Contract
Exhibit
4.6
NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
SECURED
BY SUCH SECURITIES.
INTRA-ASIA
ENTERTAINMENT CORPORATION
COMMON
STOCK PURCHASE WARRANT
| Warrant No. 1 |
Original
Issue Date: May 14,
2007
|
Intra-Asia
Entertainment Corporation,
a
Nevada corporation (the “Company”),
hereby
certifies that, for value received, Antaeus Capital, Inc. or its registered
assigns (the “Holder”),
is
entitled to purchase from the Company up to a total of 2,083,333 shares
of
Common Stock (each such share, a “Warrant
Share”
and all
such shares, the “Warrant
Shares”),
at any
time and from time to time from and after the Original Issue Date and through
and including May 13, 2014 (the “Expiration
Date”),
and
subject to the following terms and conditions:
1. Definitions.
As used
in this Warrant, the following terms shall have the respective definitions
set
forth in this Section 1. Capitalized terms that are used and not defined
in this
Warrant that are defined in the Purchase Agreement (as defined below) shall
have
the respective definitions set forth in the Purchase Agreement.
“Common
Stock”
means
the common stock of the Company, par value $0.001 per share, and any securities
into which such common stock may hereafter be reclassified or for which
it may
be exchanged as a class.
“Exercise
Price” means
$0.24, subject to adjustment in accordance with Section 9.
“Fundamental
Transaction”
means
any of the following: (1) the Company effects any merger or consolidation
of the
Company with or into another Person, (2) the Company effects any sale of
all or
substantially all of its assets in one or a series of related transactions,
(3)
any tender offer or exchange offer (whether by the Company or another Person)
is
completed pursuant to which holders of Common Stock are permitted to tender
or
exchange their shares for other securities, cash or property, or (4) the
Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into
or
exchanged for other securities, cash or property.
“New
York Courts”
means
the state and federal courts sitting in the City of New York, Borough of
Manhattan.
“Original
Issue Date”
means
the Original Issue Date first set forth on the first page of this
Warrant.
“Purchase
Agreement”
means
the Securities Purchase Agreement, dated May 14, 2007, among the Company
and all
predecessors thereto, Cabowise International Ltd., a British Virgin Islands
company, PKU
Chinafront High Technology Co., Ltd.,
a
company organized under the laws of the People’s Republic of China, the selling
stockholders identified therein and the investors identified therein.
“Trading
Day”
means
(i) a day on which the Common Stock is traded on a Trading Market (other
than
the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a
Trading
Market (other than the OTC Bulletin Board), a day on which the Common Stock
is
traded in the over-the-counter market, as reported by the OTC Bulletin
Board, or
(iii) if the Common Stock is not quoted on any Trading Market, a day on
which
the Common Stock is quoted in the over-the-counter market as reported by
the
Pink Sheets LLC (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof,
then
Trading Day shall mean a Business Day.
2. Registration
of Warrant.
The
Company shall register this Warrant upon records to be maintained by the
Company
for that purpose (the “Warrant
Register”),
in the
name of the record Holder hereof from time to time. The Company may deem
and
treat the registered Holder of this Warrant as the absolute owner hereof
for the
purpose of any exercise hereof or any distribution to the Holder, and for
all
other purposes, absent actual notice to the contrary.
3. Registration
of Transfers.
The
Company shall register the transfer of any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment
attached hereto duly completed and signed, to the Company at its address
specified herein. Upon any such registration or transfer, a new Warrant
to
purchase Common Stock, in substantially the form of this Warrant (any such
new
Warrant, a "New
Warrant"),
evidencing the portion of this Warrant so transferred shall be issued to
the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder.
The
acceptance of the New Warrant by the transferee thereof shall be deemed
the
acceptance by such transferee of all of the rights and obligations of a
holder
of a Warrant.
4. Exercise
and Duration of Warrants.
This
Warrant shall be exercisable by the registered Holder at any time and from
time
to time on or after the Original Issue Date through and including the Expiration
Date. At 6:30 p.m., New York City time on the Expiration Date, the portion
of
this Warrant not exercised prior thereto shall be and become void and of
no
value. The Company may not call or redeem any portion of this Warrant without
the prior written consent of the affected Holder.
2
5. Delivery
of Warrant Shares.
(a) The
Holder shall not be required to physically surrender this Warrant unless
the
aggregate Warrant Shares represented by this Warrant are being exercised.
To
effect exercises hereunder, the Holder shall duly execute and deliver to
the
Company at its address for notice set forth herein (or such to such other
address as the Company may designate by notice in writing to the Holder),
an
Exercise Notice in the form of Annex
A
hereto,
along with a Warrant Shares Exercise Log in the form of Annex
B
hereto,
and shall pay the Exercise Price, if applicable, multiplied by the number
of
Warrant Shares that the Holder intends to purchase hereunder. The Company
shall
promptly (but in no event later than three Trading Days after the Date
of
Exercise (as defined herein)) issue and deliver to the Holder, a certificate
for
the Warrant Shares issuable upon such exercise. The Company shall, upon
request
of the Holder and subsequent to the date on which a registration statement
covering the resale of the Warrant Shares has been declared effective by
the
Securities and Exchange Commission, use its reasonable best efforts to
deliver
Warrant Shares hereunder electronically through the Depository Trust Corporation
or another established clearing corporation performing similar functions,
if
available, provided,
that,
the Company may, but will not be required to change its transfer agent
if its
current transfer agent cannot deliver Warrant Shares electronically through
the
Depository Trust Corporation. A “Date
of Exercise”
for
purposes of this Warrant, means the date on which the Holder shall have
delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise
Log
attached to it), appropriately completed and duly signed and (ii) if such
Holder
is not utilizing the cashless exercise provisions set forth in this Warrant,
payment of the Exercise Price for the number of Warrant Shares so indicated
by
the Holder to be purchased.
(b) If
by the
third Trading Day after a Date of Exercise the Company fails to deliver
the
required number of Warrant Shares in the manner required pursuant to Section
5(a), then the Holder will have the right to rescind such exercise.
(c) If
by the
third Trading Day after a Date of Exercise the Company fails to deliver
the
required number of Warrant Shares in the manner required pursuant to Section
5(a), and if after such third Trading Day and prior to the receipt of such
Warrant Shares, the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the
Holder of the Warrant Shares which the Holder anticipated receiving upon
such
exercise (a “Buy-In”),
then
the Company shall (1) pay in cash to the Holder the amount by which (x)
the
Holder's total purchase price (including brokerage commissions, if any)
for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required
to
deliver to the Holder in connection with the exercise at issue by (B) the
closing bid price of the Common Stock on the Date of Exercise and (2) at
the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver
to
the Holder the number of shares of Common Stock that would have been issued
had
the Company timely complied with its exercise and delivery obligations
hereunder. The Holder shall provide the Company written notice indicating
the
amounts payable to the Holder in respect of the Buy-In.
3
(d) The
Company's obligations to issue and deliver Warrant Shares in accordance
with the
terms hereof are absolute and unconditional, irrespective of any action
or
inaction by the Holder to enforce the same, any waiver or consent with
respect
to any provision hereof, the recovery of any judgment against any Person
or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation
of
law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company
to the
Holder in connection with the issuance of Warrant Shares. Nothing herein
shall
limit a Xxxxxx's right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure
to
timely deliver certificates representing Warrant Shares upon exercise of
the
Warrant as required pursuant to the terms hereof.
6. Charges,
Taxes and Expenses.
Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
be
made without charge to the Holder for any issue or transfer tax, withholding
tax, transfer agent fee or other incidental tax or expense in respect of
the
issuance of such certificates, all of which taxes and expenses shall be
paid by
the Company; provided,
however, that the Company shall not be required to pay any tax which may
be
payable in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than that of
the
Holder. The Holder shall be responsible for all other tax liability that
may
arise as a result of holding or transferring this Warrant or receiving
Warrant
Shares upon exercise hereof.
7. Replacement
of Warrant.
If this
Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
or
cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only
upon receipt of evidence reasonably satisfactory to the Company of such
loss,
theft or destruction and customary and reasonable indemnity (which shall
not
include a surety bond), if requested. Applicants for a New Warrant under
such
circumstances shall also comply with such other reasonable regulations
and
procedures and pay such other reasonable third-party costs as the Company
may
prescribe. If a New Warrant is requested as a result of a mutilation of
this
Warrant, then the Holder shall deliver such mutilated Warrant to the Company
as
a condition precedent to the Company’s obligation to issue the New
Warrant.
8. Reservation
of Warrant Shares.
The
Company covenants that during the term that this Warrant is exercisable,
the
Company will at all times reserve and keep available out of the aggregate
of its
authorized but unissued and otherwise unreserved Common Stock, solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this Warrant
as
herein provided, the number of Warrant Shares which are then issuable and
deliverable upon the exercise of this entire Warrant, free from preemptive
rights or any other contingent purchase rights of Persons other than the
Holder
(taking into account the adjustments and restrictions of Section 9). The
Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance
with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.
4
9. Certain
Adjustments.
The
Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this
Section
9.
(a) Stock
Dividends and Splits.
If the
Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class
of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction
of
which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the
number
of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders
entitled
to receive such dividend or distribution, and any adjustment pursuant to
clause
(ii) or (iii) of this paragraph shall become effective immediately after
the
effective date of such subdivision or combination.
(b) Fundamental
Transactions.
If, at
any time while this Warrant is outstanding there is a Fundamental Transaction,
then the Holder shall have the right thereafter to receive, upon exercise
of
this Warrant, the same amount and kind of securities, cash or property
as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise
in full
of this Warrant (the “Alternate
Consideration”).
For
purposes of any such exercise, the determination of the Exercise Price
shall be
appropriately adjusted to apply to such Alternate Consideration based on
the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion
the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction,
then
the Holder shall be given the same choice as to the Alternate Consideration
it
receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company
or
surviving entity in such Fundamental Transaction shall issue to the Holder
a new
warrant substantially in the form of this Warrant and consistent with the
foregoing provisions and evidencing the Holder's right to purchase the
Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The
terms
of any agreement pursuant to which a Fundamental Transaction is effected
shall
include terms requiring any such successor or surviving entity to comply
with
the provisions of this paragraph (b) and insuring that the Warrant (or
any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.
(c) Number
of Warrant Shares.
Simultaneously with any adjustment to the Exercise Price pursuant to this
Section 9, the number of Warrant Shares that may be purchased upon exercise
of
this Warrant shall be increased or decreased proportionately, so that after
such
adjustment the aggregate Exercise Price payable hereunder for the adjusted
number of Warrant Shares shall be the same as the aggregate Exercise Price
in
effect immediately prior to such adjustment.
5
(d) Calculations.
All
calculations under this Section 9 shall be made to the nearest cent or
the
nearest 1/100th
of a
share, as applicable. The number of shares of Common Stock outstanding
at any
given time shall not include shares owned or held by or for the account
of the
Company, and the disposition of any such shares shall be considered an
issue or
sale of Common Stock.
(e) Notice
of Adjustments.
Upon
the occurrence of each adjustment pursuant to this Section 9, the Company
at its
expense will promptly compute such adjustment in accordance with the terms
of
this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type
of
Warrant Shares or other securities issuable upon exercise of this Warrant
(as
applicable), describing the transactions giving rise to such adjustments
and
showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate
to
the Holder and to the Company's Transfer Agent.
(f) Notice
of Corporate Events.
If the
Company (i) declares a dividend or any other distribution of cash, securities
or
other property in respect of its Common Stock, including without limitation
any
granting of rights or warrants to subscribe for or purchase any capital
stock of
the Company or any Subsidiary, except for grants of options to management
(ii)
authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes
the
voluntary dissolution, liquidation or winding up of the affairs of the
Company,
then the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction (but only to the extent such disclosure
would not result in the dissemination of material, non-public information
to the
Holder) at least 10 calendar days prior to the applicable record or effective
date on which a Person would need to hold Common Stock in order to participate
in or vote with respect to such transaction, and the Company will take
all steps
reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate
in
or vote with respect to such transaction; provided, however, that the failure
to
deliver such notice or any defect therein shall not affect the validity
of the
corporate action required to be described in such notice.
10. Payment
of Exercise Price.
The
Holder may pay the Exercise Price in one of the following manners:
(a) Cash
Exercise.
The
Holder may deliver immediately available funds; or
(b) Cashless
Exercise.
If an
Exercise Notice is delivered at a time when a registration statement permitting
the Holder to resell the Warrant Shares is not then effective or the prospectus
forming a part thereof is not then available to the Holder for the resale
of the
Warrant Shares, then the Holder may notify the Company in an Exercise Notice
of
its election to utilize cashless exercise, in which event the Company shall
issue to the Holder the number of Warrant Shares determined as
follows:
6
X
= Y
[(A-B)/A]
where:
X
= the
number of Warrant Shares to be issued to the Holder.
Y
= the
number of Warrant Shares with respect to which this Warrant is being
exercised.
A
= the
average of the closing prices for the five Trading Days immediately prior
to
(but not including) the Date of Exercise.
B
= the
Exercise Price.
For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder,
and
the holding period for the Warrant Shares shall be deemed to have commenced,
on
the date this Warrant was originally issued.
11. Limitations
on Exercise.
Notwithstanding anything to the contrary contained herein, the number of
Warrant
Shares that may be acquired by the Holder upon any exercise of this Warrant
(or
otherwise in respect hereof) shall be limited to the extent necessary to
insure
that, following such exercise (or other issuance), the total number of
shares of
Common Stock then beneficially owned by such Holder and its Affiliates
and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the Exchange Act, does
not
exceed 9.99% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon
such
exercise). For such purposes, beneficial ownership shall be determined
in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. This provision shall not restrict the number of
shares
of Common Stock which a Holder may receive or beneficially own in order
to
determine the amount of securities or other consideration that such Holder
may
receive in the event of a Fundamental Transaction as contemplated in Section
9
of this Warrant. This restriction may not be waived, and notwithstanding
anything to the contrary in any Transaction Document, may not be amended
by
agreement of the parties. Notwithstanding anything to the contrary contained
in
this Warrant or in any other Transaction Document, (a) no term of this
Section
may be waived by any party, nor amended such that the threshold percentage
of
ownership would be directly or indirectly increased, (b) no amendment or
modification to any Transaction Document may be made such that it would
have the
effect of modifying or waiving any term of this Section in violation of
this
restriction, (c) this restriction runs with the Warrant and may not be
modified
or waived by any subsequent holder hereof and (d) any attempted waiver,
modification or amendment of this Section will be void ab initio.
12. No
Fractional Shares.
No
fractional shares of Warrant Shares will be issued in connection with any
exercise of this Warrant. In lieu of any fractional shares which would,
otherwise be issuable, the Company shall pay cash equal to the product
of such
fraction multiplied by the closing price of one Warrant Share as reported
by the
applicable Trading Market on the date of exercise.
7
13. Notices.
Any and
all notices or other communications or deliveries hereunder (including,
without
limitation, any Exercise Notice) shall be in writing and shall be deemed
given
and effective on the earliest of (i) the date of transmission, if such
notice or
communication is delivered via facsimile at the facsimile number specified
in
this Section prior to 6:30 p.m. (New York City time) on a Trading Day,
(ii) the
next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section
on
a day that is not a Trading Day or later than 6:30 p.m. (New York City
time) on
any Trading Day, (iii) the second Trading Day following the date of mailing,
if
sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given. The addresses
for such communications shall be: (i) if to the Company, to Intra-Asia
Entertainment Corporation, Attn: President, or to Facsimile No. (00) 00-00000000
(or to such other address as the Company shall indicate in writing in accordance
with this Section), with a copy to Xxx Xxxxxxxxxx, Esq., Xxxxxx Xxxx Brown
Raysman & Xxxxxxx LLP, 000 Xxxxxx Xxxxxx, X.X., Xxxxxxxxxx, XX 00000,
facsimile no.: (000) 000-0000, or (ii) if to the Holder, to the address
or
facsimile number appearing on the Warrant Register or such other address
or
facsimile number as the Holder may provide to the Company in accordance
with
this Section.
14. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant. Upon 10 days'
notice to
the Holder, the Company may appoint a new warrant agent. Any corporation
into
which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant
agent
shall be a party or any corporation to which the Company or any new warrant
agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant
without
any further act. Any such successor warrant agent shall promptly cause
notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder's last address as shown on the Warrant
Register.
15. Miscellaneous.
(a) This
Warrant shall be binding on and inure to the benefit of the parties hereto
and
their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other
than the
Company and the Holder any legal or equitable right, remedy or cause of
action
under this Warrant. This Warrant may be amended only in writing signed
by the
Company and the Holder and their successors and assigns.
(b) All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York (except for matters governed
by
corporate law in the State of Nevada), without regard to the principles
of
conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of this Warrant
and the
transactions herein contemplated (“Proceedings”)
(whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each
party
hereto hereby irrevocably submits to the exclusive jurisdiction of the
New York
Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim
that
it is not personally subject to the jurisdiction of any New York Court,
or that
such Proceeding has been commenced in an improper or inconvenient forum.
Each
party hereto hereby irrevocably waives personal service of process and
consents
to process being served in any such Proceeding by mailing a copy thereof
via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant
and
agrees that such service shall constitute good and sufficient service of
process
and notice thereof. Nothing contained herein shall be deemed to limit in
any way
any right to serve process in any manner permitted by law. Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable
law,
any and all right to trial by jury in any legal proceeding arising out
of or
relating to this Warrant or the transactions contemplated hereby. If either
party shall commence a Proceeding to enforce any provisions of this Warrant,
then the prevailing party in such Proceeding shall be reimbursed by the
other
party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.
8
(c) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
(d) In
case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon
a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
(e) Prior
to
exercise of this Warrant, the Holder hereof shall not, by reason of being
a
Holder, be entitled to any rights of a stockholder with respect to the
Warrant
Shares.
[REMAINDER
OF XXXX INTENTIONALLY LEFT BLANK,
SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its
authorized officer as of the date first indicated above.
|
INTRA-ASIA
ENTERTAINMENT CORPORATION
|
||
| |
|
|
| By: | /s/ Xxxxxxx Xxx | |
|
Name:
Xxxxxxx Xxx
Title:
President and Chief Executive Officer
|
||
10
ANNEX
A
EXERCISE
NOTICE
INTRA-ASIA
ENTERTAINMENT CORPORATION
WARRANT
DATED MAY 14, 2007
The
undersigned Holder hereby irrevocably elects to purchase _____________
shares of
Common Stock pursuant to the above referenced Warrant. Capitalized terms
used
herein and not otherwise defined have the respective meanings set forth
in the
Warrant.
(1) The
undersigned Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.
(2) The
Holder intends that payment of the Exercise Price shall be made as (check
one):
____“Cash
Exercise” under Section 10
____“Cashless
Exercise” under Section 10
(3) If
the
holder has elected a Cash Exercise, the holder shall pay the sum of
$____________ to the Company in accordance with the terms of the
Warrant.
(4) Pursuant
to this Exercise Notice, the Company shall deliver to the holder _______________
Warrant Shares in accordance with the terms of the Warrant.
(5) By
its
delivery of this Exercise Notice, the undersigned represents and warrants
to the
Company that in giving effect to the exercise evidenced hereby the Holder
will
not beneficially own in excess of the number of shares of Common Stock
(determined in accordance with Section 13(d) of the Securities Exchange
Act of
1934) permitted to be owned under Section 11 of this Warrant to which this
notice relates.
|
Dated:
_______________,
_______
|
Name
of Xxxxxx:
|
|
|
(Print)
___________________________________
|
||
|
By:______________________________________
|
||
|
Name:____________________________________
|
||
|
Title:_____________________________________
|
||
|
(Signature
must conform in all respects to name of holder as specified on
the face of
the Warrant)
|
11
ANNEX
B
Warrant
Shares Exercise Log
|
Date
|
Number
of Warrant Shares Available to be Exercised
|
Number
of Warrant Shares Exercised
|
Number
of Warrant Shares Remaining to be Exercised
|
12
ANNEX
C
INTRA-ASIA
ENTERTAINMENT CORPORATION.
WARRANT
ORIGINALLY ISSUED MAY 14, 2007
WARRANT
NO. 1
FORM
OF
ASSIGNMENT
[To
be
completed and signed only upon transfer of Warrant]
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such Warrant
relates and appoints ________________ attorney to transfer said right on
the
books of the Company with full power of substitution in the
premises.
Dated: _______________,
____
_______________________________________
(Signature
must conform in all respects to name of holder as specified on the face
of the
Warrant)
_______________________________________
Address
of Transferee
_______________________________________
_______________________________________
In
the
presence of:
__________________________
13
