Exhibit 4.2
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT
OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND
ACCOMPANIED, IF REQUESTED BY DIGITAL LIFESTYLES GROUP, INC.,
WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN
EXEMPTION THEREFROM.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANT
Warrant No. ___ Number of Shares: __________
Date of Issuance:
_______________
DIGITAL LIFESTYLES GROUP, INC.
Common Stock Purchase Warrant
THIS IS TO CERTIFY THAT, for value received of
$________, effective immediately upon_________, __________
(the "Registered Holder"), or his permitted assigns, is
entitled to purchase from DIGITAL LIFESTYLES GROUP INC., a
Delaware corporation (the "Company"), at the place where the
Warrant Office designated pursuant to Section 2.1 is
located, at a purchase price per share of $0.25 (as may be
adjusted pursuant to the terms of this Warrant, the
"Exercise Price"), _________shares of duly authorized,
validly issued, fully paid and nonassessable shares of
Common Stock, $0.03 par value per share, of the Company, and
is entitled also to exercise the other appurtenant rights,
powers and privileges hereinafter set forth. The number of
shares of the Common Stock purchasable hereunder and the
Exercise Price are subject to adjustment in accordance with
Article III hereof. This Warrant shall expire at 5:00 p.m.,
P.S.T., on_______________.
Certain Terms used in this Warrant are defined in
Article IV.
ARTICLE I
Exercise of Warrant
1.1 Method of Exercise. This Warrant may be exercised
by the Registered Holder in whole or in part immediately at
any time on or before_______________, at which time this
Warrant shall expire and be of no further force or effect.
To exercise this Warrant, the Registered Holder or permitted
assignees of all rights of the Registered Holder shall
deliver to the Company, at the Warrant Office designated in
Section 2.1(a), a written notice in the form of the Purchase
Form attached as Exhibit A hereto, stating therein the
election of the Registered Holder or such permitted
assignees of the Registered Holder to exercise this Warrant
in the manner provided in the Purchase Form, (b) payment in
full of the Exercise Price (in the manner described below)
for all Warrant Shares purchased hereunder, and (c) this
Warrant. Subject to compliance with Section 3.1(a)(vi),
this Warrant shall be deemed to be exercised on the date of
receipt by the Company of the Purchase Form, accompanied by
payment for the Warrant Shares to be purchased and surrender
of this Warrant, as aforesaid, and such date is referred to
herein as the "Exercise Date." Upon such exercise (subject
as aforesaid), the Company shall issue and deliver to the
Registered Holder a certificate for the full number of the
Warrant Shares purchasable by the Registered Holder
hereunder, against the receipt by the Company of the total
Exercise Price payable hereunder for all such Warrant
Shares, (a) in cash or by certified or cashier's check or
(b) if the Common Stock is registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by
surrendering Warrant Shares having a Current Market Price
equal to the Exercise Price for all the Warrant Shares so
purchased. The Person in whose name the certificate(s) for
Common Stock is to be issued shall be deemed to have become
a holder of record of such Common Stock on the Exercise
Date.
1.2 Fractional Shares. No fractional shares of Common
Stock shall be issued upon exercise of this Warrant. Instead
of any fractional shares of Common Stock that would
otherwise be issuable upon exercise of this Warrant, the
Company shall round up, or down, such fractional interest
and shall issue the appropriate number of shares based on
such calculation whereby a 5/10 or greater shall be rounded
up and any other fractional interest shall be rounded down.
1.3 Termination. Notwithstanding any other provision of
this Warrant, the right to exercise this Warrant shall
terminate upon the first to occur of (a) at the close of
business on _____________ or (b) the closing date of an
Asset Transfer or Acquisition.
1.4 Convertible Note. This Warrant is issued in connection
with the execution by and between the Company and the
Registered Holder of that certain convertible promissory
note (the "Convertible Note") as of the date hereof. Pursuant
to the terms of the Convertible Note,the Registered Holderhas
loaned the Company an aggregate principal amount of $________
as of the date of this Warrant, convertible into Common Stock
of the Company in accordance with the terms of the Convertible
Note as additional consideration for the issuance of this
Warrant.
ARTICLE II
Warrant Office; Transfer
2.1 Warrant Office. The Company shall maintain an
office for certain purposes specified herein (the "Warrant
Office"), which office shall initially be the Company's
office at 000 Xxxx Xxxxxx Xxxx, #0, Xxxxxx, Xxxxxxxxxx,
00000, and may subsequently be such other office of the
Company or of any transfer agent of the Common Stock in the
continental United States of which written notice has
previously been given to the Registered Holder. The Company
shall maintain, at the Warrant Office, a register for the
Warrant in which the Company shall record the name and
address of the Registered Holder, as well as the name and
address of each permitted assignee of the rights of the
Registered Holder.
2.2 Ownership of Warrant. The Company may deem and
treat the Registered Holder as the holder and owner hereof
(notwithstanding any notations of ownership or writing
hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the
contrary, until presentation of this Warrant for
registration of transfer as provided in this Article II.
2.3 Transfer of Warrants. The Company agrees to
maintain at the Warrant Office books for the registration
and transfer of this Warrant. This Warrant may be
transferred in whole or in part only in compliance with the
applicable law. The Company, from time to time, shall
register the transfer of this Warrant in such books upon
surrender of this Warrant at the Warrant Office, properly
endorsed, together with a written assignment of this
Warrant, substantially in the form of the Assignment
attached as Exhibit B hereto. Upon any such transfer, a new
Warrant shall be issued to the transferee, and the Company
shall cancel the surrendered Warrant. The Registered Holder
shall pay all taxes and all other expenses and charges
payable in connection with the transfer of Warrants pursuant
to this Section 2.3.
2.4 Registration Rights. The Company agrees (a) that
the Warrant Shares shall be "Registrable Securities" under
the Registration Rights Agreement (the "Registration Rights
Agreement") between the Company and Registered Holder, a
copy of which is attached hereto and incorporated herein by
reference as Exhibit C and (b) that the Registered Holder
shall have the rights and obligations of a Holder set forth
on the Registration Rights Agreement.
2.5 No Rights as Shareholder Until Exercise. This
Warrant does not entitle the Registered Holder to any voting
rights or other rights as a shareholder of the Company prior
to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant
Shares so purchased shall be and be deemed to be issued to
the Registered Holder as the record owner of such shares as
of the close of business on the later of the date of such
surrender or payment.
2.6 Expenses of Delivery of Warrants. Except as
provided in Section 2.3 above, the Company shall pay all
reasonable expenses, taxes (other than transfer taxes) and
other charges payable in connection with the preparation,
issuance and delivery of Warrants and related Warrant Shares
hereunder.
2.7 Compliance with Securities Laws. The Registered
Holder (and its transferees and assigns), by acceptance of
this Warrant, covenants and agrees that such Registered
Holder is acquiring the Warrants evidenced hereby, and, upon
exercise hereof, the Warrant Shares, for its own account as
an investment and not with a view to distribution thereof.
Neither this Warrant nor the Warrant Shares issuable
hereunder have been registered under the Securities Act or
any state securities laws and no transfer of this Warrant or
any Warrant Shares shall be permitted unless the Company has
received notice of such transfer in the form of the
assignment attached hereto as Exhibit B, accompanied by an
opinion of counsel reasonably satisfactory to the Company
that an exemption from registration of such Warrant or
Warrant Shares under the Securities Act is available for
such transfer, except that no such opinion shall be required
after the registration for resale of the Warrant Shares has
become effective. Upon any exercise of the Warrants prior
to effective registration for resale or except as in
accordance with Rule 144 under the Securities Act,
certificates representing the Warrant Shares shall bear a
restrictive legend substantially identical to that set forth
as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT."
(c) Any purported transfer of the Warrant or Warrant
Shares not in compliance with the provisions of this section
shall be null and void. Stop transfer instructions have
been or will be imposed with respect to the Warrant Shares
so as to restrict resale or other transfer thereof, subject
to this Section 2.7.
ARTICLE III
Adjustments to Warrant
3.1 Adjustment of Exercise Price and Number of Warrant
Shares. The Exercise Price shall be subject to adjustment
from time to time as hereinafter provided in this Article
III. Upon each adjustment of the Exercise Price, except
pursuant to Sections 3.1(a)(iii), (iv), and (v), the
Registered Holder shall thereafter be entitled to purchase,
at the Exercise Price resulting from such adjustment, the
number of shares of the Common Stock obtained by multiplying
the Exercise Price in effect immediately prior to such
adjustment by the number of shares of the Common Stock
purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Exercise
Price resulting from such adjustment.
(a) Exercise Price Adjustments. The Exercise Price
shall be subject to adjustment from time to time as follows:
(i) Adjustment for Stock Splits and Combinations.
If the Company shall, at any time or from time to time
after the date hereof (the "Original Issue Date") while
this Warrant remains outstanding, effect a subdivision
of the outstanding Common Stock, the Exercise Price in
effect immediately before such subdivision shall be
proportionately decreased. Conversely, if the Company
shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of
Common Stock into a smaller number of shares, the
Exercise Price in effect immediately before such
combination shall be proportionately increased. Any
adjustment under this Section 3.1(a)(i) shall become
effective at the close of business on the date the
subdivision or combination becomes effective.
(ii) Adjustment for Common Stock Dividends and
Distributions. If the Company, at any time or from
time to time after the Original Issue Date while this
Warrant remains outstanding makes, or fixes a record
date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, in each
such event the Exercise Price that is then in effect
shall be decreased as of the time of such issuance or,
in the event such record date is fixed, as of the close
of business on such record date, by multiplying the
Exercise Price then in effect by a fraction (i) the
numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business
on such record date, and (ii) the denominator of which
is the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such
issuance or the close of business on such record date
plus the number of shares of Common Stock issuable in
payment of such dividend or distribution; provided,
however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is
not fully made on the date fixed therefor, the Exercise
Price shall be recomputed accordingly as of the close
of business on such record date, and thereafter the
Exercise Price shall be adjusted pursuant to this
Section 3.1(a)(ii) to reflect the actual payment of
such dividend or distribution.
(iii) Adjustment for Reclassification,
Exchange and Substitution. If at any time or from time
to time after the Original Issue Date while this
Warrant remains outstanding, the Common Stock is
changed into the same or a different number of shares
of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other
than an Acquisition, Asset Transfer, subdivision or
combination of shares, stock dividend, reorganization,
merger, consolidation, or sale of assets provided for
elsewhere in this Section 3.1(a)), in any such event
the Registered Holder shall have the right thereafter
to convert such stock into the kind and amount of stock
and other securities and property receivable upon such
recapitalization, reclassification or other change by
holders of the maximum number of shares of Common Stock
into which such shares of Common Stock could have been
converted immediately prior to such recapitalization,
reclassification or change, all subject to further
adjustment as provided herein or with respect to such
other securities or property by the terms thereof.
(iv) Reorganizations, Mergers, Consolidations or
Sales of Assets. If at any time or from time to time
after the Original Issue Date while this Warrant
remains outstanding, there is a capital reorganization
of the Common Stock (other than an Acquisition, Asset
Transfer, recapitalization, or subdivision,
combination, reclassification, exchange, or
substitution of shares provided for elsewhere in this
Section 3.1(a)), as a part of such capital
reorganization, provision shall be made so that the
Registered Holder shall thereafter be entitled to
receive upon exercise hereof the number of shares of
stock or other securities or property of the Company to
which a holder of the number of shares of Common Stock
deliverable upon exercise immediately prior to such
event would have been entitled as a result of such
capital reorganization, subject to adjustment in
respect of such stock or securities by the terms
thereof. In any such case, appropriate adjustment
shall be made in the application of the provisions of
this Section 3.1(a) with respect to the rights of the
Registered Holder after the capital reorganization to
the end that the provisions of this Section 3.1(a)
(including adjustment of the Exercise Price then in
effect and the number of shares issuable upon exercise)
shall be applicable after that event and be as nearly
equivalent as practicable.
(v) Rounding of Calculations; Minimum Adjustment.
All calculations under this Section 3.1(a) and under
Section 3.1(b) shall be made to the nearest cent. Any
provision of this Section 3.1 to the contrary
notwithstanding, no adjustment in the Exercise Price
shall be made if the amount of such adjustment would be
less than one percent, but any such amount shall be
carried forward and an adjustment with respect thereto
shall be made at the time of and together with any
subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward,
shall aggregate one percent or more.
(vi) Timing of Issuance of Additional Common Stock
Upon Certain Adjustments. In any case in which the
provisions of this Section 3.1(a) shall require that an
adjustment shall become effective immediately after a
record date for an event, the Company may defer until
the occurrence of such event issuing to the Registered
Holder after such record date and before the occurrence
of such event the additional shares of Common Stock or
other property issuable or deliverable upon exercise by
reason of the adjustment required by such event over
and above the shares of Common Stock or other property
issuable or deliverable upon such exercise before
giving effect to such adjustment; provided, however,
that the Company upon request shall deliver to such
Registered Holder a due xxxx or other appropriate
instrument evidencing such Registered Holder's right to
receive such additional shares or other property, and
such cash, upon the occurrence of the event requiring
such adjustment.
(vii) Voluntary Adjustment by the Company.
The Company may at any time during the term of this
Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by
the Board of Directors, in its sole discretion, of the
Company.
(b) Current Market Price. The "Current Market Price"
shall mean, as of any date, 5% of the sum of the average,
for each of the 20 consecutive Trading Days immediately
prior to such date, of either: (i) the high and low sales
prices of the Common Stock on such Trading Day as reported
on the composite tape for the principal national securities
exchange on which the Common Stock may then be listed, or
(ii) if the Common Stock shall not be so listed on any such
Trading Day, the high and low sales prices of Common Stock
in the over-the-counter market as reported by the Nasdaq
Stock Market for National Market Securities, or (iii) if the
Common Shares shall not be included in the Nasdaq Stock
Market as a National Market Security on any such Trading
Day, the representative bid and asked prices at the end of
such Trading Day in such market as reported by the Nasdaq
Stock Market or (iv) if there be no such representative
prices reported by the Nasdaq Stock Market, the lowest bid
and highest asked prices at the end of such Trading Day in
the over-the-counter market as reported by the OTC
Electronic Bulletin Board, Pink Sheets or National Quotation
Bureau, Inc., or any successor organization. For purposes
of determining Current Market Price, the term "Trading Day"
shall mean a day on which an amount greater than zero can be
calculated with respect to the Common Stock under any one or
more of the foregoing categories (i), (ii), (iii) and (iv),
and the "end" thereof, for the purposes of categories (iii)
and (iv), shall mean the exact time at which trading shall
end on the Pink Sheets Market, or applicable market on which
the Common Stock of the Company is trading. If the Current
Market Price cannot be determined under any of the foregoing
methods, Current Market Price shall mean the fair value per
share of Common Stock on such date as determined by the
Board of Directors in good faith, irrespective of any
accounting treatment.
(c) Statement Regarding Adjustments. Whenever the
Exercise Price shall be adjusted as provided in Section
3.1(a), and upon each change in the number of shares of the
Common Stock issuable upon exercise of this Warrant, the
Company shall forthwith file, at the office of any transfer
agent for this Warrant and at the principal office of the
Company, a statement showing in detail the facts requiring
such adjustment and the Exercise Price and new number of
shares issuable that shall be in effect after such
adjustment, and the Company shall also cause a copy of such
statement to be given to the Registered Holder. Each such
statement shall be signed by the Company's chief financial
or accounting officer. Where appropriate, such copy may be
given in advance and may be included as part of a notice
required to be mailed under the provisions of Section
3.1(d).
(d) Notice to Holders. In the event the Company shall
propose to take any action of the type described in clause
(iii) or (iv) of Section 3.1(a), the Company shall give
notice to the Registered Holder, in the manner set forth in
Section 6.6, which notice shall specify the record date, if
any, with respect to any such action and the approximate
date on which such action is to take place. Such notice
shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such
action (to the extent such effect may be known at the date
of such notice) on the Exercise Price and the number, kind
or class of shares or other securities or property which
shall be deliverable upon exercise of this Warrant. In the
case of any action which would require the fixing of a
record date, such notice shall be given at least 10 days
prior to the date so fixed, and in case of all other action,
such notice shall be given at least 15 days prior to the
taking of such proposed action. Failure to give such
notice, or any defect therein, shall not affect the legality
or validity of any such action.
(e) Treasury Stock. For the purposes of this Section
3.1, the sale or other disposition of any Common Stock of
the Company theretofore held in its treasury shall be deemed
to be an issuance thereof.
3.2 Costs. The Registered Holder shall pay all
documentary, stamp, transfer or other transactional taxes
attributable to the issuance or delivery of the Warrant
Shares upon exercise of this Warrant. Additionally, the
Company shall not be required to pay any taxes which may be
payable in respect of any transfer involved in the issuance
or delivery of any certificate for such Warrant Shares. The
Registered Holder shall reimburse the Company for any such
taxes assessed against the Company.
3.3 Reservations of Shares. The Company shall reserve
at all times so long as this Warrant remains outstanding,
free from preemptive rights, out of its treasury Common
Stock or its authorized but unissued shares of Common Stock,
or both, solely for the purpose of effecting the exercise of
this Warrant, sufficient shares of Common Stock to provide
for the exercise hereof.
3.4 Valid Issuance. All shares of Common Stock which
may be issued upon exercise of this Warrant will upon
issuance by the Company be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof attributable to
any act or omission by the Company, and the Company shall
take no action which will cause a contrary result (including
without limitation, any action which would cause the
Exercise Price to be less than the par value, if any, of the
Common Stock).
ARTICLE IV
Terms Defined
As used in this Warrant, unless the context otherwise
requires, the following terms have the respective meanings
set forth below or in the Section indicated:
Acquisition means (a) any consolidation or merger of
the Company with or into any other corporation or other
entity or Person, or any other corporate reorganization, in
which the individuals and entities who were beneficial
owners of the Common Stock immediately prior to such
transaction beneficially own, directly or indirectly, less
than 50% of the outstanding securities entitled to vote
generally in the election of directors of the resulting,
surviving, or acquiring corporation in such transaction or
(b) any transaction or series of related transactions to
which the Company is a party in which in excess of 50% of
the outstanding securities entitled to vote generally in the
election of director of the Company are transferred,
excluding any consolidation or merger effected exclusively
to change the domicile of the Company.
Asset Transfer means a sale, lease, or other
disposition of all or substantially all of the assets of the
Company to another Person.
Board of Directors means the Board of Directors of the
Company.
Common Stock means the Company's authorized Common
Stock, $0.03 par value per share.
Company means Digital Lifestyles Group Inc., a Delaware
corporation, and any other corporation assuming or required
to assume the obligations undertaken in connection with this
Warrant.
Current Market Price is defined in Section 3.1(b).
Exchange Act is defined in Section 1.1.
Exercise Date is defined in Section 1.1.
Exercise Price is defined in the Preamble.
Original Issue Date is defined in Section 3.1(a)(i).
Outstanding means when used with reference to Common
Stock at any date, all issued shares of Common Stock
(including, but without duplication, shares deemed issued
pursuant to Article III) at such date, except shares then
held in the treasury of the Company.
Person means any individual, corporation, partnership,
trust, organization, association or other entity.
Registered Holder is defined in the Preamble.
Securities Act means the Securities Act of 1933 and the
rules and regulations promulgated thereunder, all as the
same shall be in effect at the time.
Trading Day is defined in Section 3.1(b).
Warrant means this Warrant and any successor or
replacement Warrant delivered in accordance with Section 2.3
or 6.8.
Warrant Office is defined in Section 2.1.
Warrant Shares means the shares of Common Stock
purchased or purchasable by the Registered Holder, or the
permitted assignees of such Registered Holder, upon exercise
of this Warrant pursuant to Article I hereof.
ARTICLE V
Covenant of the Company
The Company covenants and agrees that this Warrant
shall be binding upon any corporation succeeding to the
Company by merger, consolidation, or acquisition of all or
substantially all of the Company's assets.
ARTICLE VI
Miscellaneous
6.1 Entire Agreement. This Warrant and the
Registration Rights Agreement contain the entire agreement
between the Registered Holder and the Company with respect
to the Warrant Shares that it can purchase upon exercise
hereof and the related transactions and supersedes all prior
arrangements or understanding with respect thereto.
6.2 Governing Law. This Warrant shall be governed by
and construed in accordance with the internal laws of the
State of California, without regard to its conflict of law
provisions.
6.3 Waiver and Amendment. Any term or provision of
this Warrant may be waived at any time by the party which is
entitled to the benefits thereof, and any term or provision
of this Warrant may be amended or supplemented at any time
by the written consent of the parties (it being agreed that
an amendment to or waiver under any of the provisions of
Article III of this Warrant shall not be considered an
amendment of the number of Warrant Shares or the Exercise
Price). No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising because of
any prior or subsequent such occurrence.
6.4 Illegality. In the event that any one or more of
the provisions contained in this Warrant shall be determined
to be invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any
such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the
party for whom the benefit of the provision exists, be in
any way impaired.
6.5 Copy of Warrant. A copy of this Warrant shall be
filed among the records of the Company.
6.6 Notice. Any notice or other document required or
permitted to be given or delivered to the Registered Holder
shall be delivered at, or sent by certified or registered
mail to such Registered Holder at, the last address shown on
the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent
address of which the Registered Holder shall have notified
the Company in writing. Any notice or other document
required or permitted to be given or delivered to the
Company, other than such notice or documents required to be
delivered to the Warrant Office, shall be delivered at, or
sent by certified or registered mail to, the office of the
Company at 000 Xxxx Xxxxxx, Xxxxx 0, Xxxxxx, Xxxxxxxxxx
00000 or any other address within the continental United
States of America as shall have been designated in writing
by the Company delivered to the Registered Holder.
6.7 Limitation of Liability; Not Stockholders.
Subject to the provisions of Article III, until the exercise
of this Warrant, the Registered Holder shall not have or
exercise any rights by virtue hereof as a stockholder of the
Company, including, without limitation, the right to vote,
to receive dividends and other distributions, or to receive
notice of, or attend meetings of stockholders or any other
proceedings of the Company. Until the exercise of this
Warrant, no provision hereof, and no mere enumeration herein
of the rights or privileges of the Registered Holder, shall
give rise to any liability of such Registered Holder for the
purchase price of any shares of Common Stock or as a
stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.
6.8 Exchange, Loss, Destruction, etc. of Warrant.
Upon receipt of evidence satisfactory to the Company (an
affidavit of the Registered Holder shall be satisfactory
evidence) of the loss, theft, mutilation or destruction of
this Warrant, and, in the case of any such loss, theft or
destruction, upon delivery of a bond of indemnity in such
form and amount as shall be reasonably satisfactory to the
Company, or, in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and
deliver a new Warrant of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Warrant; provided, however,
that the original Registered Holder of this Warrant shall
not be required to provide any such bond of indemnity and
may in lieu thereof provide his agreement of indemnity. Any
Warrant issued under the provisions of this Section 6.8 in
lieu of any Warrant alleged to be lost, destroyed or stolen,
or in lieu of any mutilated Warrant, shall constitute an
original contractual obligation on the part of the Company.
This Warrant shall be promptly canceled by the Company upon
the surrender hereof in connection with any exchange or
replacement. The Registered Holder of this Warrant shall
pay all taxes (including securities transfer taxes) and all
other expenses and charges payable in connection with the
preparation, execution and delivery of replacement
Warrant(s) pursuant to this Section 6.8.
6.9 Headings. The Article and Section and other
headings herein are for convenience only and are not a part
of this Warrant and shall not affect the interpretation
thereof.
6.10 Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the
successors and permitted assigns of Registered Holder. The
provisions of this Warrant are intended to be for the
benefit of all Registered Holders from time to time of this
Warrant and shall be enforceable by any such Registered
Holder or holder of Warrant Shares.
IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed in its name.
Dated: _________________
DIGITAL LIFESTYLES GROUP
INC.
By:
____________________________
Name: Xxxx Xxxx
Title: Chief Executive
Officer
Exhibit A
PURCHASE FORM
To: Digital Lifestyles Group, Inc.
Dated:
The undersigned, pursuant to the provisions set forth
in the attached Warrant (No. ____), hereby irrevocably
elects to purchase ________ shares of the Common Stock
covered by such Warrant.
The undersigned herewith makes payment of the full
exercise price for such shares at the price per share
provided for in such Warrant, which is $_____ per share in
lawful money of the United States.
[______________________________]
______________________________
Name:
Title:
Exhibit B
ASSIGNMENT
For value received, _____________________________,
hereby sells, assigns and transfers unto
_______________________________ the within Warrant, together
with all right, title and interest therein and does hereby
irrevocably constitute and appoint
attorney, to transfer said Warrant on the books of the
Company, with full power of substitution.
________________________________
Dated: ___________________, 200_
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
