Exhibit 10.17
THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. THIS STOCK PURCHASE WARRANT AND SUCH SECURITIES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS STOCK PURCHASE WARRANT.
December 12, 2002
TRIMEDIA ENTERTAINMENT GROUP, INC.
STOCK PURCHASE WARRANT
TriMedia Entertainment Group, Inc., a Delaware corporation (the "Company"),
for value received, hereby certifies that BKB Boston X. Xxxx Management GmbH or
his registered assigns (the "Holder"), is entitled to purchase from the Company,
at any time or from time to time during the period specified in Section 2
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hereof, Fifty Thousand (50,000) fully paid and nonassessable shares of common
stock, par value $.0001 per share, of the Company (the "Common Stock"), at an
exercise price equal to $1.50 per share, subject to adjustment hereunder (the
"Exercise Price"), and subject to the other terms herein. As used herein, the
term "Warrant Shares" means the shares of Common Stock issuable upon exercise of
this Stock Purchase Warrant (the "Warrant").
This Warrant is subject to the following terms, provisions and conditions:
1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
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Subject to the provisions hereof, this Warrant may be exercised by the Holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company`s principal executive offices (or such other office of the Company
as it may designate by notice to the Holder hereof), and upon payment to the
Company in cash, by certified or official bank check or by wire transfer to an
account specified by the Company of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the Holder hereof or such Holder`s designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment shall have been made for such shares as
set forth above. Certificates for the Warrant Shares so purchased, representing
the aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the Holder hereof within five business days after this Warrant
shall have been so exercised and surrendered to the Company. The certificates
so delivered shall be registered in the name of such Holder or such other name
as such Holder may designate subject to the transfer restrictions herein and
upon payment by such holder of any applicable transfer taxes. In the event this
Warrant is exercised in part, the Company shall also deliver a new Warrant to
the Holder hereof, which Warrant shall be identical to this Warrant, except that
the number of Warrant Shares exercisable therefor shall be decreased by the
number of Warrant Shares so purchased.
2. Period of Exercise. This Warrant is exercisable at any time or from time
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to time on or after the date first listed above, and before 5:00 p.m.,
eastern time on the fifth anniversary of the date hereof (the "Exercise
Period").
3. Certain Agreements of the Company. The Company hereby covenants and
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agrees as follows:
(a) Shares to be Fully Paid. All Warrant Shares shall, upon issuance in
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accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, and charges with respect to the
issue thereof.
(b) Reservation of Shares. During the Exercise Period, the Company shall
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at all times have authorized, and reserved for the purpose of issuance upon
exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
(c) Certain Actions Prohibited. The Company shall not, by amendment of its
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certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but shall at all times in
good faith assist in the carrying out of all the provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this Warrant in order to protect the exercise privilege of the Holder of this
Warrant against impairment, consistent with the tenor and purpose of this
Warrant. Without limiting the generality of the foregoing, the Company shall
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.
(d) Successors and Assigns. This Warrant shall be binding upon any entity
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succeeding to the Company by merger, consolidation, or acquisition of all or
substantially all the Company`s assets.
4. No Rights as a Stockholder. Prior to the exercise of this Warrant, the
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Holder hereof, as such, shall not be entitled to any rights of a stockholder of
the Company, including, without limitation, the right to vote, to consent, to
exercise any preemptive right, to receive any notice of meetings of stockholders
for the election of directors of the Company or any other matter or to
receive any notice of any proceedings of the Company, except as may be
specifically provided for herein.
5. Piggyback Registrations.
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(a) If (but without any obligation to do so) the Company proposes to
register any of its securities under the Securities Act by registration on Forms
X-0, X-0 or S-3 or any successor or similar form(s), whether or not for sale for
its own account, it shall give each Holder written notice of such registration.
Upon the written request of any Holder given within twenty (20) days after
mailing of such notice by the Company, the Company shall, subject to the
provisions of Section 5(b), cause to be registered under the Securities Act,
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and to be included in such offering, all of the shares of common stock issued
upon the exercise of this Warrant that each such Holder has requested to be so
registered.
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(b) In a registration pursuant to this Section 5 involving an underwritten
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offering, whether or not for sale for the account of the Company, if the
managing underwriter of such underwritten offering shall inform the Company by
letter of its belief that the number of securities requested by security holders
to be included in such registration would substantially interfere with the
underwriter`s ability to effect such offering in accordance with the intended
method thereof, then the Company may, upon written notice to all holders of such
securities to be registered, reduce pro rata the number of securities requested
to be registered by the holders of the Registrable securities of the Company so
that the aggregate number of securities included in such registration shall be
equal to the number of securities stated in such managing underwriter`s letter.
6. Transfer, Exchange, and Replacement of Warrant.
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(a) Restriction on Transfer. The Holder of this Warrant (including any
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replacement Warrant) acknowledges that this Warrant and any Warrant Shares may
not be sold, transferred, assigned or otherwise disposed of unless such
securities have been registered under the Securities Act and all applicable
state securities laws or are being sold, transferred or assigned pursuant to an
applicable exemption under the Securities Act and the Holder of this Warrant
shall have delivered an opinion of counsel to the Company stating that an
exemption from such registration or qualification is available (such opinion and
such counsel to be acceptable to the Company), except for (i) the exercise
of this Warrant in accordance with its terms, (ii) pledges to bona fide
financial institutions to secure the repayment of indebtedness and (iii) in case
of natural persons, transfers to immediate family members or a trust or trusts
for the benefit of such family members for estate planning purposes. The Holder
of this Warrant and each such permitted transferee shall (i) be bound by the
transfer restrictions contained herein, and (ii) execute, prior to any transfer,
such documents as the Company may reasonably request to evidence and affirm
their obligations hereunder. The Warrant Shares shall be issued with a
restrictive legend setting forth the above restrictions on transfer.
(b) Replacement of Warrant. Upon receipt of evidence reasonably
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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, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, shall execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(c) Cancellation, Payment of Expenses. Upon the surrender of this Warrant
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in connection with any transfer or replacement as provided in this Section 6,
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this Warrant shall be promptly canceled by the Company. The Company shall pay
all taxes and all other reasonable expenses (other than legal expenses, if any,
incurred by the Holder or transferees) and charges payable in connection with
the preparation, execution, and delivery of Warrants pursuant to this Section 6.
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(d) Register. The Company shall maintain, at its principal executive
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offices (or such other office or agency of the Company as it may designate by
notice to the Holder hereof), a register for this Warrant, in which the Company
shall record the name, address and social security number of the person in whose
name this Warrant has been issued, as well as the name, address and social
security number of each transferee and each prior owner of this Warrant.
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7. Notices. All notices, requests, and other communications required or
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permitted to be given or delivered hereunder to the Holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by
certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to such Holder at the address shown for such Holder on
the books of the Company, or at such other address as such Holder shall have
furnished to the Company. All notices, request sand other communications
required or permitted to be given or delivered hereunder to the Company shall be
in writing, and shall be personally delivered, or shall be sent by certified or
registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to U.S. Patriot, Inc., 000 Xxxxxxx Xxxxx, Xxxx Xxxx, XX 00000, or to
such other address as the Company shall have furnished to the Holder of this
Warrant. Any such notice, request or other communication may be sent by
facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof at the address specified in this Section 7 or, if mailed by
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registered or certified mail or with a recognized overnight mail courier, upon
deposit with the United States Post Office or such overnight mail courier,
postage prepaid and properly addressed.
8. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
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ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION`S CONFLICTS OF LAW.
9. Miscellaneous.
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(a) Amendments. This Warrant may only be amended by an instrument in
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writing signed by the Company and the Holder hereof.
(b) Headings. The headings of the sections and paragraphs of this Warrant
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are for reference purposes only, and shall not affect the meaning or
construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.
TriMedia Entertainment Group, Inc.
By:/s/ Xxxxxxxxxxx Xxxxxxxx
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Xxxxxxxxxxx Xxxxxxxx
President
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FORM OF EXERCISE AGREEMENT
Dated: ________, _____
To:___________________
The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase _________ shares of common stock covered by
such Warrant, and makes payment herewith in full therefor and the price per
share provided by such Warrant in cash or by certified or official bank check in
the amount of $_________. Please issue a certificate or certificates for such
shares of common stock in the name of and pay any cash for any fractional share
to:
Name:_____________________________
Signature___________________________
Address:___________________________
__________________________________
NOTE: The above signature should correspond
---- exactly with the name of the
face of the within Warrant.
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of common stock covered thereby set forth below to:
Name of Assignee Address No of Shares
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, and hereby irrevocably constitutes and appoints _____________________ as agent
and attorney-in-fact to transfer said Warrant on the books of the within-named
corporation, with full power of substitution in the premises.
Dated:___________________
Name:____________________________________________
Signature________________________________________
Title of Signing Officer or Agent (if any):
_________________________________________________
Address:_________________________________________
_________________________________________________
NOTE: The above signature should correspond exactly with the name on the
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face of the within Warrant.
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