Exhibit 4.4
VOID AFTER 5 P.M. PACIFIC TIME ON , 2003
WARRANTS TO PURCHASE COMMON STOCK
W_____ _________ Warrants
audiohighway.com
CUSIP 050740 11 7
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Warrants
("Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from audiohighway.com, a corporation incorporated under the laws of
the State of California ("Company"), subject to the terms and conditions set
forth hereinafter and in the Warrant Agreement hereinafter more fully
described (the "Warrant Agreement") referred to, at any time on or before the
close of business on , 2003 or, if such Warrant is redeemed as
provided in the Warrant Agreement, at any time prior to the effective time of
such redemption (the "Expiration Date"), one fully paid and non-assessable
share of Common Stock of the Company ("Common Stock") upon presentation and
surrender of this Warrant Certificate, with the instructions for the
registration and delivery of Common Stock filled in, at the stock transfer
office in Glendale, California, of U.S. Stock Transfer Corporation, Warrant
Agent of the Company ("Warrant Agent") or of its successor warrant agent or,
if there be no successor warrant agent, at the corporate offices of the
Company, and upon payment of the Exercise Price (as defined in the Warrant
Agreement) and any applicable taxes paid either in cash, or by certified or
official bank check, payable in lawful money of the United States of America
to the order of the Company. Each Warrant initially entitles the holder to
purchase one share of Common Stock for $ . The number and kind of
securities or other property for which the Warrants are exercisable are
subject to further adjustment in certain events, such as mergers, splits,
stock dividends, recapitalizations and the like, to prevent dilution. The
Company may redeem any or all outstanding and unexercised Warrants at any
time if the Daily Price has exceeded $ for ten calendar days immediately
preceding the date of notice of such redemption, upon 30 days' notice, at a
price equal to $0.25 per Warrant. For the purpose of the foregoing sentence,
the term "Daily Price" shall mean, for any relevant day, the closing bid
price on that day as reported by the principal exchange or quotation system
on which prices for the Common Stock are reported. All Warrants not
theretofore exercised or redeemed will expire on , 2003.
This Warrant Certificate is subject to all of the terms,
provisions and conditions of the Warrant Agreement, dated as of ,
1998 ("Warrant Agreement"), between the Company and the Warrant Agent, to
all of which terms, provisions and conditions the registered holder of this
Warrant Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made
to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant
Agent or may be obtained upon written request addressed to the Company at
20600 Mariani Avenue, Cupertino, California 95014, Attention: Chief Financial
Officer.
The Company shall not be required upon the exercise of the
Warrants evidenced by this Warrant Certificate to issue fractions of
Warrants, Common Stock or other securities, but shall make adjustment
therefor in cash on the basis of the current market value of any fractional
interest as provided in the Warrant Agreement.
In certain cases, the sale of securities by the Company upon
exercise of Warrants would violate the securities laws of the United States,
certain states thereof or other jurisdictions. The Company has agreed to use
all commercially reasonable efforts to cause a registration statement to
continue to be effective during the term of the Warrants with respect to such
sales under the Securities Act of 1933, and to take such action under the
laws of various states as may be required to cause the sale of securities
upon exercise to be lawful. However, the Company will not be required to
honor the exercise of Warrants if, in the opinion of the Board of Directors,
upon advice of counsel, the sale of securities upon such exercise would be
unlawful. In certain cases, the Company may, but is not required to, purchase
Warrants submitted for exercise for a cash price equal to the difference
between the market price of the securities obtainable upon such exercise and
the exercise price of such Warrants.
This Warrant Certificate, with or without other Certificates,
upon surrender to the Warrant Agent, any successor warrant agent or, in the
absence of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered. If the Warrants evidenced by this
Warrant Certificate shall be exercised in part, the holder hereof shall be
entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised.
No holder of this Warrant Certificate, as such, shall be
entitled to vote, receive dividends or be deemed the holder of Common Stock
or any other securities of the Company which may at any time be issuable on
the exercise hereof for any purpose whatever, nor shall anything contained in
the Warrant Agreement or herein be construed to confer upon the holder of
this Warrant Certificate, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof or give or withhold consent
to any corporate action (whether upon any matter submitted to shareholders at
any meeting thereof, or give or withhold consent to any merger,
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, conveyance or
otherwise) or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Warrant Agreement) or to receive
dividends or subscription rights or otherwise until the Warrants evidenced by
this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable as
provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise
within any period during which the transfer books for the Company's Common
Stock or other class of stock purchasable upon the exercise of the Warrants
evidenced by this Warrant Certificate are closed for any purpose, the Company
shall not be required to make delivery of certificates for shares purchasable
upon such transfer until the date of the reopening of said transfer books.
Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:
(a) this Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and
(b) the Company and the Warrant Agent may deem and treat the person in whose
name this Warrant Certificate is registered as the absolute owner hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatever
and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.
The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant to
the Warrant Agreement shall have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.
This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.
Dated:
audiohighway.com
By: /S/ NATHAN M. SCHULHOF
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Chief Executive Officer
Attest: /S/ GRANT JASMIN
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Secretary
Countersigned
U.S. STOCK TRANSFER CORPORATION
By: /S/
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Authorized Officer