CLASS
A WARRANT
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. 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 AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO TW SSPORTS, INC., THAT SUCH REGISTRATION IS
NOT REQUIRED.
Right
to Purchase _________ Shares of Common
Stock
of TW Sports, Inc. (subject to adjustment
as provided herein)
COMMON
STOCK PURCHASE WARRANT
No.
___ Issue Date: February 1, 2008
TW
Sports, Inc., a corporation organized under the laws of the
State of Delaware(the "Company"), hereby certifies that, for
value received,______________________ or permissable assigns,
is entitled, subject to the terms set forth below, to purchase
from the Company after the Issue Date at any time or from time
to time before 5:00 p.m., New York time, on June 20, 2012 (the
"Expiration Date"), up to ____ fully paid and nonassessable
shares of Common Stock (as hereinafter defined), $.0001 par
value per share, of the Company, at a purchase price of $0.05
per share of Common Stock (such 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.
As
used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a)
The term Company shall include TW Sports, Inc., and any
corporation which shall succeed or assume the obligations of
TW Sports, Inc., hereunder.
(b)
The term "Common Stock" includes (a) the Company's Common
Stock, $.0001 par value per share, as authorized on the date
of the Agreement, (b) any other capital stock of any class or
classes (however designated) of the Company, authorized on or
after such date, the holders of which shall have the right,
without limitation as to amount, either to all or to a share
of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares
entitled to preference, and the holders of which shall
ordinarily, in the absence of contingencies, be entitled to
vote for the election of a majority of directors of the
Company (even if the right so to vote has been suspended by
the happening of such a contingency) and (c) any other
securities into which or for which any of the securities
described in (a) or (b) 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.
1.
Exercise of Warrant.
1.1.
Number of Shares Issuable upon Exercise. From and after the
date hereof 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, the number of shares of Common
Stock of the Company identified on Page 1 hereof, subject to
adjustment pursuant to Section 4.
1.2.
Full Exercise. This Warrant may be exercised in full by the
holder hereof by surrender of this Warrant, with the form of
subscription attached as Exhibit A hereto (the Subscription
Form") duly executed by such holder, to the Company at its
principal office or at the office of its Warrant agent (as
provided in Section 11), accompanied by payment, in cash 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 (as hereinafter defined)
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
shares of Common Stock designated by the holder in the
Subscription Form by (b) the Purchase Price. 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 number of 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 the Fair Market Value of a share of the Company's Common
Stock. Fair Market Value of a share of Common Stock as of a
Determination Date shall mean:
(a)
If the Company's Common Stock is traded on an exchange or is
quoted on a nationial, regionial or other quotation method,
including but not limited to OTC BB, 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 or the NASDAQ SmallCap
Market but is traded in the over-the-counter market, then the
mean of the closing bid and asked 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 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.
(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.
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 holders
of the Warrants pursuant to Subsection 3.1, such bank or trust
company shall have all the powers and duties of a warrant
agent appointed pursuant to Section 10 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
Restriction on Warrant Exercise: Notwithstanding anything to
the contrary set forth in this Warrant, at no time may the
Holder exercise all or a portion of this Warrant if the number
of shares of Common Stock to be issued pursuant to such
exercise would exceed, when aggregated with all other shares
of Common Stock owned by the Holder at such time, the number
of shares of Common Stock which would result in the Holder
beneficially owning (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules thereunder) more
than 4.99% of all of the Common Stock outstanding at such time
unless holder agress to file any and all forms required by the
SEC within the time prescribed by the SEC.
2.
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
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