WARRANT TO PURCHASE SHARES OF COMMON STOCK
EXHIBIT
10.2
WARRANT
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.
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Void
after
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January
30, 2011
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WARRANT
TO PURCHASE SHARES OF COMMON STOCK
This
Warrant is issued to Remington Partners, Inc. A California Corporation
(“Holder”) by Debut Broadcasting Corporation, Inc., a Nevada corporation (the
“Company”), pursuant to the terms of the Promissory Note dated January 21, 2008
(the “Note”) by and between Company and Holder.
1. Purchase
of Shares.
Subject
to the terms and conditions hereinafter set forth, the holder of this Warrant
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 Sixty Two Thousand, Five Hundred (62,500)
shares of Common Stock of the Company, exercisable pursuant to Section 2 of
this
Warrant. The shares of Common Stock issuable pursuant to this Section 1 (the
“Shares”) shall also be subject to adjustment pursuant to Section 8
hereof.
2. Purchase
Price.
The
purchase price for the Shares shall be One Dollar ($1.00) per share, subject
to
adjustment pursuant to Section 8 hereof (such price, as adjusted from time
to
time, is herein referred to as the “Exercise Price”).
3. Exercise
Period.
This
Warrant is exercisable at the earlier of any time before January 30, 2011,
or
upon sale of the Company, sale of substantially all of the assets of the
Company, or a merger or consolidation of the Company with any other person,
corporation or entity, that involves a “Change in Control.” There is a “Change
in Control” if, as result of a merger, consolidation or sale of assets, the
holders of the Company’s voting securities prior to the change, end up holding
less than fifty percent (50%) of the total voting power represented by the
voting securities of the surviving or successor corporation after the
change.
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4. Method
of Exercise.
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:
(a) the
surrender of the 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
(b) the
payment to the Company of an amount equal to the aggregate Exercise Price for
the number of Shares being purchased.
5. Net
Exercise.
In lieu
of cash exercising this Warrant, the holder of this Warrant may elect to receive
shares equal to the value of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with notice of such election, in which event the Company shall issue
to
the holder hereof a number of Shares computed using the following
formula:
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X =
Y (A-B)
/A
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Where
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X
--
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The
number of shares of Common Stock to be issued to the
holder of this Warrant.
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Y
--
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The
number of shares of Common Stock purchasable under this
Warrant.
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A
--
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The
fair market value of one share of the Company’s Common
Stock.
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B
--
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The
Exercise Price (as adjusted to the date of such
calculations).
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For
purposes of this Paragraph 5, the fair market value of the Common Stock, if
publicly traded, shall be the five day average of the reported closing price
each day of the Shares for the five days immediately preceding the exercise
of
this Warrant. If the Shares are not publicly traded, their fair market value
shall be the price per share that the Company could obtain from a willing buyer
for shares of Common Stock sold by the Company from authorized but unissued
shares, as such prices shall be determined by reference to the most recent
sale
or issuance by the Company of Common Stock.
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6. Certificates
for Shares.
Upon
the exercise of the purchase rights evidenced by this Warrant, the Company
shall
issue one or more certificates for the number of Shares so purchased, as
directed by Creditor, as soon as practicable thereafter, and in any event within
thirty (30) days of the delivery of the subscription notice.
7. Issuance
of Shares; Covenants of Company.
The
Company covenants that the Shares, when issued pursuant to the exercise of
this
Warrant, will be duly and validly issued, fully paid and nonassessable and
free
from all taxes, liens, and charges with respect to the issuance
thereof.
8. Adjustment
of Exercise Price and Number of Shares.
The
number of and kind of securities purchasable upon exercise of this Warrant
and
the Exercise 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 split-up or otherwise, or 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, or 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 8(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 and Consolidation.
In case
of any reclassification, capital reorganization, or change in the Common Stock
of the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 8(a) above), then, as a condition of such
reclassification, reorganization, or change, lawful provision shall be made,
and
duly executed documents evidencing the same from the Company or its successor
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, the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification, reorganization,
or
change 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, or change. 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 applicable
with respect to any shares of stock or other securities and 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.
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(c) Notice
of Adjustment.
When
any adjustment is required to be made in the number or kind of shares
purchasable upon exercise of the Warrant, or in the Warrant Price, the Company
shall promptly notify the holder of such event and of the number of shares
of
Common Stock or other securities or property thereafter purchasable upon
exercise of this Warrant.
9. No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but in lieu of such fractional shares the Company
shall make a cash payment therefor on the basis of the Warrant Price then in
effect.
10. No
Stockholder 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.
11. Successors
and Assigns.
The
terms and provisions of this Warrant and the Purchase Note shall inure to the
benefit of, and be binding upon, the Company and the holders hereof and their
respective successors and assigns.
12. Amendments
and Waivers.
Any
term of this Warrant may be amended and the observance of any term of this
Warrant may be waived (either generally or in a particular instance and either
retroactively or prospectively), with the written consent of the Company and
the
holder of this Warrant. Any waiver or amendment effected in accordance with
this
Section shall be binding upon each holder of any Shares purchased under this
Warrant at the time outstanding (including securities into which such Shares
have been converted), each future holder of all such Shares, and the
Company.
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13 Governing
Law.
This
Warrant shall be governed by the laws of the State of California as applied
to
Notes among California residents made and to be performed entirely within the
State of California.
Date:
January 20, 2008
| DEBUT BROADCASTING CORPORATION, INC., | |||
| a Nevada corporation | |||
| By: Xxxxxx Xxxxxx | |||
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SUBSCRIPTION
Attention:
Corporate Secretary
The
undersigned hereby elects to purchase, pursuant to the provisions of the Warrant
to Purchase Shares of Common Stock of DEBUT BROADCASTING CORPORATION, INC.,
the
number of Shares of Common Stock of the corporation, Inc. set forth
below.
Payment
of the exercise price per share required under such Warrant accompanies this
Subscription.
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By:
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Title:
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| Number of Shares being exercised: |
| Name in which shares should be registered: |
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