EXHIBIT 4.3
WARRANT
THIS CERTIFIES THAT _______________ (such person or persons who are the
owners of the Warrant will be hereinafter referred to as the "Holder"), is
entitled to purchase from ENTERTAINMENT BOULEVARD, INC. (a Nevada corporation)
(the "Company"), at the price and during the period as hereinafter specified, up
to _______ shares of common stock, $.001 par value per share (the "Shares").
1. EXERCISE PRICE/PERIOD
The rights represented by this warrant (the "Warrant") shall be
exercised for a period of one year from the effective date of a
registration statement filed with the United States Securities and
Exchange Commission ("SEC") at US$1.00, subject to adjustment in
accordance with paragraph 8 of hereof.
2. EXERCISE PROCEDURE
The Warrant may be exercised at any time within the period above
specified, in whole or in part, by
(i) the surrender of the Warrant, with the purchase form (the
"Purchase Form") at the end hereof properly executed, at the
principal executive office of the Company (or such other
office or agency as it may designate by notice in writing to
the Holder at the address of the Holder appearing on its
books);
(ii) payment to the Company of the Exercise Price then in effect
for the number of Shares specified in the Purchase Form
together with applicable stock transfer taxes, if any; and
(iii) delivery to the Company of a duly executed agreement signed by
the person(s) designated in the purchase form to the effect
that such person(s) agree(s) to be bound by the provisions of
paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof.
The Warrant shall be deemed to have been exercised, in whole or in part
to the extent specified, immediately prior to the close of business on
the date it is surrendered and payment is made in pursuant to this
paragraph, and the person or persons in whose name or names the
certificates for Shares shall be issuable upon such exercise shall
become the Holder or Holders as of that date. The certificates for the
Shares so purchased shall be delivered to the Holder(s) within a
reasonable time after the Warrant shall have been exercised.
3. TRANSFER
The Warrant is issued under Regulation D to the United States
Securities Act of 1933, as amended (the "1933 Act"), and shall not be
transferred, sold, assigned, or hypothecated except pursuant to an
effective registration statement under the 1933 Act or an exemption
therefrom. Any such assignment shall be effected by the Holder by
(i) executing the form of assignment at the end hereof and
(ii) surrendering the Warrant for cancellation at the office or
agency of the Company referred to in paragraph 2 hereof,
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whereupon the Company shall issue, in the name(s) specified by the
Holder ("Transferee(s)") and, which may include the Holder, a new
Warrant or Warrants of like tenor representing in the aggregate rights
to purchase the same number of Shares as are purchasable hereunder.
4. UNDERLYING SHARES OF COMMON STOCK
The Company covenants and agrees that all Shares which may be issued
upon exercise of the Warrants will, upon issuance, be duly and validly
issued, fully paid and nonassessable. The Company further covenants and
agrees that during the periods within which the Warrant may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of Shares to provide for the exercise of the Warrant.
5. NO ENTITLEMENT
The Warrant shall not entitle the Holder to any voting, dividend, or
other rights as a stockholder of the Company.
6. FILING OF REGISTRATION STATEMENT
(a) The Company will include the Shares underlying the Warrant
in the first registration statement filed with the SEC
subsequent to the date hereof. Notwithstanding, if such
registration statement relates to an underwriting, the
Company shall use its best efforts to cause the underwriter
to permit the Holder to include the Underlying Shares in
such underwritten offering. If the underwriter advises the
Holder that the total amount of securities which the Holder
desires to include in such offering is such as to
materially and adversely affect its success, then the
number of Underlying Shares to be offered for the account
of the Holder shall be eliminated or reduced to the extent
recommended by such underwriter pro rata to all persons
similarly situated. The Holder will pay the Holder's own
legal fees and expenses and any underwriting discounts and
commissions on the securities sold by such Holder but shall
not be responsible for any other expenses of such
registration.
The Company shall supply prospectuses and such other
documents as the Holder may request in order to facilitate
the public sale or other disposition of the Shares. The
Holder shall furnish information and indemnification as set
forth in paragraph 7 except that the maximum amount which
may be recovered from the Holder shall be limited to the
amount of proceeds received by the Holder from the sale of
the Shares.
(b) In the event persons who have the right to purchase 50% of
the Underlying Shares, subsequent to the date on which the
Company becomes a "reporting" company under SEC Rules shall
give notice to the Company at any time to the effect that
they desire to register under the 1933 Act the Underlying
Shares, then the Company will promptly, but no later than
60 days after receipt of such notice, file a registration
statement or a post-effective amendment to a current
registration statement pursuant to the 1933 Act, to the end
that the Underlying Shares may be publicly sold under the
1933 Act; and the Company will use its best efforts to
cause such registration to become and remain effective for
a period of 120 days; provided that each Holder shall
furnish the Company appropriate information in connection
therewith as the Company may reasonably request in writing.
Persons who have the right to purchase 50% of the
Underlying Shares may make such request on only two
occasions during the term of the Warrant. Within ten
business days after receiving any such request, the Company
shall give notice to each Holder advising such Holder that
it is registering Underlying Shares and shall offer to
include therein each
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Holder's Underlying Shares. Each Holder electing to include
Underlying Shares in any such offering shall provide
written notice to the Company within twenty days after
receipt of notice from the Company. The failure to provide
such notice to the Company shall be deemed conclusive
evidence of such holder's election not to include
Underlying Shares owned by such persons in such offering.
All costs and expenses of only one such registration shall
be borne by the Company, except that each Holder shall bear
the fees of the Holder's own counsel and any underwriting
discounts or commissions applicable to any of the
securities sold by such Xxxxxx.
The Company shall be entitled to postpone the filing of any
registration statement pursuant to this section if
(i) the Company is engaged in a material acquisition,
reorganization, or divestiture;
(ii) the Company is currently engaged in a self-tender or exchange
offer and the filing of a registration statement would cause a
violation of Rule 10b-6 under the Securities Exchange Act of
1934;
(iii) the Company is engaged in an underwritten offering and the
underwriter has advised the Company in writing that such
registration statement would have a material adverse effect on
the consummation of such offering; or
(iv) the Company is subject to an underwriter's lockup as a
result of an underwritten public offering and such
underwriter has refused in writing, the Company's request
to waive such lockup. In the event of such postponement,
the Company shall be required to file the registration
statement pursuant to this section, within 60 days of the
expiration of the event requiring such postponement.
The Company will use its best efforts to maintain the
currency of any registration statement under the 1933 Act
for a period of at least six months from the effective date
thereof. The Company shall supply prospectuses, and such
other documents as the Holder may reasonably request in
order to facilitate the public sale or other disposition of
the Shares, use its best efforts to register and qualify
any of the Underlying Shares for sale in such states as
such Holder designates, provided that the Company shall not
be required to qualify as a foreign corporation or a dealer
in securities or execute a general consent to service of
process in any jurisdiction in any action and furnish
indemnification in the manner provided in paragraph 7
hereof.
7. INDEMNIFICATION
(a) Whenever pursuant to paragraph 6 a registration statement
relating to the Warrant or the Underlying Shares, is filed
under the 1933 Act, the Company will indemnify and hold
harmless each Holder whose Underlying Shares are being
registered (the "Distributing Holder"), and each person, if
any, who controls (within the meaning of the 1933 Act) the
Distributing Holder, against any claims or liabilities to
which such person may become subject, insofar as such
claims or liabilities arise out of any alleged untrue
statement of any material fact contained in any such
registration statement or any amendment or supplement
thereto, or arise out of or are based upon the omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading;
and will reimburse the Distributing Holder and each such
controlling person and underwriter for any legal or other
expenses reasonably incurred by the Distributing Holder or
such controlling person or underwriter in connection with
investigating or
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defending any such loss, claim, damage, liability, or action;
provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage, or
liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission
made in said registration statement, said preliminary
prospectus, said final prospectus, or said amendment or
supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder or any other
Distributing Holder, for use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers
who have signed said registration statement and such
amendments and supplements thereto, and each person, if
any, who controls the Company (within the meaning of the
1933 Act) against any losses, claims, damages, or
liabilities, joint and several, to which the Company or any
such director, officer, or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such
losses, claims, damages, or liabilities arise out of or are
based upon any untrue or alleged untrue statement of any
material fact contained in said registration statement,
said preliminary prospectus, said final prospectus, or said
amendment or supplement, or arise out of or are based upon
the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to
the extent, but only to the extent that such untrue
statement or alleged untrue statement or omission or
alleged omission was made in said registration statement,
said preliminary prospectus, said final prospectus, or said
amendment or supplement in reliance upon and in conformity
with written information furnished by such Distributing
Holder for use in the preparation thereof; and will
reimburse the Company or any such director, officer, or
controlling person for any legal or other expenses
reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability, or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party, give the indemnifying
party notice of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise
than under this Paragraph 7.
(d) In case any such action is brought against any indemnified
party, and such party notifies an indemnifying party of the
commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph 7 for any legal or
other expenses subsequently incurred by such indemnified
party in connection with the defense thereof.
8. ADJUSTMENT
The Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of the Warrant shall be
subject to adjustment from time to time upon the happening of certain
events as follows:
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(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding Shares; (ii) subdivide or
reclassify its outstanding shares of into a greater number
of shares, or (iii) combine or reclassify its outstanding
shares into a smaller number of shares, the Exercise Price
in effect at the time of the record date for such dividend
or distribution or of the effective date of such
subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by
multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares
outstanding after giving effect to such action, and the
numerator of which shall be the number of shares
outstanding immediately prior to such action.
(b) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of its common
stock entitling them to subscribe for or purchase Shares
(or securities convertible into common stock) at a price
(the "Subscription Price") (or having a conversion price
per share) less than the current market price of the Shares
(as defined in Subsection (e) below) on the record date
mentioned below, the Exercise Price shall be adjusted so
that the same shall equal the price determined by
multiplying the number of shares then comprising underlying
Shares by the product of the Exercise Price in effect
immediately prior to the date of such issuance multiplied
by a fraction, the numerator of which shall be the sum of
the number of Shares outstanding on the record date
mentioned below and the number of additional Shares which
the aggregate offering price of the total number of Shares
so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such
current market price per share of its common stock, and the
denominator of which shall be the sum of the number of
Shares outstanding on such record date and the number of
additional Shares offered for subscription or purchase (or
into which the convertible securities so offered are
convertible). Such adjustment shall be made successively
whenever such rights or warrants are issued and shall
become effective immediately after the record date for the
determination of shareholders entitled to receive such
rights or warrants; and to the extent that Shares are not
delivered (or securities convertible into its common stock
are not delivered) after the expiration of such rights or
warrants the Exercise Price shall be readjusted to the
Exercise Price which would then be in effect had the
adjustments made upon the issuance of such rights or
warrants been made upon the basis of delivery of only the
number of Shares (or securities convertible into its common
stock actually delivered).
(c) In case the Company shall hereafter distribute to the
holders of its common stock evidences of its indebtedness
or assets (excluding cash dividends or distributions and
dividends or distributions referred to in Subsection (a)
above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such
case the Exercise Price in effect thereafter shall be
determined by multiplying the number of shares then
comprising an Shares by the product of the Exercise Price
in effect immediately prior thereto multiplied by a
fraction, the numerator of which shall be the total number
of Shares outstanding multiplied by the current market
price of the Shares (as defined in Subsection (e) below),
less the fair market value (as determined by the Company's
Board of Directors) of the assets or evidences of
indebtedness so distributed or of such rights or warrants,
and the denominator of which shall be the total number of
Shares outstanding multiplied by such current market price
per share of its common stock. Such adjustment shall be
made successively whenever such a record date is fixed.
Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately
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after the record date for the determination of
shareholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the
Warrant is adjusted pursuant to Subsections (a), (b) or (c)
above, the number of Shares purchasable upon exercise of the
Warrant shall simultaneously be adjusted by multiplying the
number of Shares initially issuable upon exercise of the
Warrant by the Exercise Price in effect on the date hereof and
dividing the product so obtained by the Exercise Price, as
adjusted.
(e) For the purpose of any computation under Subsections (b)
or (c) above, the current market price per share of its
common stock at any date shall be deemed to be the
average of the daily closing prices for 20 consecutive
business days before such date. The closing price for
each day shall be the last sale price regular way or, in
the case no such reported sale takes place on such day,
the average of the last reported bid and asked prices
regular way, in either case on the principal national
securities exchange on which its common stock is admitted
to trading or listed, or if not listed or admitted to
trading on such exchange, the average of the highest
reported bid and lowest reported asked prices as
reported by NASDAQ, or other similar organization if
NASDAQ is no longer reporting such information, or if
not so available, the fair market price as determined by
the Board of Directors.
(f) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or
decrease of at least fifteen cents ($0.15) in such price;
provided, however, that an adjustments which by reason
of this Subsection (i) are not required to be made
shall be carried forward and taken into account in
any subsequent adjustment required to be made
hereunder. All calculations under this Section 8 shall
be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.
Anything in this Section 8 to the contrary
notwithstanding, the Company shall be entitled, but shall
not be required, to make any changes in the Exercise
Price, in addition to those required by this Section 8,
as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in
Shares, or any subdivision, reclassification or
combination of its common stock, hereafter made by the
Company shall not result in any Federal Income tax
liability to the holders of its common stock or securities
convertible into its common stock.
(g) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly, but not later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable
upon exercise of the Warrant and, if requested,
information describing the transactions giving rise to
such adjustments, to be mailed to the Holder, at the
address set forth herein, and shall cause a certified
copy thereof to be mailed to its transfer agent, if
any. The Company may retain a firm of independent
certified public accountants selected by its board of
directors (which may be the regular accountants employed
by the Company) to make any computation required by this
Section 8, and a certificate signed by such firm
shall be conclusive evidence of the correctness of
such adjustment.
(h) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Holder
thereafter shall become entitled to receive any shares of
the Company, other than its common stock, thereafter the
number of such other shares so receivable upon exercise of
the Warrant shall be subject to adjustment from time to
time in a manner
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and on terms as nearly equivalent as practicable to the
provisions with respect to its common stock contained in
Subsections (a) to (g) inclusive above.
9. APPLICABLE LAW
This Agreement shall be governed by and in accordance with the
laws of the State of Nevada applicable to contracts made and
performed in the State of Nevada.
IN WITNESS WHEREOF, Entertainment Boulevard, Inc. has caused
the Warrant to be signed by its duly authorized officer under
its corporate seal, and the Warrant to be dated the date first
above written.
SEDMET EXPLORATION
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