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EXHIBIT 4.2
TSUNAMI MEDIA CORPORATION
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Void After ____________________
Number [W__________] Warrants to Purchase Common
Stock
[__________________]
CUSIP [_______________]
THIS IS TO CERTIFY that, for value received,
or registered assigns (the "Warrantholder"), is the registered
owner of the above-indicated number of Warrants. Each full Warrant
entitles the Warrantholder to purchase from TSUNAMI MEDIA
CORPORATION (the "Company"), a Texas corporation, at any time from
purchase to March 31, 2002 one fully paid and nonassessable share
of Common Stock ($0.0001 par value per share) of the Company at the
purchase price of $6.00 (the "Exercise Price") in lawful money of
the United States of America for each Warrant represented hereby
upon surrender of this Warrant Certificate, with the exercise form
hereon duly completed and executed, with payment of the Exercise
Price to the Company, but only subject to the conditions set forth
herein. The Company has the option of redeeming the Warrants in
whole or in part, upon thirty (30) calendar days prior written
notice to registered Warrantholders for a price of $3.00 per
Redeemable Warrant. In addition to the purchase price of the
submitted warrant the presenter must also pay the transfer fee.
No fractional shares of Common Stock will be issued on the exercise
of the Warrants, but in lieu thereof a cash payment, equal to the
fair market value of any fractional shares of Common Stock
otherwise issuable upon the exercise of the Warrants on the date of
receipt by the Company of a notice of exercise, will be made as
provided in the Warrant Agreement.
Upon due presentment for registration for transfer of this Warrant
Certificate to the Company a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like
number of Warrants, upon payment of the transfer fee and any tax or
other governmental charge imposed in connection with such transfer.
The Warrantholder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants
during the exercise period and in the manner stated hereon. The
Exercise Price shall be payable in lawful money of the United
States of America by certified or cashier's check payable to the
order of the Company. Upon any exercise of any Warrants evidenced
by this Warrant Certificate in an amount less than the number of
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Warrants so evidenced there shall be issued to the Warrantholder a
new Warrant Certificate evidencing the number of Warrants not so
exercised. No adjustment shall be made for any dividends on any
shares issued upon exercise of this Warrant.
This certificate may be exchanged, when surrendered to the Company
by the registered holder in person or by duly authorized attorney,
for another certificate(s) of different denominations, of like
tenor and evidencing in the aggregate a like number of Warrants.
Prior to due presentment for registration of transfer of this
certificate, the Company may deem and treat the registered holder
hereof as the absolute owner of this certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone
other than the Company), for the purpose of any exercise of the
Warrants evidenced hereby and for all other purposes, and neither
the Company shall be affected by any notice to the contrary.
The holder of this certificate shall not be entitled to any of the
rights of a stockholder of the Company prior to the exercise
hereof.
No Warrant may be exercised other than in accordance with the terms
set forth above.
This Warrant Certificate shall not be valid unless manually
countersigned by the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be signed by its President and by its Secretary, each by a
facsimile of his signature, and has caused a facsimile of its
corporate seal to be imprinted hereon.
Dated:
Corporate Seal ________________________________
President
________________________________
Secretary
