THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. THIS STOCK PURCHASE WARRANT AND SUCH SECURITIES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS STOCK PURCHASE WARRANT.
April 5, 2004
TRIMEDIA ENTERTAINMENT GROUP, INC.
STOCK PURCHASE WARRANT
TriMedia Entertainment Group, Inc., a Delaware corporation (the
"Company"), for value received, hereby certifies that Middle Fork Investments,
Ltd. or its registered assigns (the "Holder"), is entitled to purchase from the
Company, at any time or from time to time during the period specified in Section
2 hereof, Two Thousand Five Hundred (2,500) fully paid and nonassessable shares
of common stock, par value $.0001 per share, of the Company (the "Common
Stock"), at an exercise price equal to $1.00 per share, subject to adjustment
hereunder (the "Exercise Price"), and subject to the other terms herein. As used
herein, the term "Warrant Shares" means the shares of Common Stock issuable upon
exercise of this Stock Purchase Warrant (the "Warrant").
This Warrant is subject to the following terms, provisions and
conditions:
1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
Subject to the provisions hereof, this Warrant may be exercised by the Holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office of the Company
as it may designate by notice to the Holder hereof), and upon payment to the
Company in cash, by certified or official bank check or by wire transfer to an
account specified by the Company of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the Holder hereof or such Holder's designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment shall have been made for such shares as set
forth above. Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the Holder hereof within five business days after this Warrant
shall have been so exercised and surrendered to the Company. The certificates so
delivered shall be in such denominations as may be reasonably requested by the
Holder hereof and shall be registered in the name of such Holder or such other
name as such Holder may designate subject to the transfer restrictions herein
and upon payment by such holder of any applicable transfer taxes. In the event
this Warrant is exercised in part, the Company shall also deliver a new Warrant
to the Holder hereof, which Warrant shall be identical to this Warrant, except
that the number of Warrant Shares exercisable therefor shall be decreased by the
number of Warrant Shares so purchased.
2. Period of Exercise. This Warrant is exercisable at any time or from
time to time on or after April 5, 2004, and before 5:00 p.m., eastern time on
the third anniversary of the date thereof (the "Exercise Period").
3. Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:
(a) Shares to be Fully Paid. All Warrant Shares shall, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.
(b) Reservation of Shares. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
(c) Certain Actions Prohibited. The Company shall not, by amendment
of its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed by it hereunder, but shall at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may reasonably be requested by
the holder of this Warrant in order to protect the exercise privilege of the
Holder of this Warrant against impairment, consistent with the tenor and purpose
of this Warrant. Without limiting the generality of the foregoing, the Company
shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.
(d) Successors and Assigns. This Warrant shall be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all the Company's assets.
(e) No Rights as a Stockholder. Prior to the exercise of this
Warrant, the Holder hereof, as such, shall not be entitled to any rights of a
stockholder of the Company, including, without limitation, the right to vote, to
consent, to exercise any preemptive right, to receive any notice of meetings of
stockholders for the election of directors of the Company or any other matter or
to receive any notice of any proceedings of the Company, except as may be
specifically provided for herein.
4. Transfer, Exchange, and Replacement of Warrant.
(a) Restriction on Transfer. The Holder of this Warrant (including
any replacement Warrant) acknowledges that this Warrant and any Warrant Shares
may not be sold, transferred, assigned or otherwise disposed of unless such
securities have been registered under the Securities Act and all applicable
state securities laws or are being sold, transferred or assigned pursuant to an
applicable exemption under the Securities Act and the Holder of this Warrant
shall have delivered an opinion of counsel to the Company stating that an
exemption from such registration or qualification is available (such opinion and
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such counsel to be acceptable to the Company), except for (i) the exercise of
this Warrant in accordance with its terms, (ii) pledges to bona fide financial
institutions to secure the repayment of indebtedness and (iii) in case of
natural persons, transfers to immediate family members or a trust or trusts for
the benefit of such family members for estate planning purposes. The Holder of
this Warrant and each such permitted transferee shall (i) be bound by the
transfer restrictions contained herein, and (ii) execute, prior to any transfer,
such documents as the Company may reasonably request to evidence and affirm
their obligations hereunder. The Warrant Shares shall be issued with a
restrictive legend setting forth the above restrictions on transfer.
(b) Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, shall execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(c) Cancellation; Payment of Expenses. Upon the surrender of this
Warrant in connection with any transfer or replacement as provided in this
Section 4, this Warrant shall be promptly canceled by the Company. The Company
shall pay all taxes and all other reasonable expenses (other than legal
expenses, if any, incurred by the Holder or transferees) and charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 4.
(d) Register. The Company shall maintain, at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the Holder hereof), a register for this Warrant, in which
the Company shall record the name, address and social security number of the
person in whose name this Warrant has been issued, as well as the name, address
and social security number of each transferee and each prior owner of this
Warrant.
5. Notices. All notices, requests, and other communications required
or permitted to be given or delivered hereunder to the Holder of this Warrant
shall be in writing, and shall be personally delivered, or shall be sent by
certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to such Holder at the address shown for such Holder on
the books of the Company, or at such other address as such Holder shall have
furnished to the Company. All notices, requests and other communications
required or permitted to be given or delivered hereunder to the Company shall be
in writing, and shall be personally delivered, or shall be sent by certified or
registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to TriMedia Entertainment Group, Inc., 000 Xxxxxxx Xxxxx, Xxxx Xxxx,
XX 00000, or to such other address as the Company shall have furnished to the
Holder of this Warrant. Any such notice, request or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof at the address specified in this Section 5 or, if mailed by
registered or certified mail or with a recognized overnight mail courier, upon
deposit with the United States Post Office or such overnight mail courier,
postage prepaid and properly addressed.
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6. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICTS OF LAW.
7. Miscellaneous.
(a) Amendments. This Warrant may only be amended by an instrument
in writing signed by the Company and the Holder hereof.
(b) Headings. The headings of the sections and paragraphs of this
Warrant are for reference purposes only, and shall not affect the meaning or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
TriMedia Entertainment Group, Inc.
By:___/s/_________________________
Xxxxxxxxxxx Xxxxxxxx
Chairman and CEO
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FORM OF EXERCISE AGREEMENT
Dated: ________ ____
To:_____________________________
The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ________ shares of common stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check in the
amount of $_________. Please issue a certificate or certificates for such shares
of common stock in the name of and pay any cash for any fractional share to:
Name:________________________________________
Signature:___________________________________
Address:_____________________________________
_____________________________________________
NOTE: The above signature should correspond
---- exactly with the name on the face of
the within Warrant.
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the within Warrant, with
respect to the number of shares of common stock covered thereby set forth below
to:
Name of Assignee Address No. of Shares
---------------- ------- -------------
, and hereby irrevocably constitutes and appoints ____________________
________________________________ as agent and attorney-in-fact to transfer said
Warrant on the books of the within-named corporation, with full power of
substitution in the premises.
Dated: _____________________
Name:__________________________________________
Signature:_____________________________________
Title of Signing Officer or Agent (if any):
_______________________________________________
Address:_______________________________________
NOTE: The above signature should correspond
exactly with the name on the face of the
within Warrant.
