NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK OR OTHER
SECURITIES ISSUED ON THE EXERCISE HEREOF, HAS BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE NOTE HAS
BEEN (AND ANY SHARES OF COMMON STOCK OR OTHER SECURITIES ISSUED UPON
CONVERSION THEREOF WILL BE) ACQUIRED FOR INVESTMENT AND MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT OR IN THE
OPINION OF COUNSEL TO THE COMPANY, AN EXEMPTION FROM REGISTRATION
UNDER THE ACT IS AVAILABLE.
THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER 30, 2012
(THE "EXPIRATION DATE").
----------------
PWNo. __
TRIMEDIA ENTERTAINMENT GROUP, INC.
WARRANT TO PURCHASE SHARES OF
COMMON STOCK
FOR VALUE RECEIVED, __________________________________________
("WARRANTHOLDER"), is entitled to purchase, subject to the provisions of this
Warrant, __________________ shares ("WARRANT SHARES") of the common stock,
("COMMON STOCK") of TriMedia Entertainment Group, Inc., a Delaware corporation
("COMPANY"), at any time not later than 5:00 P.M., Eastern time, on the
Expiration Date (as defined above). The exercise price initially shall be equal
to one cent ($.01) per share and such exercise price and the exercise price in
effect hereinafter shall be referred to as ("WARRANT PRICE"). The number of
Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time as described herein. This
Warrant is one of a series of similar Warrants issued pursuant to a Subscription
Agreement (the "Subscription Agreement") among the Company, Holder and other
holders and dated as of November 19, 2007 and executed from time to time
thereafter. All Holders shall collectively be referred to as the "Holders" or
"Investors" and all Warrants issued pursuant to the Subscription Agreements
shall be referred to as the "Warrants". All references in this Warrant to dollar
amounts shall be to United States dollars.
Section 1. REGISTRATION. The Company shall maintain books for the
transfer and registration of the Warrant. Upon the initial issuance of this
Warrant, the Company shall issue and register the Warrant in the name of the
Warrantholder.
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Section 2. TRANSFERS. As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933, as amended ("SECURITIES ACT"), or an exemption from such
registration. Subject to such restrictions, the Company shall transfer this
Warrant from time to time upon the books to be maintained by the Company for
that purpose, upon surrender thereof for transfer properly endorsed or
accompanied by appropriate instructions for transfer and such other documents as
may be reasonably required by the Company, including, if required by the
Company, an opinion of its counsel to the effect that such transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance with the terms hereof, and a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company.
Section 3. EXERCISE OF WARRANT.
(a) Subject to the provisions hereof, Warrantholder may
exercise this Warrant in whole or in part (in minimum amounts of 10,000
Warrants, or if less, the remaining unexercised Warrants) at any time prior to
its expiration. upon surrender of the Warrant, together with delivery of the
duly executed Warrant Exercise Form attached hereto as with , payment by cash,
certified check or wire transfer of funds for the aggregate Warrant Price for
that number of Warrant Shares then being purchased, to the Company during normal
business hours on any business day at the Company's principal executive offices
(or such other office or agency of the Company as it may designate by notice to
the holder hereof).
(b) The Warrant Shares so purchased shall be deemed to be
issued to the holder hereof or such holder's designee, as the record owner of
such shares, as of the close of business on the date on which (i) this Warrant
shall have been surrendered or delivered (or evidence of loss, theft or
destruction thereof and security or indemnity satisfactory to the Company)and
(ii) the Warrant Price shall have been paid and the completed Warrant Exercise
Form shall have been delivered. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Warrant
Exercise Form , shall be delivered to the holder hereof within a reasonable
time, not exceeding five business days, after this Warrant shall have been so
exercised. The certificates so delivered shall be in such denominations as may
be requested by the holder hereof and shall be registered in the name of such
holder or such other name as shall be designated by such holder. If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver to the holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised. As used in
this Agreement, "business day" means a day, other than a Saturday or Sunday, on
which banks in New York City are open for the general transaction of business.
Section 4. COMPLIANCE WITH THE SECURITIES ACT OF 1933. The Company may
cause the legend set forth on the first page of this Warrant to be set forth on
each Warrant or similar legend on any security issued or issuable upon exercise
of this Warrant, unless counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.
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Section 5. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the registered holder of this Warrant in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company's reasonable satisfaction that such tax
has been paid. The holder shall be responsible for income taxes due under
federal, state or other law, if any such tax is due.
Section 6. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and
substitution of and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
requested by the Company.
Section 7. RESERVATION OF COMMON STOCK. The Company hereby covenants,
represents and warrants that after the amendment of the Certificate of
Incorporation of the Company to increase the authorized number of shares of
Common Stock of the Company, the Company shall reserve, and shall at all
applicable times keep reserved until issued (if necessary) as contemplated by
this SECTION 7, out of the authorized and unissued shares of Common Stock,
sufficient shares to provide for the exercise of the rights of purchase
represented by this Warrant. The Company agrees that all Warrant Shares issued
upon due exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
Section 8. ADJUSTMENTS UPON STOCK EVENTS AND STOCK ISSUANCES., The
Warrant Price and number of Warrant Shares subject to this Warrant shall be
subject to adjustment from time to time as set forth hereinafter.
(a). If outstanding shares of the common stock shall be
subdivided into a greater number of shares or a dividend in common stock shall
be paid in respect of common stock, the Warrant Price in effect immediately
prior to such subdivision or dividend shall simultaneously with the
effectiveness of such subdivision or dividend be proportionately reduced. If
outstanding shares of common stock shall be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased .
(b) . In case there occurs any reclassification or change of the
outstanding securities of the Company or any corporate reorganization on or
after the date hereof, then and in each such case the Holder, upon the exercise
hereof at any time after the consummation of such reclassification, change or
reorganization, shall be entitled to receive, in lieu of Common Stock, the stock
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or other securities or property to which such Holder would have been entitled
upon such consummation if such Holder had converted this Note immediately prior
thereto, all subject to further adjustment pursuant to the provisions of this
Sections 8.
Section 9. FRACTIONAL INTEREST. The Company shall not be required to
issue fractions of Warrant Shares upon the exercise of this Warrant. If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this SECTION 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising holder of
this Warrant an amount in cash equal to the Market Value of such fractional
share of Common Stock on the date of exercise. For purposes hereof, the "MARKET
PRICE" shall mean: the 4:00 p.m. closing bid prices (or where applicable the
closing price) for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin
Board, NASDAQ Small Cap Market, NASDAQ National Market System, American Stock
Exchange, or New York Stock Exchange (whichever of the foregoing is at the time
the principal trading exchange or market for the Common Stock, or if the shares
are not then trading on a Principal Market, such other market or exchange where
the Common Stock is listed or traded.
Section 10. NOTICES OF ADJUSTMENTS. Upon the happening of any event
requiring an adjustment of the Warrant Price or the number of Warrant Shares
purchasable hereunder, the Company shall promptly give written notice thereof to
the Warrantholder at the address appearing in the records of the Company,
stating the adjusted Warrant Price and/or the adjusted number of Warrant Shares
resulting from such event and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Failure to give
such notice to the Warrantholder or any defect therein shall not affect the
legality or validity of the subject adjustment.
Section 11. BENEFITS. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.
..
Section 12. NOTICE OF CERTAIN EVENTS. The Company shall give the
Warrantholder at least 20 days' prior written notice before the earlier of the
establishment of any record date in connection with, or any closing or effective
date for, any of the events described in Sections 8(a) or 8 (b) hereof.
Section 13. NOTICES. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (a) one business day
following the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified below, (b) four business days
-4-
following the date of mailing, if sent by U.S. overnight courier service, or (c)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such notices and communications are those set forth below, or
such other address as may be designated in writing hereafter, in the same
manner, by such person.
IF TO THE COMPANY:
TriMedia Entertainment Group, Inc.
115 East 57th Street, 11th Floor
New York, NY 10022
Attention: President
Fax No.: 212.820.9763
IF TO THE HOLDER AT THE ADDRESSES SET FORTH IN THE SUBSCRIPTION AGREEMENT
Section 14. SUCCESSORS. All the covenants and provisions hereof by or
for the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.
Section 15. GOVERNING LAW. This Warrant shall be governed by, and
construed in accordance with, the internal laws of the State of New York,
without reference to the choice of law provisions thereof. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in
Manhattan County and the United States District Court for the Southern District
of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Warrant and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Warrant. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court
Section 16. NO RIGHTS AS SHAREHOLDER. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
shareholder of the Company by virtue of its ownership of this Warrant unless
specifically set forth herein.
Section 17. AMENDMENTS. This Warrant shall not be amended without the
prior written consent of the Company and the then current Warrantholder.
Section 18. SECTION HEADINGS. The section headings in this Warrant are
for the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of ____________, 200__
TriMedia Entertainment Group, Inc.
By:___________________________
Name: ________________________
Title: ________________________
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TRIMEDIA ENTERTAINMENT GROUP, INC.
WARRANT EXERCISE FORM
To: TriMedia Entertainment Group, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant,
_______________ shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:
-------------------------------
Name
--------------------------------
Address
================================
Federal Tax ID or Social Security No.
and delivered by
|_| certified mail to the above address, or
|_| electronically (provide DWAC Instructions:___________________), or
|_| other (specify: __________________________________________).
and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares purchasable upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.
Dated: ___________________, ____
Note: The signature must correspond with the
name of the registered holder as written on the
first page of the Warrant in every particular,
without alteration or enlargement or any change
whatever, unless the Warrant has been assigned.
Signature:_____________________
______________________________
Name (please print)
______________________________
______________________________
Address
------------------------------
Federal Identification or
Social Security No.
Assignee:
==============================
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ASSIGNMENT FORM
To assign this Warrant, fill in the form below:
I, or we, assign and transfer this Warrant to
===============================================
-----------------------------------------------
(Print or type assignee's name, address and zip code)
-----------------------------------------------
(Insert assignee's social security or tax identification number, if any)
and irrevocably appoint
----------------------------------------------------
as agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Date:
-------------- ---------------------------------------------
(Sign exactly as your name appears on the face of this Warrant)
ASSIGNMENT IS SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THIS WARRANT
-------------------------------
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