shares issued\nupon exercise of this Warrant (unless Registered under the Securities Act) shall\nbe stamped or imprinted with legends in substantially the following form (in\naddition 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 imprinted with a\nlegend 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 CONNECTION WITH THE SALE OF ALL OR\n      SUBSTANTIALLY ALL OF THE ASSETS, BUSINESS OR CAPITAL STOCK OF HOLDER, ALL\n      AS PROVIDED HEREIN.\n\n            (c) Additional Restriction on Transfer. The Holder shall not sell,\nassign or otherwise transfer, pledge or hypothecate all or part of this Warrant\nprior to a Change in Control without the prior written consent of the Company,\nwhich consent may be withheld in the Company's sole discretion; \n\n\n                                       7\n\n\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, sale\nor other disposition of any Warrant Shares issued upon exercise of this Warrant\nprior to Registration of such shares, the Shareholder agrees to give written\nnotice to the Company prior thereto, describing briefly the manner thereof,\ntogether with a written opinion of the Shareholder's counsel, if reasonably\nrequested by the Company, to the effect that such offer, sale or other\ndisposition may be effected without Registration under the Securities Act or\nqualification under any applicable state securities laws of such Warrant Shares\nand indicating whether or not under the Securities Act certificates for such\nWarrant 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 under this\nSection 3.2 upon the transferability of the Warrant (other than those in Section\n3.2(c)) and the shares of Common Stock acquired upon the exercise of this\nWarrant shall cease when (i) a registration statement covering the applicable\nsecurities becomes effective under the Securities Act, (ii) the Company is\npresented with an opinion of counsel reasonably satisfactory to the Company that\nsuch restrictions are no longer required in order to insure compliance with the\nSecurities Act or with a Commission 'no-action' letter stating that future\ntransfers of such securities by the transferor or the contemplated transferee\nwould be exempt from registration under the Securities Act, or (iii) such\nsecurities may be transferred in accordance with Rule 144(k). Subject to Section\n3.2(c), if applicable, when such restrictions terminate, the Company shall, or\nshall instruct its transfer agent to, promptly, and without expense to the\nShareholder issue new securities in the name of the Shareholder not bearing the\nlegends required under subsection (b) of this Section 3.2.\n\n\n                                       8\n\n\n      3.3. Exchange. At the Holder's option, this Warrant may be exchanged for\nother 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 the\nCompany of the loss, theft, destruction or mutilation of this Warrant and (i) in\nthe case of any such loss, theft or destruction, upon delivery of indemnity\nreasonably satisfactory to the Company in form and amount or (ii) in the case of\nany such mutilation, upon surrender of such Warrant for cancellation at the\nPrincipal Executive Office, the Company, at its expense, shall execute and\ndeliver, in lieu thereof, a new Warrant.\n\n                                   ARTICLE IV.\n                             ANTIDILUTION PROVISIONS\n\n      4.1. Reorganization, Reclassification or Recapitalization of the Company.\nIn case of (1) a capital reorganization, reclassification or recapitalization of\nthe Company's capital stock (other than in the cases referred to in Section 4.2\nhereof), (2) the Company's consolidation or merger with or into another\ncorporation in which the Company is not the surviving entity, or a reverse\ntriangular merger in which the Company is the surviving entity but the shares of\nthe Company's capital stock outstanding immediately prior to the merger are\nconverted, by virtue of the merger, into other property, whether in the form of\nsecurities, cash or otherwise, or (3) the sale or transfer of the Company's\nproperty as an entirety or substantially as an entirety, then, as part of such\nreorganization, reclassification, recapitalization, merger, consolidation, sale\nor transfer, lawful provision shall be made so that there shall thereafter be\ndeliverable upon the exercise of this Warrant or any portion thereof (in lieu of\nor in addition to the number of shares of Common Stock theretofore deliverable,\nas appropriate), and without payment of any additional consideration, the number\nof shares of stock or other securities or property to which the holder of the\nnumber of shares of Common Stock which would otherwise have been deliverable\nupon the exercise of this Warrant or any portion thereof at the time of such\nreorganization, reclassification, recapitalization, consolidation, merger, sale\nor transfer would have been entitled to receive in such reorganization,\nreclassification, recapitalization, consolidation, merger, sale or transfer.\nThis Section 4.1 shall apply to successive reorganizations, reclassifications,\nrecapitalizations, consolidations, mergers, sales and transfers and to the stock\nor securities of any other corporation that are at the time receivable upon the\nexercise of this Warrant.\n\n      4.2. Reclassifications. If the Company changes any of the securities as to\nwhich 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 purchase rights under this Warrant\nimmediately prior to such reclassification or other change and the Exercise\nPrice therefor shall be appropriately adjusted.\n\n      4.3. Splits and Combinations. If the Company at any time subdivides any of\nits 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 \n\n\n                                       9\n\n\nshares issuable upon exercise of this Warrant immediately prior to such\nadjustment by (ii) the Exercise Price per share in effect immediately after such\nadjustment.\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 or\nwind up its affairs, the Holder shall have the right, but not the obligation, to\nexercise this Warrant effective as of the date of such dissolution, liquidation\nor winding up. If any such dissolution, liquidation or winding up results in any\ncash distribution to the Holder in excess of the aggregate Exercise Price for\nthe shares of Common Stock for which this Warrant is exercised, then the Holder\nmay, at its option, exercise this Warrant without making payment of such\naggregate Exercise Price and, in such case, the Company shall, upon distribution\nto the Holder, consider such aggregate Exercise Price to have been paid in full,\nand in making such settlement to the Holder, shall deduct an amount equal to\nsuch aggregate Exercise Price from the amount payable to the Holder.\n\n      4.6. Antidilution Provisions.\n\n            4.6.1. Definitions. For purposes of this Section 4.6 the following\ndefinitions shall apply:\n\n            'Common Stock Equivalents' shall mean Convertible Securities and\nrights 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 Common\nStock 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 30, 1998, unless such Employee\nSecurities arise from exercise of Options granted prior to October 30, 1998.\n\n            'Current Exercise Price' shall mean the Exercise Price immediately\nbefore the occurrence of any event, which, pursuant to Section 4.6, causes an\nadjustment to the Exercise Price.\n\n            4.6.2. Adjustments to Exercise Price. The Exercise Price in effect\nfrom time to time shall be subject to adjustment in certain cases as follows:\n\n                  4.6.2.1. Issuance of Securities. Subject to Section 4.6.3, in\ncase the Company shall at any time after October 30, 1998 issue or sell any\nCommon 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\n                                       10\n\n\n                  For the purposes of this subsection 4.6.2.1, the following\nprovisions shall also be applicable:\n\n                  4.6.2.1.1. Cash Consideration. In case of the issuance or sale\nof additional Common Stock or Common Stock Equivalents for cash, the\nconsideration received by the Company therefor shall be deemed to be the amount\nof cash received by this corporation for such shares (or, if such shares are\noffered by the corporation for subscription, the subscription price, or, if such\nshares are sold to underwriters or dealers for public offering without a\nsubscription offering, the initial public offering price), without deducting\ntherefrom any compensation or discount paid or allowed to underwriters or\ndealers 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 issuance\n(otherwise than upon conversion or exchange of Convertible Securities) or sale\nof 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 case the\nCompany shall in any manner issue or grant any Options or any Convertible\nSecurities, the total maximum number of shares of Common Stock issuable upon the\nexercise of such Options or upon conversion or exchange of the total maximum\namount of such Convertible Securities at the time such Convertible Securities\nfirst become convertible or exchangeable shall (as of the date of issue or grant\nof such Options or, in the case of the issue or sale of Convertible Securities\nother than where the same are issuable upon the exercise of Options, as of the\ndate of such issue or sale) be deemed to be issued and to be outstanding for the\npurpose of this Section 4.6.2. and to have been issued for the sum of the amount\n(if any) paid for such Options or Convertible Securities and the minimum amount\n(if any) payable upon the exercise of such Options or upon conversion or\nexchange of such Convertible Securities at the time such Convertible Securities\nfirst become convertible or exchangeable; provided that, subject to the\nprovisions of Section 4.6.2.1.4, no adjustment or further adjustment of the\nExercise Price shall be made upon the actual issuance of (a) any such Common\nStock or Convertible Securities or upon the conversion or exchange of any such\nConvertible Securities or the exercise of such Options or (b) any Common Stock\nissued or sold pursuant to conversion of any Convertible Securities or exercise\nof any Options to the extent outstanding on October 30, 1998.\n\n                  4.6.2.1.4. Change in Option Price or Conversion Rate. If the\nexercise price provided for in any Option referred to in subsection 4.6.2.1.3,\nor the rate at which any Convertible Securities referred to in subsection\n4.6.2.1.3 are convertible into or exchangeable for shares of Common Stock shall\nchange at any time (other than under or by reason of provisions designed to\nprotect against dilution), the Current Exercise Price in effect at the time of\nsuch event shall forthwith be readjusted to the Exercise Price that would have\nbeen in effect at such time had such Options or Convertible Securities still\noutstanding provided for such changed exercise price, additional consideration\nor conversion rate, as the case may be, at the time initially granted, issued or\nsold. If the exercise price provided for in any such Option referred to in\nsubsection 4.6.2.1.3, or the additional consideration (if any) payable upon the\nconversion or exchange of any Convertible Securities 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 be reduced at any time under or by reason of provisions with\nrespect thereto designed to protect against dilution and such reduction would\ntrigger an adjustment under Subsection 4.6.2.1, then in case of the delivery of\nshares of Common Stock upon the exercise of any such Option or upon conversion\nor exchange of any such Convertible Security, the Current Exercise Price then in\neffect hereunder shall, upon issuance of such shares of Common Stock, be\nadjusted to such amount as would have obtained had such Option or Convertible\nSecurity never been issued and had adjustments been \n\n\n                                       11\n\n\nmade only upon the issuance of the shares of Common Stock actually delivered and\nfor the consideration actually received for such Option or Convertible Security\nand the Common Stock.\n\n                  4.6.2.1.5. Termination of Option or Conversion Rights. In the\nevent of the termination or expiration of any right to purchase Common Stock\nunder any Option or of any right to convert or exchange Convertible Securities,\nthe Current Exercise Price shall, upon such termination, be changed to the\nExercise Price that would have been in effect at the time of such expiration or\ntermination had such Option or Convertible Security, to the extent outstanding\nimmediately prior to such expiration or termination, never been issued, and the\nshares of Common Stock issuable thereunder shall no longer be deemed to be\nCommon Stock Outstanding.\n\n            4.6.3. Employee Securities. Notwithstanding anything in this Article\nIV to the contrary, the Exercise Price shall not be adjusted by virtue of the\nissuance or sale of Employee Securities and no Employee Securities shall be\nincluded 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 30, 1998 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 Company shall promptly mail a copy\nthereof to the Holder and shall make the adjustments described therein.\n\n      4.9. Certificates and Notices.\n\n            (a) Adjustment Certificates. Upon any adjustment of the Exercise\nPrice and\/or the number of shares of Common Stock purchasable upon exercise of\nthis Warrant, a certificate, signed by (i) the Company's President or Chief\nFinancial Officer, or (ii) any independent firm of certified public accountants\nof recognized national standing the Company selects at its own expense, setting\nforth in reasonable detail the events requiring the adjustment and the method by\nwhich such adjustment was calculated, shall be mailed to the Holder and shall\nspecify the adjusted Exercise Price and the number of shares of Common Stock\npurchasable upon exercise of the Warrant after giving effect to the adjustment.\n\n            (b) Extraordinary Corporate Events. If the Company, after the date\nhereof, proposes to effect (i) any transaction described in Sections 4.1 or 4.2\nhereof, 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 \n\n\n                                       12\n\n\nrecord shall be entitled to receive securities and\/or other property deliverable\nupon such action, if any such date is to be fixed. Such notice shall be mailed\nto the Holder at least twenty days prior to the record date for such action in\nthe case of any action described in clause (i) above at least ten days prior to\nthe record date for such action in the case of any action described in clause\n(iii) above, and in the case of any action described in clause (ii) above, at\nleast twenty days prior to the date on which the action described is to take\nplace and at least twenty days prior to the record date for determining holders\nof Common Stock entitled to receive securities and\/or other property in\nconnection with such action. The failure to give notice required by this Section\n4.9(b) or any defect therein shall be a breach of this Warrant but shall not\naffect the legality or validity of the action taken by the Company or the vote\nupon any such action. Unless specifically required by this Article IV, the\nExercise Price, the number of shares covered by each Warrant and the number of\nWarrants 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 or\nthrough any reorganization, recapitalization, transfer of assets, consolidation,\nmerger, dissolution, issuance or sale of securities or any other voluntary\naction, avoid or seek to avoid the observance or performance of any of the terms\nto be observed or performed hereunder by the Company, but shall at all times in\ngood faith assist in the carrying out of all the provisions of this Article IV\nand in the taking of all such action as may be necessary or appropriate in order\nto 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            5.1.1. Filing of Registration Statement. The Company shall use its\nbest efforts to secure effectiveness of, as soon as practicable, and shall file\nno 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 Registration\nExpenses (as defined below) in connection with any registration, qualification\nor compliance hereunder, and each Holder shall pay all Selling Expenses (as\ndefined below) and other expenses that are not Registration Expenses relating to\nthe Registrable Securities resold by such Holder. 'Registration Expenses' shall\nmean all expenses, except for Selling Expenses, incurred by the Company in\ncomplying with the registration provisions herein described, including, without\nlimitation, all registration, qualification and filing fees, printing expenses,\nfees and disbursements of counsel for the Company, blue sky fees and expenses\nand the expense of any special audits incident to or required by any such\nregistration. 'Selling Expenses' shall mean all selling commissions,\nunderwriting fees and stock transfer taxes applicable to the Registrable\nSecurities and all fees and disbursements of counsel for any Holder.\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 \n\n\n                                       13\n\n\nwith the Registration Statement as may be necessary to comply with the\nprovisions of the Securities Act with respect to the disposition of the\nRegistrable Securities; (iii) furnish such number of prospectuses and other\ndocuments incident thereto, including any amendment of or supplement to the\nprospectus, as a Holder from time to time may reasonably request; (iv) cause all\nsuch Registrable Securities registered as described herein to be listed on each\nsecurities exchange and quoted on each quotation system on which similar\nsecurities issued by the Company are then listed or quoted; (v) provide a\ntransfer agent and registrar for all Registrable Securities registered pursuant\nto the Registration Statement and a CUSIP number for all such Registrable\nSecurities; (vi) use its best efforts to comply with all applicable rules and\nregulations of the Commission, and make available to its securityholders, to the\nextent required, as soon as reasonably practicable, an earnings statement\ncovering the period of at least twelve months, but not more than eighteen\nmonths, beginning with the first month after the effective date of the\nRegistration Statement, which earnings statement shall satisfy the provisions of\nSection 11(a) of the Securities Act; and (vii) file the documents required of\nthe Company and otherwise use its best efforts to maintain requisite blue sky\nclearance in (A) all jurisdictions in which any of the Warrant Shares are\noriginally sold and (B) all other states specified in writing by a Holder as may\nreasonably be required to sell such Holder's Warrant Shares, provided, however,\nthat the Company shall not be required to qualify to do business, subject itself\nto taxation, or consent to service of process in any state in which it is not\nnow so qualified or subject to taxation or has not so consented.\n\n            5.1.4. Conditions and Limitations\n\n                  (a) Cooperation by Holder. It shall be a condition precedent\nto the obligation of the Company to take any action pursuant to this Article V\nin respect of the Registrable Securities that the Holder shall furnish to the\nCompany such information regarding such Registrable Securities and the intended\nmethod of disposition thereof and such other information as the Company shall\nreasonably request and as shall be required in connection with the action taken\nby the Company.\n\n                  (b) Notification Prior to Sale. If any Holder shall propose to\nsell any Registrable Securities pursuant to the Registration Statement, it shall\nnotify the Company of its intent to do so at least three full business days\nprior to such sale, and the provision of such notice to the Company shall be\ndeemed to establish an agreement by such Holder to comply with the registration\nprovisions contained herein. Such notice shall be deemed to constitute a\nrepresentation that any information previously supplied by such Holder is\naccurate as of the date of such notice. At any time within such three business\nday 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 Securities\ncovered by such registration statement at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act of the happening of\nany event or existence of any fact as a result of which the prospectus included\nin such registration statement, as then in effect, includes an untrue statement\nof a material fact or omits to state any material fact required to be stated\ntherein or necessary to make the statements therein not \n\n\n                                       14\n\n\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      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 not\njointly, agrees to indemnify and hold harmless the Company from and against any\nlosses, 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 \n\n\n                                       15\n\n\nincurred, reimburse the Company for any legal or other expenses reasonably\nincurred in investigating, defending or preparing to defend any such action,\nproceeding or claim.\n\n            5.2.3. Indemnification Procedures. Promptly after receipt by any\nindemnified 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            5.2.4. Contribution in Lieu of Indemnity. If the indemnification\nprovided for in this Section 5.2 is unavailable to or insufficient to hold\nharmless an indemnified party under Section 5.2.1 or 5.2.2 above in respect of\nany losses, claims, damages or liabilities (or actions or proceedings in respect\nthereof) referred to therein, then each indemnifying party shall contribute to\nthe amount paid or payable by such indemnified party as a result of such losses,\nclaims, damages or liabilities (or actions in respect thereof) in such\nproportion as is appropriate to reflect the relative benefit and relative fault\nof the respective parties as well as any other relevant equitable\nconsiderations. The relative fault shall be determined by reference to, among\nother things, whether the untrue or alleged untrue statement of a material fact\nor the omission or alleged omission to state a material fact relates to\ninformation supplied by the Company on the one hand or a Holder on the other and\nthe parties' relative intent, knowledge, access to information and opportunity\nto correct or prevent such statement or omission. The Company and the Holders\nagree that it would not be just and equitable if contribution pursuant to this\nSection 5.2.4 were determined by pro rata allocation (even if the Holders were\ntreated as one entity for such purpose) or by any other method of allocation\nwhich does not take account of the equitable considerations referred to above in\nthis Section 5.2.4. The amount paid or payable by an indemnified party as a\nresult of the losses, claims, damages or liabilities (or actions in respect\nthereof) referred to above in this Section 5.2.4 shall be deemed to include any\nlegal or other expenses reasonably incurred by such indemnified party in\nconnection with investigating or defending any such action or claim.\nNotwithstanding the provisions of this Section 5.2.4, no Holder shall be\nrequired 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\n                                       16\n\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\n                                   ARTICLE VI.\n              REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY\n\n      6.1. Representations and Warranties. The Company represents and warrants\nthat as of the date hereof:\n\n            (a) Legal Status; Qualification. The Company is a corporation duly\norganized, validly existing and in good standing under the laws of Rhode Island\nand is qualified or licensed to do business in all other countries, states and\nprovinces in which the laws thereof require the Company to qualify and\/or be\nlicensed, except where failure to qualify or be licensed would not have a\nmaterial adverse effect on the business or assets of the Company taken as a\nwhole;\n\n            (b) Capitalization. The Company's authorized capital stock consists\nof: 300,000,000 shares of Common Stock, of which 130,792,386 shares are issued\nand outstanding;\n\n            (c) Options. Except as described in Exhibit 'D-3' hereto there are\nno 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 duly\nauthorized 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, executed\nand delivered and constitutes a valid and binding obligation of the Company\nenforceable 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 the\nCompany of this Warrant shall not, by the lapse of time, the giving of notice or\notherwise, constitute a violation of any applicable law or a breach of any\nprovision 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 behalf\nhas, either directly or indirectly, sold, offered for sale or disposed of, or\nattempted or offered to dispose of, this Warrant or any part hereof, or any\nsimilar obligation of the Company, to, or has solicited any offers to buy \n\n\n                                       17\n\n\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 (for\npurposes 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 all such\naction as may be necessary to assure that the Common Stock issuable upon the\nexercise of this Warrant may be so issued without violation of any applicable\nlaw or regulation, or of any requirements of any domestic securities exchange or\nautomated quotation system upon which any capital stock of the Company may be\nlisted or quoted, as the case may be, provided that the Holder, at its sole\nexpense, 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 necessary\nor appropriate to validly and legally issue fully paid and nonassessable shares\nof Common Stock upon exercise of this Warrant. All such shares will be free from\nall taxes, liens and charges with respect to the issuance thereof, other than\nany stock transfer taxes in respect to any transfer occurring contemporaneously\nwith 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 \n\n\n                                       18\n\n\nterms of this Warrant are not and will not be adequate to the fullest extent\npermitted by law, and that such terms may be specifically enforced by a decree\nfor the specific performance of any agreement contained herein or by an\ninjunction against a violation of any of the terms hereof or otherwise.\n\n      7.5. Enforcement Costs. If the Holder, a Shareholder or the Company seeks\nto enforce its rights hereunder by legal proceedings or otherwise, then the\nnon-prevailing party shall pay all reasonable costs and expenses incurred by the\nprevailing party, including, without limitation, all reasonable attorneys' fees\n(including the allocable costs of in-house counsel).\n\n      7.6. Nonwaiver; Cumulative Remedies. No course of dealing or any delay or\nfailure 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 single or\npartial waiver by the Holder and\/or any Shareholder of any provision of this\nWarrant or of any breach or default hereunder or of any right or remedy shall\noperate as a waiver of any other provision, breach, default right or remedy or\nof the same provision, breach, default, right or remedy on a future occasion.\nThe rights and remedies provided in this Warrant are cumulative and are in\naddition to all rights and remedies which the Holder and each Shareholder may\nhave 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 this\nWarrant will be sufficiently given or made if sent by certified or registered\nmail, postage prepaid, nationally recognized overnight delivery service or\nfacsimile transmission, addressed to (a) the Holder and the Shareholders at\ntheir last known addresses appearing on the books of the Company maintained for\nsuch purpose or (b) the Company at its Principal Executive Office. The Holder,\nthe Shareholders and the Company may each designate a different address by\nnotice to the other pursuant to this Section 7.7. A notice shall be deemed\neffective 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 empowered\nto enforce any term, any term is found to be unenforceable, then such term shall\nbe deemed modified to the extent necessary to make it enforceable by such court\nor agency.\n\n            (b) If any term is not curable as set forth in subsection (a) above,\nthe unenforceability of such term shall not affect the other provisions of this\nWarrant but this Warrant shall be construed as if such unenforceable term had\nnever 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\n                                       19\n\n\n      7.11. Survival of Representations and Warranties. The representations and\nwarranties of any party in this Warrant shall survive the execution and delivery\nof this Warrant and the consummation of the transactions contemplated hereby,\nnotwithstanding 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      7.13. Headings. The headings of the Articles and Sections of this Warrant\nare for the convenience of reference only and shall not, for any purpose, be\ndeemed a part of this Warrant.\n\n      7.14. Meanings. Whenever used in this Warrant, any noun or pronoun shall\nbe deemed to include both the singular and plural and to cover all genders; and\nthe words 'herein,' 'hereof' and 'hereunder' and words of similar import shall\nrefer to this instrument as a whole, including any amendments hereto.\n\n      7.15. Governing Law. This Warrant shall be governed by, and construed in\naccordance 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\n                                       20\n\n\n      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by\nits duly authorized officer this October 30, 1998.\n\n      LUCASFILM 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\n\n                                       21\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\n                                       22\n\n\n                                  EXHIBIT 'D-1'\n\n                             NOTICE OF EXERCISE FORM\n\n                    (To be executed only upon partial or full\n                         exercise of the within Warrant)\n\n      The undersigned registered Holder of the within Warrant hereby irrevocably\nexercises the within Warrant for and purchases shares of Common Stock of Hasbro,\nInc. and herewith makes payment therefor in the amount of $____________, all at\nthe price and on the terms and conditions specified in the within Warrant and\nrequests that a certificate (or _________ certificates in denominations of\n_________ shares) for the shares of Common Stock of Hasbro, Inc. hereby\npurchased be issued in the name of and delivered to (choose one) (a) the\nundersigned or (b) [NAME], whose address is and, if such shares of Common Stock\nshall not include all the shares of Common Stock issuable as provided in the\nwithin Warrant, that a new Warrant of like tenor for the number of shares of\nCommon Stock of Hasbro, Inc. not being purchased hereunder be issued in the name\nof and delivered to (choose one) (a) the undersigned or (b) [NAME], whose\naddress is __________________________________.\n\nDated:____________________\n\nNOTICE:     The signature to this Notice of Exercise must correspond with the\n            name as written upon the face of the within Warrant in every\n            particular, without alteration or enlargement or any change\n            whatever.\n\n\n                                       23\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 financial\ncondition, and has acquired sufficient information about the Company to reach an\ninformed and knowledgeable decision to acquire the Securities. The Purchaser is\npurchasing the Securities for its own account for investment purposes only and\nnot with a view to, or for the resale in connection with, any 'distribution'\nthereof for purposes of the Securities Act of 1933, as amended (the 'Securities\nAct');\n\n      (c) The Purchaser understands that the Securities have not been registered\nunder the Securities Act in reliance upon a specific exemption therefor, which\nexemption depends upon, among other things, the bona fide nature of the\nPurchaser'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\n\nDate:__________________                 PURCHASER:____________________________\n\n\n                                       24\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 __________\nall of the rights of the undersigned under the within Warrant, with respect to\nshares of Common Stock of Hasbro, Inc. and, if such shares of Common Stock shall\nnot include all the shares of Common Stock issuable as provided in the within\nWarrant, that a new Warrant of like tenor for the number of shares of Common\nStock of Hasbro, Inc. not being transferred hereunder be issued in the name of\nand delivered to the undersigned, and does hereby irrevocably constitute and\nappoint __________ attorney to register such transfer on the books of Hasbro,\nInc. maintained for the purpose, with full power of substitution in the\npremises.\n\nDated:____________________\n\n                                        ___________________________________\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\n            upon the face of the within Warrant in every particular, without\n            alteration or enlargement or any change whatever.\n\n\n                                       25\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 plans\nfor 9,395,028 shares of Common Stock.\n\n2. Warrants granted to Lucas Licensing, Ltd. and Lucasfilm Ltd. for shares of\nCommon Stock on October 14, 1997.\n\n3. Warrants granted to DreamWorks LLC for shares of Common Stock.\n\n\n                                       26\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-41367","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\/41367","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=41367"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41367"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41367"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41367"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}