RUB MUSIC ENTERPRISES, INC. Warrant for the Purchase of [ ] Shares of Common Stock Par Value $0.001 CLASS B WARRANT AGREEMENT (this “Agreement”)
Exhibit 4.2
Warrant for the Purchase of [ ]
Shares of Common Stock
Par Value $0.001
Shares of Common Stock
Par Value $0.001
CLASS B WARRANT AGREEMENT
(this “Agreement”)
(this “Agreement”)
THE HOLDER OF THIS WARRANT, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE WARRANT AND COMMON STOCK
ISSUABLE UPON EXERCISE OF THE WARRANT, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE LAWS OF ANY APPLICABLE
STATE, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE
EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH
STATE STATUTES, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
This is to certify that, for value received, , (the “Holder”) is entitled to
purchase from RUB MUSIC ENTERPRISES, INC. (the “Company”), on the terms and conditions hereinafter
set forth, all or any part of [___] shares (“Warrant Shares”) of the Company’s common stock,
par value $0.001 (the “Common Stock”), at the purchase
price of $8.00 per share (“Warrant
Price”). Upon exercise of this warrant in whole or in part, a certificate for the Warrant Shares
so purchased shall be issued and delivered to the Holder. If, at any time prior to the Expiration
Date (as defined below), less than the total warrant is exercised, a new warrant of similar tenor
shall be issued for the unexercised portion of the warrants represented by this Agreement.
This warrant is granted subject to the following further terms and conditions:
1. This warrant shall vest and be exercisable upon the consummation of the merger of the
Company with a wholly-owned subsidiary of a public shell company (the “Public Shell”), whereby the
Company is the surviving entity and becomes a wholly-owned subsidiary of the Public Shell (the
“Reverse Merger”), and shall expire at 5:00 p.m. Eastern Time on the date that is five years
following the consummation of the Reverse Merger (the “Expiration Date”). In order to exercise
this warrant with respect to all or any part of the Warrant Shares for which this warrant is at the
time exercisable, Holder (or in the case of exercise after Holder’s death, Holder’s executor,
administrator, heir or legatee, as the case may be) must take the following actions:
(a) Deliver to the Corporate Secretary of the Company an executed notice of exercise
substantially in the form of notice attached to this Agreement (the “Exercise Notice”) in which
there is specified the number of Warrant Shares that are to be purchased under the exercised
warrant;
(b) Tender payment of the aggregate Warrant Price for the purchased shares in cash or by check
made payable to the Company’s order; and
(c) Furnish to the Company appropriate documentation that the person or persons exercising the
warrant (if other than Holder) have the right to exercise the warrant.
(d) For purposes of this Agreement, the “Exercise Date” shall be the date on which the
executed Exercise Notice shall have been delivered to the Company.
(e) Upon such exercise, the Company shall issue and cause to be delivered, with all reasonable
dispatch (and in any event within five business days of such exercise), to or upon the written
order of the Holder at its address, and in the name of the Holder, a certificate or certificates
for the number of full Warrant Shares issuable upon the exercise, together with such other property
(including cash) and securities as may then be deliverable upon such exercise. Such certificate or
certificates shall be deemed to have been issued and the Holder shall be deemed to have become a
holder of record of such Warrant Shares as of the Exercise Date.
2. The Holder acknowledges that this warrant may not be exercised if the issuance of the
Warrant Shares upon such exercise would constitute a violation of any applicable federal or state
securities laws, or other law or regulation, and the Warrant Shares have not been and will not be
registered as of the date of exercise of this warrant under the Securities Act or the securities
laws of any state. The Holder acknowledges that this warrant and the Warrant Shares, when and if
issued, are and will be “restricted securities” as defined in Rule 144 promulgated under the
Securities Act and must be held indefinitely unless subsequently registered under the Securities
Act and any other applicable state registration requirements. Except as provided herein, the
Company is under no obligation to register the securities under the Securities Act or under
applicable state statutes. In the absence of such a registration or an available exemption from
registration, sale of the Warrant Shares may be practicably impossible. The Holder shall confirm
to the Company the representations set forth above in connection with the exercise of all or any
portion of this warrant.
3. The number of Warrant Shares purchasable upon the exercise of this warrant and the Warrant
Price per share shall be subject to adjustment from time to time as follows:
(a) In the event that the Company should at any time, or from time to time, fix a record date
for the effectuation of a split, either forward or reverse, subdivision or combination of the
outstanding shares of Common Stock, or the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock
Equivalents”), without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or the date of such
dividend distribution, split or subdivision if no record date is fixed), the number of Warrant
Shares purchasable hereunder shall be appropriately increased or decreased in proportion to such
increase or decrease in the aggregate number of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents.
(b) Whenever there is an adjustment in the number of Warrant Shares purchasable upon the
exercise of this warrant pursuant to the provisions of Section 3(a), the Warrant Price shall be
adjusted to an amount proportionate to the adjustment in the number of Warrant Shares.
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(c) If at any time, or from time to time, there shall be a recapitalization of the Common
Stock (other than a subdivision or combination, or merger or sale of assets transaction provided
for elsewhere in this Section 3) provision shall be made so that the Holder shall thereafter be
entitled to receive upon
exercise of this warrant the number of shares of Common Stock, Common Stock Equivalents or property
of the Company or otherwise, to which the Holder would have been entitled upon such
recapitalization assuming this warrant was exercised immediately prior thereto. In any such case,
appropriate adjustment shall be made in the application of the provisions of this Section 3 with
respect to the rights of the Holder of this warrant after the recapitalization to the end that the
provisions of this Section 3 (including adjustment of the Warrant Price then in effect and the
number of Warrant Shares issuable upon exercise) shall be applicable after that event as nearly
equivalent as may be practicable.
(d) If at any time, or from time to time, the Company shall consolidate with or merge into
another corporation, or shall sell, lease, or convey to another corporation the assets of the
Company as an entity or substantially as an entity (any one or more of such transactions being a
“Corporate Transaction”), provision shall be made so that the Holder shall thereafter be entitled
to receive upon exercise of this warrant the number of shares of Common Stock, Common Stock
Equivalents or property of the Company or otherwise, to which the Holder would have been entitled
to receive in such Corporate Transaction assuming this warrant was exercised immediately prior
thereto. In any such case, appropriate adjustment shall be made in the application of the
provisions of this Section 3 with respect to the rights of the Holder of this warrant after the
Corporate Transaction to the end that the provisions of this Section 3 (including adjustment of the
Warrant Price then in effect and the number of Warrant Shares issuable upon exercise) shall be
applicable after that event as nearly equivalent as may be practicable.
4. The Company covenants and agrees that all Warrant Shares which may be delivered upon the
exercise of this warrant will, upon delivery, be free from all taxes, liens, and charges with
respect to the purchase thereof; provided, that the Company shall have no obligation with respect
to any income tax liability of the Holder.
5. The Company agrees at all times to reserve or hold available a sufficient number of shares
of Common Stock to cover the number of Warrant Shares issuable upon the exercise of this warrant.
6. This warrant shall not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company, or to any other rights whatsoever, except the rights herein expressed,
and no dividends shall be payable or accrue in respect of this warrant or the Warrant Shares until
or unless, and except to the extent that, this warrant shall be exercised.
7. The Company may deem and treat the registered owner of this warrant as the absolute owner
hereof for all purposes and shall not be affected by any notice to the contrary.
8. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed
as rendering any other provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.
9. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Georgia, without regard to the principles of conflicts of law thereof.
10. This Agreement shall be binding on and inure to the benefit of the Company and the person
to whom a warrant is granted hereunder, and such person’s heirs, executors, administrators,
legatees, personal representatives, assignees, and transferees.
11. The Company shall not have any right to redeem any of the Warrants evidenced hereby.
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IN WITNESS WHEREOF, the Company has caused this warrant to be executed by the signature of its
duly authorized officer, effective this
_____
day of 2009.
| RUB MUSIC ENTERPRISES, INC. |
||||
| By: | ||||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
The undersigned Holder hereby acknowledges receipt of a copy of the foregoing warrant and
acknowledges and agrees to the terms and conditions set forth in the warrant.
| By: | ||||
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Exercise Notice
(to be signed only upon exercise of Warrant)
(to be signed only upon exercise of Warrant)
The Holder of the attached warrant hereby irrevocable elects to exercise the purchase rights
represented by the warrant for, and to purchase thereunder, shares
of common stock of Rub Music Enterprises, Inc. and herewith makes payment therefor, and requests
that the certificate(s) for such shares be delivered to the Holder at:
If acquired without registration under the Securities Act of 1933, as amended (“Securities
Act”), the Holder represents that the Common Stock is being acquired without a view to, or for,
resale in connection with any distribution thereof without registration or other compliance under
the Securities Act and applicable state statutes, and that the Holder has no direct or indirect
participation in any such undertaking or in the underwriting of such an undertaking. The Holder
understands that the Common Stock has not been registered, but is being acquired by reason of a
specific exemption under the Securities Act as well as under certain state statutes for
transactions by an issuer not involving any public offering and that any disposition of the Common
Stock may, under certain circumstances, be inconsistent with these exemptions. The Holder
acknowledges that the Common Stock must be held and may not be sold, transferred, or otherwise
disposed of for value unless subsequently registered under the Securities Act or an exemption from
such registration is available. The Company is under no obligation to register the Common Stock
under the Securities Act or any state securities law, except as provided in the Agreement for the
warrant. The certificates representing the Common Stock will bear a legend restricting transfer,
except in compliance with applicable federal and state securities statutes.
The Holder agrees and acknowledges that this purported exercise of the warrant is conditioned
on, and subject to, any compliance with requirements of applicable federal and state securities
laws deemed necessary by the Company.
DATED this
_____
day of ,
_____.
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