Contract
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND
THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO CHINA MEDIA1 CORP. THAT SUCH REGISTRATION IS NOT
REQUIRED.
|
Right
to Purchase ________ shares of Common Stock of China Media1 Corp.
(subject
to adjustment as provided herein)
|
CLASS
A COMMON STOCK PURCHASE WARRANT
| No. 2005-A-00__ |
Issue
Date: November 1,
2005
|
CHINA
MEDIA1 CORP., a corporation organized under the laws of the State of Nevada
(the
“Company”), hereby certifies that, for value received, __________________,
___________________________, Fax: _______________
or its
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company at any time after the Issue Date until 5:00 p.m.,
E.S.T on the fifth (5th)
anniversary of the Issue Date (the “Expiration Date”), up to ________ fully paid
and nonassessable shares of Common Stock at a per share purchase price of
$0.55.
The aforedescribed purchase price per share, as adjusted from time to time
as
herein provided, is referred to herein as the “Purchase Price.” The number and
character of such shares of Common Stock and the Purchase Price are subject
to
adjustment as provided herein. The Company may reduce the Purchase Price
without
the consent of the Holder. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the “Subscription
Agreement”),
dated
November 1, 2005, entered into by the Company and Holders of the
Warrants.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term
“Company” shall include China Media1 Corp. and any corporation which shall
succeed or assume the obligations of China Media1 Corp. hereunder.
(b) The
term
“Common Stock” includes (a) the Company’s Common Stock, $0.00005 par value
per share, as authorized on the date of the Subscription Agreement, and (b)
any
other securities into which or for which any of the securities described
in
(a) may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
(c) The
term
“Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the
holder of the Warrant at any time shall be entitled to receive, or shall
have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant
to
Section 5 or otherwise.
(d) he
term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.
1
1. Exercise
of Warrant.
1.1. Number
of Shares Issuable upon Exercise.
From
and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole
in
accordance with the terms of subsection 1.2 or upon exercise of this
Warrant in part in accordance with subsection 1.3, shares of Common
Stock
of the Company, subject to adjustment pursuant to Section 4.
1.2. Full
Exercise.
This
Warrant may be exercised in full by the Holder hereof by delivery of an original
or facsimile copy of the form of subscription attached as Exhibit A
hereto
(the “Subscription Form”) duly executed by such Holder and surrender of the
original Warrant within four (4) days of exercise, to the Company at its
principal office or at the office of its Warrant Agent (as provided
hereinafter), accompanied by payment, in cash, wire transfer or by certified
or
official bank check payable to the order of the Company, in the amount obtained
by multiplying the number of shares of Common Stock for which this Warrant
is
then exercisable by the Purchase Price then in effect.
1.3. Partial
Exercise.
This
Warrant may be exercised in part (but not for a fractional share) by surrender
of this Warrant in the manner and at the place provided in subsection 1.2
except that the amount payable by the Holder on such partial exercise shall
be
the amount obtained by multiplying (a) the number of whole shares
of Common
Stock designated by the Holder in the Subscription Form by (b) the
Purchase
Price then in effect. On any such partial exercise, the Company, at its expense,
will forthwith issue and deliver to or upon the order of the Holder hereof
a new
Warrant of like tenor, in the name of the Holder hereof or as such Holder
(upon
payment by such Holder of any applicable transfer taxes) may request, the
whole
number of remaining shares of Common Stock for which such Warrant may still
be
exercised.
1.4. Fair
Market Value.
Fair
Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:
(a) If
the
Company’s Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange,
LLC,
then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;
(b) If
the
Company’s Common Stock is not traded on an exchange or on the NASDAQ National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange,
Inc.,
but is traded in the over-the-counter market, then the average of the closing
bid and ask prices reported for the last business day immediately preceding
the
Determination Date;
(c) Except
as
provided in clause (d) below, if the Company’s Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such
an
agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator to be chosen
from a
panel of persons qualified by education and training to pass on the matter
to be
decided; or
(d) If
the
Determination Date is the date of a liquidation, dissolution or winding up,
or
any event deemed to be a liquidation, dissolution or winding up pursuant
to the
Company’s charter, then all amounts to be payable per share to holders of the
Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share
in
respect of the Common Stock in liquidation under the charter, assuming for
the
purposes of this clause (d) that all of the shares of Common Stock
then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.
2
1.5. Company
Acknowledgment.
The
Company will, at the time of the exercise of the Warrant, upon the request
of
the Holder hereof acknowledge in writing its continuing obligation to afford
to
such Holder any rights to which such Holder shall continue to be entitled
after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such
rights.
1.6. Trustee
for Warrant Holders.
In the
event that a bank or trust company shall have been appointed as trustee for
the
Holder of the Warrants pursuant to Subsection 3.2, such bank or trust
company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company
or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1.
1.7 Delivery
of Stock Certificates, etc. on Exercise.
The
Company agrees that the shares of Common Stock purchased upon exercise of
this
Warrant shall be deemed to be issued to the Holder hereof as the record owner
of
such shares as of the close of business on the date on which this Warrant
shall
have been surrendered and payment made for such shares as aforesaid. As soon
as
practicable after the exercise of this Warrant in full or in part, and in
any
event within five (5) business
days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered
to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities)
to
which such Holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal
to
such fraction multiplied by the then Fair Market Value of one full share
of
Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon
such
exercise pursuant to Section 1 or otherwise.
2. Cashless
Exercise.
(a) Except
as
described below, if a Registration Statement (as defined in the Subscription
Agreement) (“Registration Statement”) is effective and the Holder may sell its
shares of Common Stock upon exercise hereof pursuant to the Registration
Statement, this Warrant may be exercisable in whole or in part for cash only
as
set forth in Section 1 above. If no such Registration Statement is
available
during
the time that such Registration Statement is required to be effective pursuant
to the terms of the Subscription Agreement, or if after the Maturity Date
(accelerated or otherwise) of the Note issued pursuant to the Subscription
Agreement any sums due under the Note remains unpaid after any applicable
cure
period, then payment upon exercise may be made at the option of the Holder
either in (i) cash, by wire transfer or certified or official bank
check
payable to the order of the Company equal to the applicable aggregate Purchase
Price, (ii) by cashless exercise in accordance with Section (b) below
or (iii) by a combination of any of the foregoing methods, for the
number
of Common Stock specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common
Stock
issuable to the holder per the terms of this Warrant) and the holder shall
thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein.
(b) If
the
Notice of Exercise form elects a "cashless" exercise, the Holder shall thereby
be entitled to receive a number of shares of Common Stock equal to (x) the
excess of the Current Market Value (as defined below) over the total cash
exercise price of the portion of the Warrant then being exercised, divided
by
(y) the Market Price of the Common Stock as of the trading day immediately
prior
to the date of exercise. For the purposes of this Warrant, the term "Current
Market Value" shall be an amount equal to the Market Price of the Common
Stock
as of the trading day immediately prior to the Exercise Date, multiplied
by the
number of shares of Common Stock specified in such Notice of Exercise Form,
and
"Market Price of the Common Stock" shall be the average of the closing bid
price
of the Common Stock (as reported by Bloomberg L.P. for the Principal Market)
for
the 5 Trading days prior to the exercise date.
3
(c) The
Holder may employ the cashless exercise feature described in Section (b)
above
only during the pendency of a Non-Registration Event as described in Section
11
of the Subscription Agreement or after the Maturity Date of the Note
(accelerated or otherwise) at a time when any sums due under the Note remains
unpaid after any applicable cure period. For
purposes of Rule 144 promulgated under the 1933 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 pursuant to the Subscription
Agreement.
3. Adjustment
for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization,
Consolidation, Merger, etc.
In case
at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person
or
(c) transfer all or substantially all of its properties or assets
to any
other person under any plan or arrangement contemplating the dissolution
of the
Company, then, in each such case, as a condition to the consummation of such
a
transaction, proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant, on the exercise hereof as provided in
Section 1, at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the
case
may be, shall receive, in lieu of the Common Stock (or Other Securities)
issuable on such exercise prior to such consummation or such effective date,
the
stock and other securities and property (including cash) to which such Holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in Section 4.
3.2. Dissolution.
In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock
and
other securities and property (including cash, where applicable) receivable
by
the Holder of the Warrants after the effective date of such dissolution pursuant
to this Section 3 to a bank or trust company (a “Trustee”) having its
principal office in New York, NY, as trustee for the Holder of the
Warrants.
3.3. Continuation
of Terms.
Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, this Warrant
shall
continue in full force and effect and the terms hereof shall be applicable
to
the Other Securities and property receivable on the exercise of this Warrant
after the consummation of such reorganization, consolidation or merger or
the
effective date of dissolution following any such transfer, as the case may
be,
and shall be binding upon the issuer of any Other Securities, including,
in the
case of any such transfer, the person acquiring all or substantially all
of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4.
In
the event this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then
only in
such event will the Company’s securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the
Trustee
as contemplated by Section 3.2.
3.4 Share
Issuance.
Until
the Expiration Date, if the Company shall issue any Common Stock except for
the
Excepted Issuances (as defined in the Subscription Agreement), prior to the
complete exercise of this Warrant for a consideration less than the Purchase
Price that would be in effect at the time of such issue, then, and thereafter
successively upon each such issue, the Purchase Price shall be reduced to
such
other lower issue price. For purposes of this adjustment, the issuance of
any
security or debt instrument of the Company carrying the right to convert
such
security or debt instrument into Common Stock or of any warrant, right or
option
to purchase Common Stock shall result in an adjustment to the Purchase Price
upon the issuance of the above-described security, debt instrument, warrant,
right, or option and again at any time upon any subsequent issuances of shares
of Common Stock upon exercise of such conversion or purchase rights if such
issuance is at a price lower than the Purchase Price in effect upon such
issuance. The reduction of the Purchase Price described in this Section 3.4
is
in addition to the other rights of the Holder described in the Subscription
Agreement.
4
4. Extraordinary
Events Regarding Common Stock.
In the
event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock,
(b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares
of
the Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying
the
then Purchase Price by a fraction, the numerator of which shall be the number
of
shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter
be
the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
be
readjusted in the same manner upon the happening of any successive event
or
events described herein in this Section 4. The number of shares of
Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof
as provided in Section 1, be entitled to receive shall be adjusted
to a
number determined by multiplying the number of shares of Common Stock that
would
otherwise (but for the provisions of this Section 4) be issuable on
such
exercise by a fraction of which (a) the numerator is the Purchase
Price
that would otherwise (but for the provisions of this Section 4) be
in
effect, and (b) the denominator is the Purchase Price in effect on
the date
of such exercise.
5. Certificate
as to Adjustments.
In each
case of any adjustment or readjustment in the shares of Common Stock (or
Other
Securities) issuable on the exercise of the Warrants, the Company at its
expense
will promptly cause its Chief Financial Officer or other appropriate designee
to
compute such adjustment or readjustment in accordance with the terms of the
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment
is
based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed
to
be outstanding, and (c) the Purchase Price and the number of shares
of
Common Stock to be received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant; provided,
however,
that no
adjustment of the Purchase Price shall be made in an amount of less than
1% of
the Purchase Price in effect at the time such adjustment is otherwise required
to be made, but any such lesser adjustment shall be carried forward and shall
be
made at the time and together with the next subsequent adjustment which,
together with any adjustments so carried forward, shall amount to not less
than
1% of such Purchase Price. The Company will forthwith mail a copy of each
such
certificate to the Holder of the Warrant and any Warrant Agent of the Company
(appointed pursuant to Section 11 hereof).
6. Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements.
The
Company will at all times reserve and keep available, solely for issuance
and
delivery on the exercise of the Warrants, all shares of Common Stock (or
Other
Securities) from time to time issuable on the exercise of the Warrant. This
Warrant entitles the Holder hereof to receive copies of all financial and
other
information distributed or required to be distributed to the holders of the
Company’s Common Stock. Notwithstanding the foregoing, no holder, as such, of
this Warrant shall be entitled to vote or receive dividends or be deemed
to be
the holder of shares of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder hereof,
as
such, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance
or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the exercise by the holder of this Warrant
and
then only in relation to the Warrant Shares which Holder is then entitled
to
receive upon such exercise.
5
7. Assignment;
Exchange of Warrant.
Subject
to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”). On the surrender for exchange of this Warrant, with the
Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this Warrant
will be
in compliance with applicable securities laws, the Company at its expense,
twice, only, but with payment by the Transferor of any applicable transfer
taxes, will issue and deliver to or on the order of the Transferor thereof
a new
Warrant or Warrants of like tenor, in the name of the Transferor and/or the
transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant.
8. Replacement
of Warrant.
On
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 of this Warrant, on delivery of an indemnity agreement
or
security reasonably satisfactory in form and amount to the Company or, in
the
case of any such mutilation, on surrender and cancellation of this Warrant,
the
Company at its expense, twice only, will execute and deliver, in lieu thereof,
a
new Warrant of like tenor.
9. Registration
Rights.
The
Holder of this Warrant has been granted certain registration rights by the
Company. These registration rights are set forth in the Subscription
Agreement.
10. Maximum
Exercise.
The
Holder shall not be entitled to exercise this Warrant on an exercise date,
in
connection with that number of shares of Common Stock which would be in excess
of the sum of (i) the number of shares of Common Stock beneficially
owned
by the Holder and its affiliates on an exercise date, and (ii) the
number
of shares of Common Stock issuable upon the exercise of this Warrant with
respect to which the determination of this limitation is being made on an
exercise date, which would result in beneficial ownership by the Holder and
its
affiliates of more than 4.99% of the outstanding shares of Common Stock on
such
date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of
the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 4.99%. The restriction described
in this paragraph may be waived, in whole or in part, upon sixty-one
(61)
days prior notice from the Holder to the Company. The Holder may decide whether
to convert a Note or exercise this Warrant to achieve an actual 4.99% ownership
position. For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares
of
Common Stock as reflected in (1) the Company's most recent Form 10-Q or Form
10-K, as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or its transfer agent setting forth
the
number of shares of Common Stock outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect
to
conversions of any Note and exercise of Warrants by such Holder and its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.
11. Warrant
Agent.
The
Company may, by written notice to the Holder of the Warrant, appoint an agent
(a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging
this
Warrant pursuant to Section 7, and replacing this Warrant pursuant
to
Section 8, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office
by
such Warrant Agent.
6
12. Transfer
on the Company’s Books.
Until
this Warrant is transferred on the books of the Company, the Company may
treat
the registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
13. Representations
of Holder.
The
Holder of this Warrant, by the acceptance hereof, represents that it is
acquiring this Warrant and the Warrant Shares for its own account for investment
only and not with a view towards, or for resale in connection with, the public
sale or distribution of this Warrant or the Warrant Shares, except pursuant
to
sales registered or exempted under the Securities Act; provided, however,
that
by making the representations herein, the Holder does not agree to hold this
Warrant or any of the Warrant Shares for any minimum or other specific term
and
reserves the right to dispose of this Warrant and the Warrant Shares at any
time
in accordance with or pursuant to a registration statement or an exemption
under
the Securities Act. The Holder of this Warrant further represents, by acceptance
hereof, that, as of this date, such Holder is an "accredited investor" as
such
term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities
and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR").
Upon exercise of this Warrant, other than pursuant to a Cashless Exercise
or
sale pursuant to a Registration Statement or other exemption under the 1933
Act,
the Holder shall, if requested by the Company, confirm in writing, in a form
reasonably satisfactory to the Company, that the Warrant Shares so purchased
are
being acquired solely for the Holder's own account and not as a nominee for
any
other party, for investment and not with a view toward distribution or resale
and that such Holder is an Accredited Investor. If such Holder cannot make
such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary
to
assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any United States or state securities
laws.
14. Warrant
Exercise Compensation.
The
Company has agreed to pay to the Broker identified on Schedule 8 to the
Subscription Agreement (“Broker”) Warrant Exercise Compensation as described in
the Subscription Agreement equal to five percent (5%) of the cash proceeds
payable to the Company upon exercise of the Warrant. The Warrant Exercise
Compensation will be paid by the Company to the Broker not later than the
fifth
(5th)
business day after the Company receives cash proceeds from the exercise of
this
Warrant. The Holder of the Warrant has no obligation or responsibility to
pay
Warrant Exercise Compensation
15. Notices.
All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted
to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery
by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or
the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur or
(c)
three business days after deposited in the mail if delivered pursuant to
subsection (ii) above.
The
addresses for such communications shall be: (i) if to the Company to:
China
Media1 Corp., 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attn: Xxx Xxxxx
Cai, President, telecopier:
(000) 000-0000, with a copy by telecopier only to: Spectrum Law Group, 0000
Xxxx
Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000-0000, Attn: Xxxx Xxxxxxxx, Esq., telecopier:
(000) 000-0000, and (ii) if to the Holder, to the addresses and telecopier
number set forth in the first paragraph of this Warrant, with an additional
copy
by telecopier only to: Grushko & Xxxxxxx, P.C., 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000, telecopier number: (000) 000-0000, and (iii)
if
to the Broker, to: the address and telecopier number set forth on Schedule
8 to
the Subscription Agreement.
7
16. Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant
shall
be construed and enforced in accordance with and governed by the laws of
New
York. Any dispute relating to this Warrant shall be adjudicated in New York
County in the State of New York. The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof. The invalidity or unenforceability of any provision hereof shall
in no
way affect the validity or enforceability of any other provision.
8
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
| CHINA MEDIA1 CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxx | |
|
Name: Xxxxxx Xxxxxx |
||
| Title: Secretary | ||
Witness:
9
Exhibit A
FORM
OF
SUBSCRIPTION
(to
be
signed only on exercise of Warrant)
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):
___ ________
shares of the Common Stock covered by such Warrant; or
___ the
maximum
number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in Section 2.
The
undersigned herewith makes payment of the full purchase price for such
shares at
the price per share provided for in such Warrant, which is $___________.
Such
payment takes the form of (check applicable box or boxes):
___ $__________
in lawful money of the United States; and/or
___ the
cancellation of the Warrant to the extent necessary, in accordance with
the
formula set forth in Section 2, to exercise this Warrant with respect
to
the maximum number of shares of Common Stock purchasable pursuant to the
cashless exercise procedure set forth in Section 2.
The
undersigned requests that the certificates for such shares be issued in the
name
of, and delivered to _____________________________________________________
whose
address is
Number
of
Shares of Common Stock Beneficially Owned on the date of exercise: Less
than
five percent (5%) of the outstanding Common Stock of China Media1
Corp.
The
undersigned represents and warrants that the representations and warranties
in
Section 4 of the Subscription Agreement (as defined in this Warrant) are
true
and accurate with respect to the undersigned on the date hereof.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of
1933,
as amended (the “Securities Act”), or pursuant to an exemption from registration
under the Securities Act. The undersigned confirms, as of the date of this
form,
the representations contained in Section 13 of the Warrant.
|
Dated:___________________
|
___________________________________
(Signature
must conform to name of holder as
specified
on the face of the Warrant)
___________________________________
___________________________________
(Address)
|
10
Exhibit B
FORM
OF
TRANSFEROR ENDORSEMENT
(To
be
signed only on transfer of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of CHINA MEDIA1 CORP. to which the within Warrant relates specified
under
the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney
to
transfer its respective right on the books of CHINA MEDIA1 CORP. with full
power
of substitution in the premises.
|
Transferees
|
Percentage
Transferred
|
Number
Transferred
|
|
Dated:
______________, ___________
Signed
in the presence of:
___________________________________
(Name)
ACCEPTED
AND AGREED:
[TRANSFEREE]
___________________________________
(Name)
|
___________________________________
(Signature
must conform to name of holder as
specified
on the face of the warrant)
___________________________________
___________________________________
(address)
___________________________________
___________________________________
(address)
|
