RED MILE ENTERTAINMENT, INC. (Incorporated under the laws of the State of Delaware) FORM OF SHARE PURCHASE WARRANT THIS IS TO CERTIFY THAT of
Exhibit
4.10
This
Warrant and the securities issuable upon conversion of this warrant have not
been registered under the Securities Act of 1933, as amended (the "Act"), or
under the securities laws of applicable states. These securities are
subject to restrictions on transferability and resale and may not be transferred
or resold except as permitted under the Act and the applicable state securities
laws pursuant to registration or exemption therefrom.
Unless
permitted under securities legislation, the holder of this security must not
trade the security before the date that is four (4) months and a day after
the
later of June 26, 2007 and the date the Corporation became a reporting issuer
in
any province or territory of Canada.
RED
MILE ENTERTAINMENT, INC.
(Incorporated
under the laws of the State of Delaware)
FORM
OF SHARE PURCHASE WARRANT
THIS
IS TO CERTIFY THAT
l
of
l
(hereinafter
referred to as the "holder") is the owner of l share purchase
warrants
("Warrants") in respect of each of which the holder is entitled to acquire
in
the manner and subject to the restrictions and adjustments set forth herein,
one
fully paid and non-assessable common share ("Share") of Red Mile Entertainment,
Inc. (the "Corporation") for US$2.75 (the "Exercise Price") per
Share.
The
Warrants will be exercisable at any time and from time to time until 4:30 p.m.
(Calgary time) (the "Time of Expiry") on July 17, 2009 (the "Expiry
Date").
The
right
to acquire Shares may only be exercised by the holder to the extent and within
the times set forth above by:
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(a)
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duly
completing and executing the Exercise Form attached hereto;
and
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(b)
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surrendering
this Certificate and the Exercise Price in respect of each Share
subscribed for, by cash or certified cheque, bank draft or money
order in
lawful money of the United States of America, payable to the Corporation,
to the Corporation at the principal office of the Corporation located
at
0000 Xxxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxxx,
00000.
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This
Certificate, the Exercise Form attached hereto, and such payment shall be deemed
to be surrendered only upon personal delivery thereof or, if sent by mail or
other means of transmission, upon actual receipt thereof by the Corporation
at
the office referred to above.
Upon
surrender as aforesaid, the holder shall be deemed for all purposes to be the
holder or holders of record of such Shares and the Corporation will cause a
certificate or certificates representing such Shares to be delivered or mailed
to the person or persons at the address or addresses specified in the Exercise
Form within five business days. The certificate may bear a legend
restricting the transfer of the Shares for the balance on any hold period
imposed under applicable securities laws.
The
holder may acquire any lesser number of Shares than the number of Shares which
may be acquired for the Warrants represented by this Certificate. In such event,
the holder shall be entitled to receive a new Certificate for the balance of
the
Shares which may be acquired. No fractional Shares will be
issued.
The
rights of the holder, including the number of Shares issuable upon exercise
of a
Warrant and the Exercise Price, shall be subject to adjustment as set forth
in
Appendix A hereto.
At
the
Time of Expiry, the right of a holder to acquire Shares represented hereby
will
expire and the Warrants will be void and of no further effect.
The
holding of the Warrants evidenced by this Certificate shall not constitute
the
holder a shareholder of the Corporation or entitle the holder to any right
or
interest in respect thereof except as expressly provided and in this
Certificate.
The
Warrants represented by this Certificate and this Certificate are transferable
by the holder without the prior consent of the Corporation. In the
event of such transfer, each transferee shall be entitled to receive from the
Corporation a certificate representing the Warrants so transferred upon
presentation to the Corporation of this certificate together with a duly
executed assignment in the form attached hereto.
Time
shall be of the essence hereof.
IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed
by its duly authorized officers as of July _________, 2007.
RED
MILE ENTERTAINMENT,
INC.
Per:____________________________
EXERCISE
NOTICE
TO:RED
MILE ENTERTAINMENT, INC.
Terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Warrant certificate delivered herewith.
The
undersigned hereby irrevocably exercises the right to acquire
______________________________ Shares in accordance with and subject to the
provisions of the accompanying Warrant certificate and encloses or delivers
herewith payment in the amount of $_____________________, representing the
aggregate subscription price.
The
Shares are to be issued as follows:
Name:
(print
clearly)
Address
in full:
Number
of
Shares:
DATED
as
of _________________________________,
200_____.
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(signature
of Holder)
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||
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print
full name
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print
full address
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INSTRUCTIONS
FOR EXERCISE
The
above
form of exercise notice is to be signed by the holder, whether the registered
holder or any valid assignee. Signature to the exercise notice as
signed by the registered holder must correspond in every particular with the
name written upon the face of the warrant or, if the exercise notice is signed
by an assignee, must correspond in every particular with the name of the
assignee shown on the assignment. If more than one person holds the
warrant jointly all must sign.
Any
signature may be by an agent or attorney if the authority of the agent or
attorney to sign is proven to the satisfaction of the Corporation. No fraction
of warrants may be bought or sold.
This
form
of exercise notice must be signed and surrendered at the office of the
Corporation at the address set out on the face page of the Warrant
certificate.
Upon
surrender, the Corporation will issue to the person or persons named in the
exercise notice the number of Shares set forth in the exercise notice and such
persons will be shareholders of the Corporation in respect of the Shares as
at
the date of surrender and payment. As soon as practicable after
surrender and payment the Corporation will mail to such persons at the address
or addresses specified in the exercise notice a certificate or certificates
evidencing the Shares to which the holder is entitled. If the holder
exercises a lesser number of Warrants than the number of Warrants represented
by
the Warrant certificate, the Holder shall be entitled to receive a further
Warrant certificate in respect of Shares represented by the original Warrant
certificate but not exercised by the holder.
ASSIGNMENT
FOR
VALUE
RECEIVED the undersigned hereby sells, assigns and transfers unto
________________________ the within warrant and all rights represented thereby
and does hereby irrevocably constitute and appoint ________________________
to
enter the same on the books of Red Mile Entertainment, Inc. with full power
of
substitution in the premises.
DATED
the
____ day of ________________, 200__.
_______________________________ _______________________________
(Signature
of
Guarantor) (Signature
of assignor)
INSTRUCTIONS
FOR ASSIGNMENT
The
signature on the foregoing assignment must correspond with the name written
on
the face of the warrant in every particular without alteration or enlargement
or
any change whatever and must be guaranteed by a Canadian chartered bank or
by
some other person satisfactory to the Corporation. Assignments may be
made to one assignee only unless the assignment be to a joint
account. To assign to more persons than one for separate accounts the
warrant should be first split into warrants of smaller
denominations.
In
the
case of a person signing by agent or attorney, the authority of the agent or
attorney to sign must be proven to the satisfaction of the
Corporation.
APPENDIX
A
[NTD:
Adjustment provisions from agency agreement to be inserted upon
finalization]
