exv4w2





Exhibit 4.2


Execution Version


NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND SUCH
SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
AN AMENDED AND RESTATED SHAREHOLDER AGREEMENT, DATED AS OF FEBRUARY 25, 2009, AMONG
VALUEVISION MEDIA, INC., GE CAPITAL EQUITY INVESTMENTS, INC. AND NBC UNIVERSAL, INC., AS
THEREAFTER AMENDED FROM TIME TO TIME.




THE RESTATED ARTICLES OF INCORPORATION, AS AMENDED, OF THE COMPANY PROVIDE THAT, EXCEPT AS
OTHERWISE PROVIDED BY LAW, SHARES OF STOCK IN THE COMPANY SHALL NOT BE TRANSFERRED TO
“ALIENS” UNLESS, AFTER GIVING EFFECT TO SUCH TRANSFER, THE AGGREGATE NUMBER OF SHARES OF
STOCK OWNED BY OR FOR THE ACCOUNT OF “ALIENS” WILL NOT EXCEED 20% OF THE NUMBER OF SHARES OF
OUTSTANDING STOCK OF THE COMPANY, AND THE AGGREGATE VOTING POWER OF SUCH SHARES WILL NOT
EXCEED 20% OF THE AGGREGATE VOTING POWER OF ALL OUTSTANDING SHARES OF VOTING STOCK OF THE
COMPANY. NOT MORE THAN 20% OF THE AGGREGATE VOTING POWER OF ALL SHARES OUTSTANDING ENTITLED
TO VOTE MAY BE VOTED BY OR FOR THE ACCOUNT OF “ALIENS.” IF, NOTWITHSTANDING SUCH
RESTRICTION ON TRANSFERS TO “ALIENS,” THE AGGREGATE NUMBER OF SHARES OF STOCK OWNED BY OR
FOR THE ACCOUNT OF “ALIENS” EXCEEDS 20% OF THE NUMBER OF SHARES OF OUTSTANDING STOCK OF THE
COMPANY OR IF THE AGGREGATE VOTING POWER OF SUCH SHARES EXCEEDS 20% OF THE AGGREGATE VOTING
POWER OF ALL OUTSTANDING SHARES OF VOTING STOCK OF THE COMPANY, THE COMPANY HAS THE RIGHT TO
REDEEM SHARES OF ALL CLASSES OF CAPITAL STOCK, AT THEIR THEN FAIR MARKET VALUE, ON A PRO
RATA BASIS, OWNED BY OR FOR THE ACCOUNT OF ALL “ALIENS” IN ORDER TO REDUCE THE NUMBER OF
SHARES AND/OR PERCENTAGE OF VOTING POWER HELD BY OR FOR THE ACCOUNT OF “ALIENS” TO THE
MAXIMUM NUMBER OR PERCENTAGE ALLOWED UNDER THE RESTATED ARTICLES OF INCORPORATION, AS
AMENDED, OR AS OTHERWISE REQUIRED BY APPLICABLE FEDERAL LAW. AS USED HEREIN, ALIENS” MEANS
ALIENS AND THEIR REPRESENTATIVES, FOREIGN GOVERNMENTS AND THEIR REPRESENTATIVES, AND



 








 







CORPORATIONS ORGANIZED UNDER THE LAW OF A FOREIGN COUNTRY, AND THEIR REPRESENTATIVES. THE
COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF
THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS
OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF
THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.



6,000,000 Warrants




Date of Issuance: February 25, 2009




COMMON STOCK PURCHASE WARRANTS




Exercisable commencing February 25, 2009

Void after Expiration Time (as defined herein)




          ValueVision Media, Inc., a Minnesota corporation (the “Company”), hereby certifies
that, for value received, GE Capital Equity Investments, Inc., a Delaware corporation (the
“Initial Holder” or “GE”), or registered assigns (in either case, the
“Warrantholder”), is the owner of 6,000,000 Warrants (as defined below), each of which
entitles the Warrantholder to purchase from the Company one fully paid, duly authorized and
nonassessable share of Common Stock, par value $0.01 per share, of the Company (the “Common
Stock”) at any time or from time to time subject to the terms set forth herein, commencing on
February 25, 2009 (the “Issue Date”) and continuing up to the Expiration Time (as defined
herein) at a per share exercise price determined according to the terms and subject to the
conditions set forth in this certificate (the “Warrant Certificate”). The number of shares
of Common Stock issuable upon exercise of each such Warrant and the exercise price per share of
Common Stock are subject to adjustment from time to time pursuant to the provisions of Sections 8
and 9 of this Warrant Certificate. The Warrants evidenced by this Warrant Certificate (the
“Warrants”) are being issued pursuant to an Exchange Agreement, dated as of February 25,
2009 (as it may be amended, supplemented or otherwise modified from time to time, the “Exchange
Agreement”), by and between the Company, NBC and the Initial Holder.




          Section 1. Definitions. As used in this Warrant Certificate, the following terms
shall have the meanings set forth below:





     “Additional Warrants” shall have the meaning set forth in the Distribution
Agreement.



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     “Affiliate” shall mean, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control with, such
Person. As used in this definition, “control” (including its correlative meanings,
“controlled by” and “under common control with”) shall mean the possession, directly or
indirectly, of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by contract or
otherwise).




     “Articles of Incorporation” shall mean the Restated Articles of Incorporation
of the Company, as amended, as further amended from time to time.




     “Beneficially Own” shall have the meaning set forth in Rule 13d-3 under the
Exchange Act, except that a Person shall be deemed to “Beneficially Own” all securities that
such Person has a right to acquire, whether such right is exercisable immediately or only
after the passage of time (and without any additional condition), provided that a
Person shall not be deemed to “Beneficially Own” any shares of Common Stock which are
issuable upon exercise of any Additional Warrants unless and until such Additional Warrants
are actually issued and outstanding (at which time such Person shall be deemed to
Beneficially Own all shares of Common Stock which are issuable upon exercise of such
Additional Warrants, whether or not they are vested or unvested).




     “Board of Directors” shall mean the board of directors of the Company.




     “Business Day” shall mean any day, other than a Saturday, Sunday or a day on
which commercial banks in New York, New York are authorized or obligated by law or executive
order to close.



          “Certificate of Designation” shall mean the Certificate of Designation of the
Preferred Stock, to be executed and filed with the Secretary of State of the State of Minnesota on
or prior to February 25, 2009.





     “Common Stock” shall have the meaning set forth in the preamble hereto.




     “Company” shall have the meaning set forth in the preamble hereto.




     “Designated Entity” shall mean HSN, Inc., QVC, Inc., Ion Media Networks, Inc.,
and America’s Collectibles Network, Inc. (a/k/a Jewelry Television or JTV) and any of their
respective Affiliates.




     “Distribution Agreement” means that certain Distribution and Marketing
Agreement, dated as of March 8, 1999, between the Company and NBC, as amended from time to
time.



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     “Election to Exercise” shall have the meaning set forth in Section 4.2(a)
hereof.




     “Equity Securities” shall mean, with respect to any Person, any and all common
stock, preferred stock, any other class of capital stock and partnership or limited
liability company interests of such Person or any other similar interests of any Person that
is not a corporation, partnership or limited liability company.




     “Exchange Act” shall mean the Securities Exchange act of 1934, as amended, and
the rules and regulations promulgated thereunder.




     “Exercise Price” shall have the meaning set forth in Section 8 hereof.




     “Exchange Agreement” shall have the meaning set forth in the preamble hereto.




     “Expiration Date” shall mean with respect to any Warrant represented hereunder,
the tenth anniversary of the Issue Date.




     “Expiration Time” shall mean 5:00 P.M., New York City time, on the Expiration
Date.




     “Expired” shall mean, with respect to a Warrant issued hereunder, that such
Warrant has not been exercised prior to the Expiration Date for such Warrant.




     “Fractional Warrant Share” shall mean any fraction of a whole share of Common
Stock issued, or issuable upon, exercise of the Warrants.




     “GE” shall have the meaning set forth in the preamble hereto.




     “Governmental Entity” shall mean any federal, state or local government or any
court, administrative agency or commission or other governmental authority or agency,
domestic or foreign.




     “Independent Expert” shall mean an investment banking firm mutually acceptable
to the Company and the Warrantholder.




     “Initial Holder” shall have the meaning set forth in the preamble hereto.




     “Issue Date” shall have the meaning set forth in the preamble hereto.




     “Market Price” shall mean, with respect to a share of Common Stock on any day,
except as set forth below in the case that the shares of Common Stock are not publicly held
or listed, the average of the “quoted prices” of the Common Stock for 30 consecutive Trading
Days commencing 45 Trading Days before the date in



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question. The term “quoted prices” of
the Common Stock shall mean the last reported sale price on that day or, in case no such
reported sale takes place on such day, the average of the last reported bid and asked
prices, regular way, on that day, in either case, as reported in the consolidated
transaction reporting system with respect to securities listed on Nasdaq or, if the shares
of Common Stock are not listed on Nasdaq, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal national
securities exchange on which the shares of Common Stock are listed or admitted to trading
or, if the shares of Common Stock are not listed on Nasdaq and not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices on such other nationally recognized quotation
system then in use, or, if on any such day the shares of Common Stock are not quoted on any
such quotation system, the average of the closing bid and asked prices as furnished by a
professional market maker selected by the Board of Directors making a market in the shares
of Common Stock. Notwithstanding the foregoing, if the shares of Common Stock are not
publicly held or so listed, quoted or publicly traded, the “Market Price” means the fair
market value of a share of Common Stock, as determined in good faith by the Board of
Directors; provided, however, that if the Warrantholder shall dispute the
fair market value as determined by the Board, the Warrantholder and the Company shall retain
an Independent Expert. The determination of fair market value by the Independent Expert
shall be final, binding and conclusive on the Company and the Warrantholder. All costs and
expenses of the Independent Expert shall be borne by the Warrantholder unless the
determination of fair market value is more favorable to such Warrantholder by 5% or more, in
which case, all such costs and expenses shall be borne by the Company.




     “Nasdaq” shall mean The Nasdaq Stock Market’s Global Market.




     “NBC” shall mean NBC Universal, Inc., a Delaware corporation.




     “Organic Change” shall mean, with respect to any Person, any transaction
(including without limitation any recapitalization, capital reorganization or
reclassification of any class or series of Equity Securities, any consolidation of such
Person with, or merger of such Person into, any other Person, any merger of another Person
into such Person (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of capital stock of such Person),
and any sale or transfer or lease of all or substantially all of the assets of such Person,
but not including any stock split, combination or subdivision which is the subject of
Section 9.1(b)) pursuant to which any entire class or series of Equity Securities of such
Person is exchanged for, or converted into the right to receive other securities, cash or
other property.




     “Person” shall mean any individual, firm, corporation, company, limited
liability company, association, partnership, joint venture, trust or unincorporated
organization, or a government or any agency or political subdivision thereof.



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     “Preferred Stock” shall mean the Series B Redeemable Preferred Stock, par value
$0.01 per share, of the Company.




     “Record Date” shall have the meaning set forth in Section 9.1(a) hereof.




     “Reference Date” shall have the meaning set forth in Section 9.1(c) hereof.




     “Registration Rights Agreement” shall mean the amended and restated
registration rights agreement, dated as of February 25, 2009, among GE, NBC and the
Company.




     “Restricted Parties” shall mean each of (i) NBC, its Ultimate Parent Entity (if
any), each Subsidiary of NBC and each Subsidiary of its Ultimate Parent Entity, (ii) GE, its
Ultimate Parent Entity (if any), each Subsidiary of GE and each Subsidiary of its Ultimate
Parent Entity and (iii) any Affiliate of any Person that is a Restricted Party if (and only
if) such Restricted Party has the right or power (acting alone or solely with other
Restricted Parties) to either cause such Affiliate to comply with or prevent such Affiliate
from not complying with all of the terms of this Agreement that are applicable to Restricted
Parties.




     “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.




     “Shareholder Agreement” shall mean the Amended and Restated Shareholder
Agreement, dated as of February 25, 2009, among GE, NBC and the Company, as hereafter
amended, restated or supplemented from time to time.




     “Subsidiary” shall mean, as to any Person, a corporation, partnership, limited
liability company, joint venture or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, directly or indirectly through one or more intermediaries (including,
without limitation, other Subsidiaries), or both, by such Person.




     “Trading Day” shall mean any day on which Nasdaq is open for trading, or if the
shares of Common Stock are not listed on Nasdaq, any day on which the principal national
securities exchange or national quotation system on which the shares of Common Stock are
listed, admitted to trading or quoted is open for trading, or if the shares of Common Stock
are not so listed, admitted to trading or quoted, any Business Day.



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     “Ultimate Parent Entity” shall mean, with respect to any Person (the
“Subject Person”), the Person (if any) that (i) owns, directly or indirectly through
one or more intermediaries, or both, shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of the Subject Person and (ii) is not itself a Subsidiary of any
other Person or is a natural person.




     “Warrant” shall have the meaning set forth in the preamble hereto.




     “Warrant Certificate” shall have the meaning set forth in the preamble hereto.




     “Warrant Register” shall have meaning set forth in Section 2.2 hereof.




     “Warrant Shares” shall mean the shares of Common Stock issued, or issuable
upon, exercise of the Warrants.




     “Warrantholder” shall have the meaning set forth in the preamble hereto.



          Section 2. Transferability.




          2.1 Registration. The Warrants shall be issued only in registered form. The Company
agrees to maintain, at its office or agency, books for the registration and transfer of the
Warrants.




          2.2 Transfer. Subject to the terms and conditions of the Shareholder Agreement, the
Warrants evidenced by this Warrant Certificate may be sold or otherwise transferred at any time
(except as such sale or transfer may be restricted pursuant to the regulations of the Federal
Communications Commission, the Securities Act or any applicable state securities laws) with the
prior written consent of the Company, which consent shall not be unreasonably withheld;
provided, however, that the consent of the Company shall not be deemed to have been
unreasonably withheld if the Company does not approve a transfer of such Warrants to any Designated
Entity. Any such sale or transfer shall be effected on the books of the Company (the “Warrant
Register”) maintained at its principal executive offices upon surrender of this Warrant
Certificate for registration of transfer duly endorsed by the Warrantholder or by its duly
authorized attorney or representative, or accompanied by proper evidence of succession, assignment
or authority to transfer. Upon any registration of transfer, the Company shall execute and deliver
a new Warrant Certificate or Certificates in appropriate denominations to the Person or Persons
entitled thereto.




          Section 3. Exchange of Warrant Certificate.





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          Any Warrant Certificate may be exchanged for another certificate or certificates of like tenor
entitling the Warrantholder to purchase a like aggregate number of Warrant Shares as the
certificate or certificates surrendered then entitles such Warrantholder to purchase. Any
Warrantholder desiring to exchange a Warrant Certificate shall make such request in writing
delivered to the Company, and shall surrender, properly endorsed, the certificate evidencing the
Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the Person
entitled thereto a new Warrant Certificate or Certificates as so requested.




          Section 4. Term of Warrants; Exercise of Warrants.




          4.1 Vesting and Duration of Warrants. Subject to the terms and conditions set forth
in this Warrant Certificate and the Shareholder Agreement, the Warrantholder may exercise the
Warrants evidenced hereby, in whole or in part, at any time and from time to time after the Issue
Date and before the Expiration Time of such Warrants. Any Warrant not exercised by the Expiration
Time applicable to such Warrant shall become void, and all rights hereunder with respect to such
Warrant shall thereupon cease.




          4.2 Exercise of Warrant.




          (a) On the terms and subject to the conditions set forth in this Warrant Certificate and the
Shareholder Agreement, the Warrantholder may exercise the Warrants evidenced hereby, in whole or in
part, by presentation and surrender to the Company of this Warrant Certificate together with the
attached Election to Exercise (the “Election to Exercise”) duly filled in and signed, and
accompanied by payment to the Company of the Exercise Price for the number of Warrant Shares
specified in such Election to Exercise. Payment of the aggregate Exercise Price (including payment
made pursuant to a purchase under Section 9.3(a) hereof) shall be made (i) in cash in an amount
equal to the aggregate Exercise Price; (ii) by certified or official bank check in an amount equal
to the aggregate Exercise Price; (iii) by the surrender (which surrender shall be evidenced by
cancellation of the number of Warrants represented by any Warrant certificate presented in
connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by
one or more relevant Warrant certificates), and without the payment of the Exercise Price in cash,
in return for the delivery to the surrendering holder of such number of shares of Common Stock
equal to the number of shares of Common Stock for which such Warrant is exercisable as of the date
of exercise (if the Exercise Price were being paid in cash or certified or official bank check)
reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the
aggregate Exercise Price to be paid by (y) the Market Price of one share of Common Stock on the
Business Day which next precedes the day of exercise of the Warrant or (iv) by any combination of
the foregoing. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a
“Cashless Exercise.”




          (b) On the terms and subject to the conditions set forth in this Warrant Certificate, upon
such presentation of a duly executed Election to Exercise and surrender of this Warrant Certificate
and payment of such aggregate Exercise Price as set forth in



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paragraph (a) hereof, the Company
shall promptly issue and cause to be delivered to the Warrantholder, or, subject to Section 2
hereunder, to such Persons as the Warrantholder may designate in writing, a certificate or
certificates (in such name or names as the Warrantholder may designate in writing) for the
specified number of duly authorized, fully paid and non-assessable Warrant Shares issuable upon
exercise, and shall deliver to the Warrantholder cash, as provided in Section 10 hereof, with
respect to any Fractional Warrant Shares otherwise issuable upon such surrender. In the event that
the Warrants evidenced by this Warrant Certificate are exercised in part prior to the Expiration
Time applicable to such Warrants, the Company shall issue and cause to be delivered to the
Warrantholder, or, subject to Section 2 hereunder, to such Persons as the Warrantholder may
designate in writing, a certificate or certificates (in such name or names as the Warrantholder may
designate in writing) evidencing any remaining unexercised and un-Expired Warrants.




          (c) Each Person in whose name any certificate for Warrant Shares is issued shall for all
purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on
the first date on which both the Warrant Certificate evidencing the respective Warrants was
surrendered, along with a duly executed Election to Exercise, and payment of the Exercise Price and
any applicable taxes was made, irrespective of date of issue or delivery of such certificate.




          4.3 Conditions to Exercise. Each exercise of the Warrants shall be subject to the
following conditions:





     (a) Such exercise shall be consistent with the terms of Section 4.2 hereof;




     (b) The purchase of the Warrant Shares issuable upon such exercise shall not be
prohibited under applicable law; and




     (c) If in the opinion of counsel to the Company, the exercise would require consent of
the Federal Communications Commission, the receipt of such consent prior to the exercise.



          Section 5. Payment of Taxes.




          The Company shall pay any and all documentary, stamp or similar issue or transfer taxes and
other governmental charges that may be imposed under the laws of the United States or any political
subdivision or taxing authority thereof or therein in respect of any issue or delivery of Warrant
Shares or of other securities or property deliverable upon exercise of the Warrants evidenced by
this Warrant Certificate or certificates representing such shares or securities (other than income
or withholding taxes imposed on the Warrantholder); provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable with respect to any
transfer involving the issue of any Warrant Certificate or any certificates for Warrant Shares in a
name other than that of the registered holders thereof, and the Company shall not be required to
issue or deliver such Warrant Certificate or certificates for Warrant Shares unless and until the
person or persons



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requesting the issuance thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax has been paid.




          Section 6. Mutilated or Missing Warrant.




          If any Warrant Certificate is lost, stolen, mutilated or destroyed, the Company shall issue in
exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in
lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, upon receipt of a
proper affidavit or other evidence reasonably satisfactory to the Company (and surrender of any
mutilated Warrant Certificate) and indemnity in form and amount reasonably satisfactory to the
Company in each instance protecting the Company, a new Warrant Certificate of like tenor and
representing an equivalent number of Warrants as the Warrant Certificate so lost, stolen, mutilated
or destroyed. Any such new Warrant Certificate shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant
Certificate shall be at any time enforceable by anyone. An applicant for such substitute Warrant
Certificate shall also comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe. All Warrant Certificates shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to the replacement of
lost, stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement of negotiable instruments or other securities without their
surrender.




          Section 7. Reservation of Shares.




          The Company hereby agrees that, at all times until all of the Warrants issued hereunder have
been exercised, Expired or canceled, there shall be reserved for issuance and delivery upon
exercise of this Warrant, free from preemptive rights, the number of shares of authorized but
unissued shares of Common Stock as may be required at such time (adjusted from time to time for
cancellation of exercised or Expired Warrants) for issuance or delivery upon exercise of the
Warrants evidenced by this Warrant Certificate. The Company further agrees that it will not, by
amendment of its Articles of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance
or performance of any of the covenants, stipulations or conditions to be observed or performed
hereunder by the Company. Without limiting the generality of the foregoing, the Company shall from
time to time take all such action that may be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock at the Exercise Price as so
adjusted.




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          Section 8. Exercise Price.




          The price per share (the “Exercise Price”) at which Warrant Shares shall be
purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate shall be $0.75,
subject to adjustment pursuant to Section 9 hereof.




          Section 9. Adjustment of Exercise Price and Number of Shares.




          The number and kind of securities purchasable upon the exercise of the Warrants evidenced by
this Warrant Certificate and the Exercise Price thereof shall be subject to adjustment from time to
time after the date hereof upon the happening of certain events, as follows:




          9.1 Adjustments to Exercise Price. The Exercise Price shall be subject to adjustment
as follows:





     (a) Stock Dividends. In case the Company shall, after the Issue Date, pay a
dividend or make a distribution on its Common Stock or on any other class or series of
capital stock of the Company which dividend or distribution includes or is convertible
(without the payment of any consideration other than surrender of such convertible security)
into Common Stock, the Exercise Price in effect at the opening of business on the day
following the date fixed for determination of the holders of Common Stock or capital stock
entitled to such payment or distribution (the “Record Date”) shall be reduced by
multiplying such Exercise Price by a fraction of which (A) the numerator shall be the number
of shares of Common Stock outstanding at the close of business on the Record Date and (B)
the denominator shall be the sum of such number of shares and the total number of shares
constituting or included in such dividend or other distribution (or in the case of a
dividend consisting of securities convertible into Common Stock, the number of shares of
Common Stock into which such securities are convertible), such reduction to become effective
immediately after the opening of business on the day following the Record Date;
provided, however, that if any such dividend or distribution is rescinded
and not paid, then the Exercise Price shall, as of the date when it is determined that such
dividend or distribution will be rescinded, revert back to the Exercise Price in effect
prior to the adjustment made pursuant to this paragraph.




     (b) Stock Splits and Reverse Splits. In case the Common Stock shall be
subdivided into a greater number of shares of Common Stock or combined into a smaller number
of shares of Common Stock, the Exercise Price in effect at the opening of business on the
day following the day upon which such subdivision or combination becomes effective shall be
adjusted so that the holder of any Warrants thereafter surrendered for purchase of shares of
Common Stock shall be entitled to receive the number of shares of Common Stock which such
holder would have owned or been entitled to receive after the happening of such events had
such Warrants been



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surrendered for exercise immediately prior to such event. Such
adjustment shall become effective at the close of business on the day upon which such
subdivision or combination becomes effective.




     (c) Special Dividends. Subject to the last sentence of this paragraph (c), in
case the Company shall, by dividend or otherwise, distribute to all holders of its Common
Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or
assets (including securities, but excluding any shares of Common Stock, rights, warrants,
options or convertible securities for which an appropriate and full adjustment has been made
pursuant to paragraph (a) above), the Exercise Price in effect on the day immediately
preceding the date fixed for the payment of such distribution (the date fixed for payment
being referred to as the “Reference Date”) shall be reduced by multiplying such
Exercise Price by a fraction of which (A) the numerator shall be the current Market Price
per share of the Common Stock on the Reference Date less the fair market value (as
determined in good faith by the Board of Directors, whose determination shall be mailed to
the holders of the Warrants) on the Reference Date of the portion of the evidences of
indebtedness, shares of capital stock, cash and assets so distributed applicable to one
share of Common Stock, and (B) the denominator shall be such current Market Price per share
of the Common Stock, such reduction to become effective immediately prior to the opening of
business on the day following the Reference Date; provided, however, that if
such dividend or distribution is rescinded and not paid, then the Exercise Price shall, as
of the date when it is determined that such dividend or distribution will be rescinded,
revert back to the Exercise Price in effect prior to the adjustment made pursuant to this
paragraph. If the Board of Directors determines the fair market value of any distribution
for purposes of this paragraph (c) by reference to the actual or when issued trading market
for any securities comprising such distribution, it must in doing so consider, to the extent
possible, the prices in such market over the same period used in computing the current
Market Price per share of Common Stock pursuant to this Section 9.1. Notwithstanding the
foregoing, if the holders of a majority of the outstanding unexercised and un-Expired
Warrants shall dispute the fair market determination of the Board of Directors, an
Independent Expert shall be selected to determine the fair market value of the Common Stock
as of the Reference Date, and such Independent Expert’s determination shall be final,
binding and conclusive. All costs and expenses of such Independent Expert shall be borne by
the holders of the then outstanding unexercised and un-Expired Warrants unless the
determination of fair market value is more favorable to such holders by 5% or more, in which
case, all such costs and expenses shall be borne by the Company. For purposes of this
paragraph (c), any dividend or distribution that also includes shares of Common Stock or
rights, warrants or options to subscribe for or purchase shares of Common Stock shall be
deemed to be (1) a dividend or distribution of the evidences of indebtedness, cash, assets
or shares of capital stock other than such shares of Common Stock or rights, warrants,
options or



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convertible securities (making any Exercise Price reduction required by this
subparagraph (c)) immediately followed by (2) a dividend or distribution of such shares of
Common Stock or such rights, warrants, options or convertible securities (making any further
Exercise Price reduction required by subparagraph (a) of this Section 9.1), except (A) the
Reference Date of such dividend or distribution as defined in this subparagraph (c) shall be
substituted as “the date fixed for the determination of shareholders entitled to receive
such dividend or other distribution” within the meaning of subparagraph (a) of this Section
9.1 and (B) any shares of Common Stock included in such dividend or distribution shall not
be deemed “outstanding at the close of business on the date fixed for such determination”
within the meaning of subparagraph (a) of this Section 9.1).




     (d) Minimum Adjustment Requirement. No adjustment shall be required unless
such adjustment would result in an increase or decrease of at least 1% in the Exercise Price
then subject to adjustment; provided, however, that any adjustments that are not made by
reason of this Section 9.1(d) shall be carried forward and taken into account in any
subsequent adjustment. In case the Company shall at any time issue shares of Common Stock
by way of dividend on any stock of the Company or subdivide or combine the outstanding
            shares of Common Stock, said 1% specified in the preceding sentence (as theretofore
increased or decreased, if said amount shall have been adjusted in accordance with the
provisions of this Section 9.1(d)) shall forthwith be proportionately increased in the case
of such a combination or decreased in the case of such a subdivision or stock dividend so as
appropriately to reflect the same. No adjustment to the Exercise Price shall be required if
the holders of the outstanding unexercised Warrants receive the dividend or distribution
giving rise to such adjustment in respect of each such Warrant.




     (e) Calculations. All calculations under this Section 9.1 shall be made to the
nearest $0.01.




     (f) Other Reductions in Exercise Price. The Company from time to time may
reduce the Exercise Price by any amount for any period of time if the period is at least 20
days, the reduction is irrevocable during the period, subject to any conditions that the
Board of Directors may deem relevant, and the Board of Directors of the Company shall have
made a determination that such reduction would be in the best interest of the Company, which
determination shall be conclusive. Whenever the Exercise Price is reduced pursuant to the
preceding sentence, the Company shall mail to the Warrantholder a notice of the reduction at
least fifteen days prior to the date the reduced Exercise Price takes effect, and such
notice shall state the reduced Exercise Price and the period it will be in effect. If the
Company shall take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or other distribution, and shall thereafter and before the
distribution to shareholders thereof legally abandon its plan to pay or deliver such
dividend or distribution, then thereafter no adjustment in the number of shares of Common
Stock issuable upon exercise granted by this Section 9.1 or in the Exercise Price then in
effect shall be required by reason of the taking of such record.



13









 






     (g) Exercise between Record and Payment Date. Anything in this Section 9.1 to
the contrary notwithstanding, in the event that a record date is established for a dividend
or distribution that gives rise to an adjustment to the Exercise Price pursuant to this
Section 9.1, if any Warrant is exercised to purchase shares of Common Stock between such
record date and the date such dividend or distribution is paid then (x) the number of shares
of Common Stock issued at the time of such exercise will be determined by reference to the
Exercise Price as in effect without taking into account the adjustment resulting from such
dividend or distribution and (y) on the date that such dividend or distribution is actually
paid there shall be issued in respect of such exercise such number of additional shares of
Common Stock as is necessary to reflect the Exercise Price in effect after taking into
account the adjustment resulting from the dividend or distribution.




     (h) Certificate. Whenever an adjustment in the Exercise Price is made as
required or permitted by the provisions of this Section 9.1, the Company shall promptly
prepare a certificate of its chief financial officer setting forth (A) the adjusted Exercise
Price as provided in this Section 9.1 and a brief statement of the facts requiring such
adjustment and the computation thereof and (B) the number of shares of Common Stock (or
portions thereof) purchasable upon exercise of a Warrant after such adjustment in the
Exercise Price in accordance with Section 9.2 hereof and the record date therefor, and
promptly after the preparation of such certificate shall mail or cause to be mailed a notice
of such adjustment to each Warrantholder at his or her last address as the same appears on
the Warrant Register. Such certificate, in the absence of manifest error, shall be
conclusive and final evidence of the correctness of such adjustment. The Company shall be
entitled to rely upon such certificate, and shall be under no duty or responsibility with
respect to any such certificate except to exhibit the same to any Warrantholder desiring
inspection thereof.




     (i) Notice. In case:




          (i) the Company shall declare any dividend or any distribution of any kind or
character (whether in cash, securities or other property) on or in respect of shares of
Common Stock or to the shareholders of the Company (in their capacity as such), excluding a
dividend payable in shares of Common Stock or any regular periodic cash dividend paid out of
current or retained earnings (as such terms are used in generally accepted accounting
principles); or




          (ii) the Company shall authorize the granting to the holders of shares of Common Stock
of rights to subscribe for or purchase any shares of capital stock or of any other right; or




          (iii) of any reclassification of shares of Common Stock (other than a subdivision or
combination of outstanding shares of Common Stock or a change in par value, or from par
value to no par value, or from no par value to par value), or of any consolidation or merger
to which the Company is a party and for which approval



14









 







of any shareholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets of the
Company; or




          (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the
Company;




then the Company shall cause to be mailed to each Warrantholder, at its last address as it
shall appear upon the Warrant Register, at least 10 days prior to the applicable record date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or, if a record is not to be taken, the
date as of which the holders of shares of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding
up is expected to become effective, and, if applicable, the date as of which it is expected
that holders of shares of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities or other property (including cash) deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding
up. Failure to give any such notice, or any defect therein, shall not affect the validity
of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.




     (j) Section 305. Anything in this Section 9.1 to the contrary notwithstanding,
the Company shall be entitled, but not required, to make such reductions in the Exercise
Price, in addition to those required by this Section 9.1, as it in its discretion shall
determine to be advisable, including, without limitation, in order that any dividend in or
distribution of shares of Common Stock or shares of capital stock of any class other than
Common Stock, subdivision, reclassification or combination of shares of Common Stock,
issuance of rights or warrants, or any other transaction having a similar effect, shall not
be treated as a distribution of property by the Company to its shareholders under Section
305 of the Internal Revenue Code of 1986, as amended, or any successor provision and shall
not be taxable to them.



          9.2 Adjustments to Number of Warrant Shares.




          Upon each adjustment of the Exercise Price pursuant to Section 9.1 hereof, the number of
Warrant Shares purchasable upon exercise of a Warrant outstanding prior to the effectiveness of
such adjustment shall be adjusted to the number, calculated to the nearest one-hundredth of a
share, obtained by (x) multiplying the number of Warrant Shares purchasable immediately prior to
such adjustment upon the exercise of a Warrant by the Exercise Price in effect prior to such
adjustment and (y) dividing the product so obtained by the Exercise Price in effect after such
adjustment of the Exercise Price.




15









 








          9.3 Organic Change.




          (a) Company Survives. Upon the consummation of an Organic Change (other than a
transaction in which the Company is not the surviving entity), lawful provision shall be made as
part of the terms of such transaction whereby the terms of the Warrant Certificates shall be
modified, without payment of any additional consideration therefor, so as to provide that upon
exercise of Warrants following the consummation of such Organic Change, the Warrantholder shall
have the exclusive right to purchase for the Exercise Price the kind and amount of securities, cash
and other property receivable upon such Organic Change by a holder of the number of Warrant Shares
into which such Warrants might have been exercised immediately prior to such Organic Change.
Lawful provision also shall be made as part of the terms of the Organic Change so that all other
terms of the Warrant Certificates shall remain in full force and effect following such an Organic
Change. The provisions of this Section 9.3(a) shall similarly apply to successive Organic Changes.




          (b) Company Does Not Survive. The Company shall not enter into an Organic Change that
is a transaction in which the Company is not the surviving entity unless lawful provision shall be
made as part of the terms of such transaction whereby the surviving entity shall issue new
securities to each Warrantholder, without payment of any additional consideration therefor, with
terms that provide that upon the exercise of the Warrants, the Warrantholder shall have the
exclusive right to purchase the kind and amount of securities, cash and other property receivable
upon such Organic Change by a holder of the number of Warrant Shares into which such Warrants might
have been exercised immediately prior to such Organic Change.




          9.4 Statement on Warrants. The form of Warrant Certificate need not be changed
because of any adjustment made pursuant to Section 8, Section 9.1 or Section 9.2 hereof, and
Warrants issued after such adjustment may state the same Exercise Price and the same number of
Warrant Shares as are stated in this Warrant Certificate.




          Section 10. Fractional Interests.




          The Company shall not be required to issue Fractional Warrant Shares on the exercise of the
Warrants evidenced by this Warrant Certificate. If Fractional Warrant Shares totaling more than
one Warrant Share in the aggregate are presented for exercise at the same time by the
Warrantholder, the number of full Warrant Shares which shall be issuable upon exercise thereof
shall be computed on the basis of the aggregate number of Warrant Shares so purchasable upon the
exercise of the Warrants so presented. If any Fractional Warrant Share would but for the
provisions of this Section 10 be issuable on the exercise of this Warrant (or specified portions
thereof), the Company shall pay an amount in cash equal to the fraction of a Warrant Share
represented by such Fractional Warrant Share multiplied by the Market Price on the day of such
exercise.





16









 








          Section 11. No Rights as Shareholder.




          Nothing in this Warrant Certificate shall be construed as conferring upon the Warrantholder or
its transferees any rights as a shareholder of the Company, including the right to vote, receive
dividends, consent or receive notices as a shareholder with respect to any meeting of shareholders
for the election of directors of the Company or any other matter.




          Section 12. Cooperation; Validity of Warrant.




          The Company shall use its reasonable best efforts to obtain all such authorizations,
exemptions or consents from any Governmental Entity having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant. In addition, upon the request
of Warrantholder, the Company will at any time during the period this Warrant is outstanding
acknowledge in writing, in form satisfactory to Warrantholder, the continuing validity of this
Warrant and the obligations of the Company hereunder.




          Section 13. Listing on Nasdaq or Securities Exchange.




          The Company shall list any shares of Common Stock issuable upon exercise of the Warrants
evidenced by this Warrant Certificate in accordance with and as required by Section 5(l) of the
Registration Rights Agreement.




          Section 14. Covenant Regarding Consent.




          The Company hereby covenants to use its reasonable best efforts upon the request of the
Warrantholder to seek any waivers or consents, or to take any other action required, to effectuate
the exercise of this Warrant by such Warrantholder.




          Section 15. Limitation on Liability.




          No provision hereof, in the absence of action by the Warrantholder to receive shares of Common
Stock, and no enumeration herein of the rights or privileges of the Warrantholder, shall give rise
to any liability of the Warrantholder for any value subsequently assigned to the Common Stock or as
a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.




17









 








          Section 16. Nonwaiver and Expenses.




          No course of dealing or any delay or failure to exercise any right hereunder on the part of
the Warrantholder or the Company shall operate as a waiver of such right or otherwise prejudice the
Warrantholder’s, or the Company’s, as the case may be, rights, powers or remedies.




          Section 17. Amendment.




          This Warrant and all other Warrants issued hereunder may be modified or amended or the
provisions hereof waived with the written consent of the Company and holders of Warrants
exercisable for in excess of 50% of the aggregate number of shares of Common Stock then receivable
upon exercise of all Warrants whether or not then exercisable; provided that no such
Warrant may be modified or amended in a manner which is materially adverse to the Initial Holder or
any of its successors or assigns, so long as such Person holds any Warrants or Warrant Shares,
without the prior written consent of such Person.




          Section 18. Successors.




          All the covenants and provisions of this Warrant Certificate by or for the benefit of the
Company or the Warrantholder shall bind and inure to the benefit of their respective successors and
permitted assigns hereunder.





18









 








          Section 19. Governing Law; Choice of Forum, Etc.




     The validity, construction and performance of this Warrant Certificate shall be governed by
and interpreted in accordance with, the laws of New York. The parties hereto agree that the
appropriate forum for any disputes arising out of this Warrant Certificate solely between or among
any or all of the Company, on the one hand, and the Initial Holder and/or any Person who has become
a Warrantholder, on the other, shall be any state or U.S. federal court sitting within the County
of New York, New York or County of Hennepin, Minnesota, and the parties hereto irrevocably consent
to the jurisdiction of such courts, and agree to comply with all requirements necessary to give
such courts jurisdiction. The parties hereto further agree that the parties will not bring suit
with respect to any disputes, except as expressly set forth below, arising out of this Warrant
Certificate for the execution or enforcement of judgment, in any jurisdiction other than the above
specified courts. Each of the parties hereto irrevocably consents to the service of process in any
action or proceeding hereunder by the mailing of copies thereof by registered or certified airmail,
postage prepaid, if to (i) the Company, at ValueVision Media, Inc., 6740 Shady Oak Road, Eden
Prairie, MN 55344-3433, Attention: General Counsel, Fax: (612) 943-6111, or at such other address
specified by the Company in writing to the other parties, with a copy to Faegre & Benson LLP, 2200
Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, Attention: Peter J.
Ekberg, Fax: (612) 766-1600 and (ii) any Warrantholder, at the address of such Warrantholder
specified in the Warrant Register. The foregoing shall not limit the rights of any party hereto to
serve process in an other manner permitted by the law or to obtain execution of judgment in any
other jurisdiction. The parties further agree, to the extent permitted by law, that final and
unappealable judgment against any of them in any action or proceeding contemplated above shall be
conclusive and may be enforced in any other jurisdiction within or outside the United States by
suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the
fact and the amount of indebtedness. THE PARTIES AGREE TO WAIVE ANY AND ALL RIGHTS THAT THEY MAY
HAVE TO A JURY TRIAL WITH RESPECT TO DISPUTES ARISING OUT OF THIS AGREEMENT.



          Section 20. Enforcement.




          The parties agree that irreparable damage would occur in the event that any of the provisions
of this Warrant were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Warrant and to enforce specifically the terms and
provisions of this Warrant.





19









 








          Section 21. Benefits of this Agreement.




          Nothing in this Warrant Certificate shall be construed to give to any Person other than the
Company and the Warrantholder any legal or equitable right, remedy or claim under this Warrant
Certificate, and this Warrant Certificate shall be for the sole and exclusive benefit of the
Company and the Warrantholder.




[Signature page follows]





20









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	VALUEVISION MEDIA, INC.

 	 
	 	By:  	/s/ Nathan E. Fagre
 	 
	 	 	Name:  	Nathan E. Fagre 	 
	 	 	Title:  	Senior Vice President, General

Counsel and Secretary 	 



 








 




	 	 	 	 	 



ELECTION TO EXERCISE
(To be executed upon exercise of Warrants)


     To ValueVision Media, Inc.:


     The undersigned hereby irrevocably elects to exercise the right represented by the within
Warrant Certificate for, and to acquire 

thereunder, ___ Warrant Shares, as provided for therein,
and tenders herewith [payment of] [pursuant to a Cashless Exercise of securities with a value
equal to] the $___ Exercise Price in full in the form of [COMPLETE WHERE APPLICABLE]:



     [     ] cash or a certified or official bank check in the amount of $                    ; 

     and/or     


     [     ]exchange of                      Warrants for                      Warrant Shares


     For a total Exercise Price of $                    .


If the value of the shares of the Company securities exchanged herewith exceeds the value of the
Exercise Price applied to such delivery, then the Company shall reissue certificates representing
such securities in the amounts necessary to preserve the value of such securities not applied to
the exercise of the Warrants pursuant to this Election to Exercise.



 








 




Please issue a certificate or certificates for such Warrant Shares in the name of, and pay
any cash for any Fractional Warrant Shares to (please print name, address and social security or
other identifying number)*:



	 	 	 
	Name:
	 	 
	 

	 	 
	 
	 	 
	Address:
	 	 
	 

	 	 
	 
	 	 
	Soc. Sec. #:
	 	 





AND, if such number of Warrant Shares shall not be all the shares purchasable under the within
Warrant Certificate, a new Warrant Certificate is to be issued in the name of the undersigned for
the balance remaining of the Warrant Shares purchasable thereunder rounded up to the next higher
whole number of Warrant Shares.




	 	 	 	 	 	 	 
	 
	 	Signature:**	 	
 
	 	 








 




			
	*	 	The Warrant Certificate contains restrictions on the sale and other transfer of the Warrants
evidenced by such Warrant Certificate.
	 
	**	 	The above signature must correspond exactly with the name on the face of this Warrant
Certificate or with the name of the assignee appearing in the assignment form below.




 








 










ASSIGNMENT FORM




(To be signed only upon assignment of Warrant)




          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto




 

















 




(Name and Address of Assignee must be Printed or Typewritten)



Warrants to purchase                      Warrant Shares of the Company, evidenced by the within Warrant
Certificate hereby irrevocably constituting and appointing
                                        
Attorney to transfer
said Warrants on the books of the Company, with full power of substitution in the premises.




Dated:
                    ,
                    



	 	 	 	 	 
	 

	 	 

Signature of Registered Holder*
	 	 
	 
	 	 	
 
	 	 
	Signature Guaranteed:
	 	Signature of Guarantor	 	 








 




			
	*	 	The above signature must correspond exactly with the name on the face of this Warrant Certificate.