WARRANT AGREEMENT
WARRANT AGREEMENT dated as of March 21, 2000, between Uncommon Media
Group, Inc., a Florida corporation with an office located at 00 Xxxx 00xx
Xxxxxx. 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Company") and Membrado & Montell,
LLP, a New York Limited Liability Partnership with an office located at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, XX 00000 (together with any assigns thereof, the "M&M")
WHEREAS, the Company proposes to issue to M&M a warrant (the "Warrant")
to purchase a certain number of common shares of the Company, par value $.001
per share (the "Common Stock") In consideration of the payment deferral of
certain accrued professional fees currently owed by the Company to M&M
NOW, THEREFORE, in consideration of the agreements herein set forth and
other good and valuable consideration, the receipt and sufficient of which are
hereby acknowledged, the parties hereto agree as follows:
1. Grant. In consideration of an agreement to defer payment of certain
accrued professional fees currently owed by the Company, M&M is hereby granted
the right to purchase, at any time from and after the date hereof, until 5:00
P.M. EST. on March 21, 2006 up to 100,000 shares at an initial exercise price of
$.01 per share. The warrant granted pursuant hereto shall be evidenced in a
certain until 5:00 P.M. EST. on March 21, 2006 up to 100,000 shares at an
initial exercise price of $.01 per share. The warrant granted pursuant hereto
shall be evidenced in a certain certificate annexed hereto as Exhibit A (the
"Warrant Certificate") in which all other terms and conditions associated with
the Warrant shall be expressly set forth.
2. Authorization: The Company has full corporate power and authority to
execute and deliver this Warrant Agreement and the Warrant Certificate annexed
hereto, and this Warrant Agreement and the Warrant Certificate, once executed
and delivered, constitutes the valid and legally binding obligation of the
Company, enforceable in accordance with its terms and conditions.
3. Governing Law: This agreement shall be deemed to be a contract made
unter the laws of the State of New York and for all purposes shall be construed
in accordance with the laws of the State of New York without regard to conflict
of laws.
4. Counterparts: This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF: the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
Uncommon Media Group, Inc. MEMBRADO & MONTELL, LLP
By: Xxxxxxxx Xxxxx By: R. Xxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxx Name: R. Xxxxx Xxxxxxx
Title: President Title: Partner
