THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
ENTERTAINMENT BOULEVARD, INC.
Expires December 29, 2004
No. W-
FOR VALUE RECEIVED, the undersigned, ENTERTAINMENT BOULEVARD, INC., a Nevada
corporation (together with its successors and assigns, the "Issuer"), hereby
certifies that
_________________________________ (the "Holder"),
or its registered assigns is entitled to purchase, during the period specified
in this Warrant, up to 40,000 shares (subject to adjustment as hereinafter
provided) of the duly authorized, validly issued, fully paid and non-assessable
common stock, par value $0.001 per share, of the Issuer (the "Common Stock"), at
an exercise price per share equal to $1.00 per share (the "Exercise Price"),
subject to the provisions and upon the terms and conditions hereinafter set
forth. The shares of Common Stock to be issued upon exercise of this Warrant are
referred to herein as the "Warrant Shares."
1. TERM. The right to subscribe for and purchase the Warrant Shares
represented hereby shall commence upon issuance of this Warrant and shall expire
at 5:00 p.m., Los Angeles time, on December 29, 2004 (the "Term"). Prior to the
end of the Term, the Issuer will not take any action that would terminate this
Warrant.
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2. METHOD OF EXERCISE PAYMENT; ISSUANCE OF NEW WARRANT;
REGISTRATION, TRANSFER AND EXCHANGE.
(a) TIME OF EXERCISE. The purchase rights represented by this
Warrant may be exercised in whole or in part at any time and from time to time
during the Term.
(b) MANNER OF EXERCISE. The Holder hereof may exercise this
Warrant, in whole or in part, by the surrender of this Warrant (together with
the exercise form attached hereto duly completed and executed) at the principal
office of the Issuer at 00000 Xxxxxx Xxxxxxxxx, Xxxxx X, Xxx Xxxxxxx,
Xxxxxxxxxx, or at such other location designated by the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Exercise Price multiplied by the number of Warrant Shares with respect to which
this Warrant is then being exercised (subject to adjustment in accordance with
the provisions of Section 4 hereof), payable at such holder's election (i) in
cash or cash equivalents, (ii) by surrender to the Issuer for cancellation of a
portion of this Warrant representing the difference between the total number of
Warrant Shares in respect of which this Warrant is being exercised minus the
amount determined by multiplying a fraction, the numerator of which is an amount
equal to the current market price per share of Common Stock as of the date of
such exercise less the Exercise Price, and the denominator of which is the
current market price, (iii) by cancellation of any indebtedness owed by the
Corporation to the Holder, or (iv) by a combination of the foregoing methods of
payment selected by the Holder. In any case where the consideration payable upon
such exercise is being paid in whole or in part pursuant to clause (ii) of this
Section 2(b), such exercise shall be accompanied by written notice from the
Holder specifying the manner of payment thereof and containing a calculation
showing the number of Warrant Shares with respect to which rights are being
surrendered thereunder and the net number of shares to be issued after giving
effect to such surrender.
(c) ISSUANCE OF CERTIFICATES. In the event of any exercise of
the rights represented by this Warrant in accordance with and subject to the
terms and conditions hereof, (i) a certificate or certificates for the number of
full Warrant Shares so purchased, shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time after such exercise,
together with payment for any fractional shares as provided in Section 6 hereof,
and the Holder hereof shall be deemed for all purposes to be the Holder of the
Warrant Shares so purchased as of the date of such exercise, and (ii) unless
this Warrant has expired, a new Warrant representing the number of Warrant
Shares, if any, with respect to which this Warrant shall not then have been
exercised (less any amount thereof which shall have been canceled in payment or
partial payment of the Exercise Price as provided herein) shall also be issued
to the Holder hereof at the Issuer's expense within such time.
(d) WARRANT REGISTER. The Warrants shall be numbered and shall
be registered in a Warrant Register (the "Warrant Register"). The Issuer shall
be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person, and shall not be liable for any registration of
transfer of Warrants which are registered or are to be registered in the name of
a fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting
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registration of transfer, or with such knowledge of such facts that its
participation therein amounts to bad faith.
(e) TRANSFER OF WARRANT. The Warrants shall not be sold,
transferred, assigned or hypothecated, in part or in whole (other than by will
or pursuant to the laws of descent and distribution), except to registered
assigns of the Holder and thereafter only upon delivery thereof duly endorsed by
the Holder or by his duly authorized attorney or representative, or accompanied
by proper evidence of succession, assignment or authority to transfer. In all
cases of transfer by an attorney, the original power of attorney, duly approved,
or an official copy thereof, duly certified, shall be deposited with the Issuer.
In case of transfer by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited with the Issuer in its discretion.
Upon any registration of transfer, the Issuer shall deliver a new Warrant or
Warrants to the persons entitled thereto. This Warrant may be exchanged at the
option of the Holder thereof for another Warrant, or other Warrants, of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares upon surrender to the Issuer
or its duly authorized agent. Notwithstanding the foregoing, the Issuer shall
have no obligation to cause Warrants to be transferred on its books to any
person if such transfer would violate the Securities Act.
(f) COMPLIANCE WITH SECURITIES LAWS.
(i) The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares to be issued upon
exercise hereof are being acquired solely for the Holder's own account
and not as a nominee for any other party, and for investment only, and
that the Holder will not offer, sell, otherwise dispose of this Warrant
or any Warrant Shares to be issued upon exercise hereof except pursuant
to an effective registration statement, or an exemption from
registration, under the Securities Act and any applicable state
securities laws.
(ii) Except as provided in paragraph (iii) below, this Warrant
and all certificates representing Warrant Shares issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
(iii) The restrictions imposed by this subsection (f) upon
transfer of this Warrant and the Warrant Shares to be purchased upon
exercise hereof shall terminate (A) when such
3
securities shall have been effectively registered under the Securities
Act, (B) upon the Issuer's receipt of an opinion of counsel, in form
and substance reasonably satisfactory to the Issuer, addressed to the
Issuer to the effect that such restrictions are no longer required to
insure compliance with the Securities Act or (C) upon the Issuer's
receipt of other evidence reasonably satisfactory to the Issuer that
such registration is not required. Whenever such restrictions shall
cease and terminate as to any such securities, the Holder thereof shall
be entitled to receive from the Issuer (or its transfer agent and
registrar), without expense (other than applicable transfer taxes, if
any), new Warrants (or, in the case of Warrant Shares, new stock
certificates) of like tenor not bearing the applicable legends required
by paragraph (ii) above relating to the Securities Act and state
securities laws.
3. STOCK FULLY PAID; PAYMENT OF TAXES; LOSS, THEFT, DESTRUCTION OF
WARRANTS.
(a) STOCK FULLY PAID. The Issuer represents, warrants, covenants and
agrees that all Warrant Shares that may be issued upon the exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through the Issuer. The Issuer further covenants and agrees that
during the period within which this Warrant may be exercised, the Issuer will at
all times have authorized and reserved for issuance upon exercise of this
Warrant a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.
(b) PAYMENT OF TAXES. The Issuer will pay all documentary stamp taxes,
if any, attributable to the issuance of Warrant Shares; PROVIDED, HOWEVER, that
the Issuer 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 Warrants or
certificates for Warrant Shares in a name other than that of the registered
Holder of the Warrants in respect of which such Warrant Shares are issued, and
in such case the Issuer shall not be required to issue or deliver any
certificate for shares of Common Stock or any Warrant until the person
requesting the same has paid to the Issuer the amount of such tax or has
established to the Issuer's satisfaction that such tax has been paid.
(c) LOSS, THEFT, DESTRUCTION OF WARRANTS. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of this Warrant and in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor representing the
right to purchase the same number of Warrant Shares. An applicant for such
substitute Warrants shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Issuer may prescribe.
4. ADJUSTMENT OF EXERCISE PRICE AND WARRANT SHARE NUMBER. The Warrant
Shares purchasable upon exercise of this Warrant and the Exercise Price shall be
subject to adjustments from time to time upon the happening of certain events as
follows:
(a) MECHANICAL ADJUSTMENTS.
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(i) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate
structure affecting the Common Stock of the Issuer, except for those
events set forth in Section 4(b) below, an adjustment will be made in
the aggregate number of shares reserved for issuance upon exercise of
this Warrant and the kind, number and Exercise Price of the Warrant
Shares, provided that the number of Warrant Shares purchasable upon
exercise of this Warrant shall always be a whole number. The number of
Warrant Shares issuable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder of this Warrant shall be
entitled to receive the kind and number of Warrant Shares or other
securities of the Issuer that the Holder would have owned or been
entitled to receive after the occurrence of any of the events described
above, had such Warrant been exercised immediately prior thereto. An
adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event retroactive to the
record date, if any, for such event.
(ii) No adjustment in the number of Warrant Shares purchasable
hereunder shall be required unless such adjustment would require an
increase or decrease of at least 1% in the number of Warrant Shares
purchasable upon the exercise of this Warrant; PROVIDED, HOWEVER, that
any adjustments which by reason of this paragraph (b) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations shall be made to the nearest
one-hundredth of a share.
(iii) Whenever the number of Warrant Shares purchasable upon
the exercise of this Warrant is adjusted, as herein provided, the
Exercise Price payable upon the exercise of this Warrant shall be
adjusted by multiplying the Exercise Price immediately prior to the
adjustment by a fraction, of which the numerator shall be the number of
Warrant Shares purchasable upon the exercise of this Warrant
immediately prior to the adjustment, and of which the denominator shall
be the number of Warrant Shares purchasable upon the exercise of this
Warrant immediately thereafter.
(iv) For the purpose of this Subsection 4(a), the term "shares
of Common Stock" shall mean (i) the class of stock designated as the
Common Stock of the Issuer at the date of this Warrant, or (ii) any
other class of stock resulting from successive changes or
reclassification of such shares consisting solely of changes in par
value, or from par value to no par value, or from no par value to par
value. In the event that at any time, as a result of an adjustment made
pursuant to paragraph (i) above, the Holder shall become entitled to
purchase any shares of the Issuer other than shares of Common Stock,
thereafter the number of such other shares purchasable upon exercise of
this Warrant and the Exercise Price of such shares shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Warrant
Shares contained in paragraphs (i) through (iii) above, and the
provisions of Sections 1 and 2, with respect to the Warrant Shares,
shall apply on like terms to any such other shares.
(b) RIGHTS UPON CONSOLIDATION, MERGER, ETC.
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(i) In case the Issuer shall consolidate with or merge into
another corporation or entity or transfer all or substantially all of
its properties or assets to another corporation or entity (each, a
"Triggering Event"), such successor or purchasing entity may assume the
obligations hereunder, and may execute with the Issuer an agreement
that the Holder shall have the right thereafter upon payment of the
Exercise Price to purchase upon exercise of this Warrant the kind and
amount of shares and other securities and property (including cash)
which he would have owned or have been entitled to receive after the
consummation of such Triggering Event had such Warrant been exercised
immediately prior to the Triggering Event. Such agreement shall provide
for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 4. The
Issuer shall mail to the Holder by first class mail, postage prepaid,
notice of any Triggering Event. The provisions of this Subsection
4(b)(i) shall similarly apply to successive Triggering Events.
(ii) In the event that such successor does not execute an
agreement with the Issuer as provided in paragraph (i) above, then the
Holder shall be entitled to exercise this Warrant upon the payment of
the Exercise Price during a period of at least thirty 30 days (or such
lesser number of days then remaining in the Term) which period shall
terminate not less than 10 days prior to consummation of the Triggering
Event, and thereby receive consideration in the transaction on the same
basis as other previously outstanding shares of the same class as the
Warrant Shares acquired upon exercise. Warrants not exercised in
accordance with this paragraph (ii) before consummation of the
Triggering Event will be canceled and become null and void. The Issuer
shall mail to the Holder by first class mail, postage prepaid, at least
10 days prior to the first date on which the Warrants are exercisable
pursuant to this paragraph (ii), notice of the proposed transaction
setting forth the first and last date on which the Holder may exercise
this Warrant and a description of the terms of this Warrant providing
for cancellation of the Warrants in the event the Warrants are not
exercised by the prescribed date.
(c) RIGHTS UPON LIQUIDATION. In case (i) the Issuer shall make
any distribution of its assets to holders of its shares of Common Stock
as a liquidation or partial liquidation, dividend or by way of return
of capital; or (ii) the Issuer shall liquidate, dissolve or wind up its
affairs (other than in connection with a Triggering Event); or (iii) an
involuntary liquidation occurs, then the Issuer shall cause to be
mailed to the Holder, by first class mail, at least 20 days prior to
the applicable record date, a notice stating the date on which such
distribution, liquidation, dissolution or winding up is expected to
become effective, and the date on 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 or assets
(including cash) deliverable upon such distribution, liquidation,
dissolution or winding up. The Issuer's failure to give the notice
required by this Subsection 4(c) or any defect therein shall not affect
the validity of such distribution, liquidation, dissolution or winding
up.
(d) FORM OF WARRANT AFTER ADJUSTMENTS. The form of this
Warrant need not be changed because of any adjustments in the Exercise
Price or the number and kind of securities issuable upon exercise of
this Warrant.
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5. NOTICE OF ADJUSTMENTS. Whenever the number of Warrant Shares
purchasable upon the exercise of this Warrant or the Exercise Price of such
Warrant Shares is adjusted, as herein provided, the Issuer shall cause to be
mailed by first class mail, postage prepaid, to the Holder notice of such
adjustment or adjustments setting forth the number of Warrant Shares purchasable
upon the exercise of each Warrant and the Exercise Price of such Warrant Shares
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made. Any failure by the Issuer to give notice to the Holder or any defect
therein shall not affect the validity of such adjustment or of the event
resulting in the adjustment, nor of the Holder's rights to such adjustment
6. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in
connection with and exercise hereof, but in lieu of such fractional shares the
Issuer shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the per share market value then in effect.
7. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant shall
be construed as conferring upon the Holder hereof the right to vote or to
receive dividends or to consent or to receive notice as stockholders in respect
of any meeting of stockholders called for the election of directors of the
Issuer or any other matter, or any rights whatsoever as stockholders of the
Issuer.
8. NOTICES. Any notice pursuant to this Warrant by any Holder to the
Issuer or by the Issuer to the Holder, shall be in writing and shall be mailed
first class, postage prepaid, or delivered: (i) to the Issuer, at its office at
00000 Xxxxxx Xxxxxxxxx, Xxxxx X, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or such other
address as the Issuer may designate in writing to the Holder; or (ii) to the
Holder, at the Holder's last known address on the books of the Issuer. The
Issuer's failure to give any notice required by this Warrant or any defect
therein shall not affect the validity of the action taken by the Issuer in
connection therewith.
9. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California without giving effect to
principles of conflict of laws.
10. FORUM DESIGNATION. Any action or proceeding against any of the
parties hereto relating in any way to this Warrant or the subject matter hereof
shall be brought and enforced exclusively in the competent courts of California,
and the parties hereto consent to the exclusive jurisdiction of such courts in
respect of such action or proceeding.
11. HEADINGS. The headings of the sections and subsections of this
Warrant are for convenience of reference only and shall not, for any reason, be
deemed a part of this Warrant.
IN WITNESS WHEREOF, the Issuer has caused this Warrant to be executed
as of this ___ day of ___________.
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"ISSUER"
ENTERTAINMENT BOULEVARD, INC.
a Nevada corporation
By:
Xxxxxxx Xxxxx
President and Chief Executive Officer
EXERCISE FORM
ENTERTAINMENT BOULEVARD, INC.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder ______________ shares of Common Stock of ENTERTAINMENT BOULEVARD,
INC., as provided for therein, and tenders herewith payment of the purchase
price in full in the form of cash or a certified or official bank check in the
amount of $____________, or otherwise exercises this Warrant in accordance with
subsection ___ of Section 2 (b) of this Warrant.
Please issue a certificate or certificates for such Common Stock in the
name of:
Name:
-----------------------------
-----------------------------------
-----------------------------------
-----------------------------------
(Please print Name, Address and
Social Security Number)
Signature
---------------------------
NOTE: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.
ASSIGNMENT
Please issue a certificate or certificates for such Common Stock in the name of:
Name: _____________________________
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-----------------------------------
-----------------------------------------
(Please print Name, Address and
Social Security Number)
Signature ___________________________
NOTE: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.
FOR USE BY THE ISSUER ONLY:
This Warrant No. W- ___ canceled (or transferred or exchanged) this _______ day
of __________, shares of Common Stock issued therefor in the name of
______________, Warrant No. W- _____ issued for _______ shares of Common Stock
in the name of ___________.
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