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EX-10.(j)
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Void after
October 31, 1996
STOCK PURCHASE WARRANT
This Warrant is issued to _____________________ (the "Holder") by
ENTERTAINMENT DIGITAL NETWORK, a California corporation (the "Company").
1. PURCHASE OF SHARES. Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the
principal office of the Company (or at such other place as the Company
shall notify the holder hereof in writing), to purchase from the
Company _____ fully paid and non-assessable shares of Common Stock of
the Company (as adjusted pursuant to Section 7 hereof, the "Shares")
for the purchase price specified in Section 2 below.
2. PURCHASE PRICE. The per share purchase price for the Shares is $2.625.
Such price shall be subject to adjustment pursuant to Section 7 hereof
(such price, as adjusted from time to time, is herein referred to as
the "Warrant Price").
3. EXERCISE PERIOD. This Warrant shall become exercisable on May 1, 1996
and shall remain so exercisable until and including October 31, 1996.
4. METHOD OF EXERCISE.
(a) While this Warrant remains outstanding and exercisable in
accordance with Section 3 above, the holder may exercise, in whole or in part,
the purchase rights evidenced hereby. Such exercise shall be effected by:
(i) the surrender of this Warrant, together with a duly
executed copy of the form of subscription attached hereto, to the Secretary of
the Company at its principal offices; and
(ii) the payment to the Company of an amount equal to the
aggregate purchase price for the number of shares being purchased.
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5. CERTIFICATES FOR SHARES. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter, and in any event
within thirty (30) days of the delivery of the subscription notice.
6. RESERVATION OF SHARES. The Company covenants that it will at all times
keep available such number of authorized shares of its Common Stock, free from
all preemptive rights with respect thereto, which will be sufficient to permit
the exercise of this Warrant for the full number of Shares specified herein. The
Company further covenants that such Shares, when issued pursuant to the exercise
of this Warrant, will be duly and validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof.
7. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARE. The number of and kind
of securities purchasable upon exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time as follows:
(a) SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If the Company
shall at any time prior to the expiration of this Warrant subdivide its Common
Stock, by stock split or otherwise, combine its Common Stock or issue additional
shares of its Common Stock as a dividend with respect to any shares of its
Common Stock, the number of Shares issuable on the exercise of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or
stock dividend and proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 7(a) shall become effective at the, close of
business on the date the subdivision or combination becomes effective or as of
the record date of such dividend, or in the event that no record date is fixed
upon the making of such dividend.
(b) RECLASSIFICATION, REORGANIZATION OR ACQUISITION. In the event
of (i) any reclassification, capital reorganization or other change in the
Common Stock of the Company (other than as a result of a subdivision,
combination or stock dividend provided for in Section 7(a) above), or (ii) a
transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of the Company is disposed of, including any merger,
consolidation or stock exchange, or a sale of all or substantially all of the
assets of the Company, then as a condition of such reclassification,
reorganization, change or transaction, lawful provision shall be made, and duly
executed documents evidencing the same shall be delivered to the holder of this
Warrant, so that the holder of this Warrant shall have the right at any time
prior to the expiration of this Warrant to purchase, at a total price equal to
that payable upon the exercise of this Warrant immediately prior to such event,
the kind and amount of shares of stock or other securities or property
receivable in connection with such reclassification, reorganization, change or
transaction by a holder of the same number of shares of Common Stock as were
purchasable by the holder of this Warrant immediately prior to such
reclassification, reorganization, change or transaction. In any such case
appropriate provisions shall be made with respect to the rights and interest of
the holder of this Warrant so that the provisions hereof shall thereafter be
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applicable with respect to any shares of stock or other securities or property
deliverable upon exercise hereof, and appropriate adjustments shall be made to
the purchase price per share payable hereunder, provided the aggregate purchase
price shall remain the same.
8. PRE-EXERCISE RIGHTS. Prior to exercise of this Warrant, the holder
shall not be entitled to any rights of a shareholder with respect to the Shares,
including (without limitation) the right to vote such Shares, receive dividends
or other distributions thereon, exercise preemptive rights or be notified of
shareholder meetings, and such holder shall not be entitled to any notice or
other communication concerning the business or affairs of the Company.
9. RESTRICTED SECURITIES. The holder understands that this Warrant and the
Shares purchasable hereunder constitute "restricted securities" under the
federal securities laws inasmuch as they are being, or will be, acquired from
the Company in transactions not involving a public offering and accordingly may
not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933 or an applicable exemption
from registration. In this connection, the holder acknowledges that Rule 144 of
the Securities and Exchange Commission is not now, and may not in the future be,
available for resales of the Shares purchased hereunder. The holder further
acknowledges that the Shares and any other securities issued upon exercise of
this Warrant shall bear a legend substantially in the form of the legend
appearing on the face hereof.
10. CERTIFICATION OF INVESTMENT PURPOSE. Unless a current registration
statement under the Securities Act of 1933 shall be in effect with respect to
the securities to be issued upon exercise of this Warrant, the holder hereof, by
accepting this Warrant, covenants and agrees that, at the time of exercise
hereof, such holder will deliver to the Company a written certification that the
securities acquired by the holder upon exercise hereof are for the account of
the holder and acquired for investment purposes only and that such securities
are not acquired with a view to, or for sale in connection with, any
distribution hereof.
11. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant shall
inure to the benefit of, and be binding upon, the Company and the holder hereof
and their respective successors and assigns.
12. GOVERNING LAW. This Warrant shall be governed by the laws of the State
of California, excluding the conflicts of laws provisions thereof.
ENTERTAINMENT DIGITAL NETWORK
By:_________________________________
Title:______________________________
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SUBSCRIPTION
Entertainment Digital Network
Xxx Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions
of the Stock Purchase Warrant issued by the above Company and held by the
undersigned, ______ shares of the Company's Common Stock.
Payment of the aggregate purchase price for the foregoing shares
required under the Warrant accompanies this Subscription.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
with a view to, or for sale in connection with, any distribution of such shares
or any part thereof.
Date:______________________________________
Signature:_________________________________
Address:___________________________________
___________________________________________
Name in which shares
should be registered:
__________________________________________________
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