AMENDMENT TO COMMON STOCK PURCHASE WARRANT
__________________________________________
This Amendment (this "Amendment") to the Common Stock
Purchase Warrant is entered into effective as of August 31, 1995, between
Starion International, Ltd., a British Virgin Island Limited Partnership
(the "Holder"), and TRISTAR CORPORATION, a Delaware corporation (the
"Company"). Capitalized terms used herein but not defined herein have the
respective meanings given them in the Warrant (as defined below).
RECITALS
________
WHEREAS, the Company and the Holder are parties to a Common
Stock Purchase Warrant (the "Warrant") dated as of December 14, 1994,
pursuant to which the Holder was granted the right to purchase from the
Company, at any time on or before 5 p.m. Eastern Standard Time on December
15, 2004, two million (2,000,000) shares of the common stock of the Company,
$.01 par value ("Common Stock");
WHEREAS, the Company has agreed, subject to certain
conditions, to amend the Warrant as additional consideration in connection
with the merger (the "Merger") of Eurostar Perfumes, Inc., a Texas
corporation ("Eurostar"), with and into the Company;
WHEREAS, the Company and the Holder desire to amend the
Warrant to reflect such agreement;
AGREEMENTS
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NOW THEREFORE, in consideration of the foregoing premises
and of the mutual promises contained herein and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Exercise Price. Subject to the consummation of the
Merger and as of the Effective Time of the Merger (as such term is defined
in the Agreement and Plan of Merger dated as of ________________________,
1995, among the Company, Eurostar and Transvit Manufacturing Corporation, a
Panamanian corporation), Article 4.1 of the Warrant establishing the
Exercise Price of the Warrant Stock shall be amended and replaced with the
following:
"4.1 Exercise Price. The Exercise Price for the Warrant
Stock shall be the lessor of (i) $5.34 per share, or (ii) an amount per
share equal to the lowest average Closing Sales Price (as defined below) of
the Warrant Stock for any twenty (20) consecutive trading days during the
period beginning the day after the Effective Time and ending on August 31,
1996. The Exercise Price shall increase 10% per share on December 15, 2001,
on December 15, 2002 and on December 15, 2003, on a cumulative and
compounded basis. The "Closing Sales Price" as of a certain date will mean
the average of the closing bid and asked prices, in the over-the-counter
market as reported by the National Association of Securities Dealers
Automated Quotation System, or if not so reported, as reported by the
National Quotation Bureau, Incorporated, or any successor thereof, or if not
so reported, the average of the closing bid and asked prices as furnished by
any member of the National Association of Securities Dealers, Inc., selected
from time to time by the Company for that purpose, or, if the Warrant Stock
2
is listed or admitted to trading on a national securities exchange, the
average of the reported closing bid and asked prices, regular way, on the
principal national securities exchange on which the Warrant Stock is listed
or admitted to trading."
2. No Adjustment of Warrant Stock. The Holder hereby
acknowledges and agrees that the Merger does not result in an increase in
the number of shares of Warrant Stock subject to the Warrant.
3. Waiver of Notice. The Holder hereby waives its
right to notice of the Merger as provided under Section 5.3 of the Warrant.
4. Further Amendments. Any and all of the terms and
conditions of the Warrant are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as to conform
to the amendments and modifications contained in this Agreement.
5. Ratification of Warrant. Except as amended hereby,
the Warrant is hereby ratified and confirmed and shall continue in full
force and effect.
IN WITNESS WHEREOF, the Company and the Holder have caused
this Agreement to be executed and delivered as of the date first above
written.
STARION INTERNATIONAL, LTD.
By: /s/ Xxx Xxxxx
__________________
Name: Xxx Xxxxx
Title: Managing Director
TRISTAR CORPORATION
By: /s/ Xxxxx Xxxxx
__________________
Name: Xxxxx Xxxxx
Title: President