NEITHER THIS
SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
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 REASONABLY ACCEPTABLE
TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 50
1(a) UNDER THE SECURITIES ACT.
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Warrant No:
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__________
Warrants
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COMMON STOCK PURCHASE
WARRANT
To Purchase _______ Shares of Common
Stock of
LIVE CURRENT MEDIA
INC.
(“20% PREMIUM
WARRANT”)
THIS COMMON STOCK PURCHASE WARRANT (the “
Warrant ”) CERTIFIES that, for value received,
________________________(the “ Holder ”), is
entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after
_________________ (the “ Initial Exercise Date
”) and on or prior to the close of business on the second
anniversary of the issuance date of this Warrant (the “
Termination Date ”) but not thereafter, to subscribe
for and purchase from Live Current Media Inc., a corporation
incorporated in the State of Nevada (the “ Company
”), up to __________ shares (the “ Warrant
Shares ”) of Common Stock, par value $0.001 per share, of
the Company (the “ Common Stock
”). The purchase price of one share of Common
Stock (the “ Exercise Price ”) under this
Warrant shall be $0.78 subject to adjustment
hereunder. The Exercise Price and the number of common
shares for which the Warrant is exercisable (the “Warrant
Shares”) shall be subject to adjustment as provided
herein.
The Company agreed to issue Warrants, including
this Warrant, to purchase up to a maximum of _________ shares
of Common Stock (subject to adjustment as provided in herein) in
connection with the Company's private placement of up to a maximum
aggregate of $6,000,000 Units consisting of (i) one
share of Common Stock of the Company, (ii) a two-year warrant to
purchase one-half share of Common Stock of the Company at a per
share exercise price equal to a 20% premium to the Issue Price (as
defined in the Subscription Agreement) (the “20% Premium
Warrant”), and (iii) a three-year warrant to purchase
one-half share of the Common Stock of the Company at a per share
exercise price equal to a 40% premium to the Issue Price (the
“40% Premium Warrant”).
1. Title to
Warrant . This Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed, provided that , this
Warrant may not be sold, hypothecated, exercised, assigned or
transferred except in accordance with and subject to the provisions
of the Securities Act of 1933, as amended (the "Act"), including
limiting such transfers to Accredited Investors as that term is
defined under Regulation D of the Act.
2. Authorization
of Shares . The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens
and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such
issue).
(a)
Exercise for cash . Upon compliance with and
subject to the conditions set forth in this Warrant, the Holder
may, at its option, elect to exercise this Warrant, in whole or in
part, upon surrender of this Warrant with the purchase form
appended hereto duly executed by or on behalf of the Holder to the
Company at its corporate office at the address indicated in this
Warrant, together with the full Exercise Price for each Share to be
purchased (i) in lawful money of the United States, or by certified
check, bank draft or postal or express money order payable in
United States dollars to the order of the Company or (ii) a manner
acceptable to the Company.
(b)
Limited Cashless Exercise .
(i)
To the extent there is no effective registration statement
registering the resale of the shares underlying the Warrant, the
Holder may, at its option, elect to exercise this Warrant, in whole
or in part and at any time or from time to time, on a cashless
basis, by surrendering this Warrant, with the purchase form
appended hereto duly executed by or on behalf of the Holder to the
Company at its corporate office at the address indicated in this
Warrant, by canceling a portion of this Warrant in payment of the
Purchase Price payable in respect of the number of Warrant Shares
purchased upon such exercise. In the event of an
exercise pursuant to this subsection, the number of Warrant Shares
issued to the Holder shall be determined according to the following
formula:
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Where: X =
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the number of
Warrant Shares that shall be issued to the Holder;
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the number of
Warrant Shares for which this Warrant is being exercised (which
shall include both the number of Warrant Shares issued to the
Holder and the number of Warrant Shares subject to the portion of
the Warrant being cancelled in payment of the Purchase
Price);
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the Fair Market
Value (as defined below) of one share of Common Stock;
and
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the Purchase
Price then in effect.
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(ii) The
Fair Market Value per share of Common Stock shall be determined as
follows:
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if such Common
Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common
Stock is listed or admitted to trading;
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if such Common
Stock is quoted on the NASDAQ National Market or the NASDAQ Capital
Market, its closing price on the NASDAQ National Market or the
NASDAQ Capital Market, respectively, on the date of
determination;
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if such Common
Stock is not listed on a national securities exchange or quoted on
the NASADQ National Market or the NASDAQ Capital Market, but is
traded in the over-the-counter market, the average of the bid and
ask prices for a share of Common Stock on the most recent date on
which the Common Stock was publicly traded;
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if none of the
foregoing is applicable, by the Company’s Board of Directors
in good faith.
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(c) If this Warrant
shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant
Shares, deliver to Holder a new Warrant evidencing the rights of
Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.
4. No Fractional
Shares or Scrip . No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share that Holder
would otherwise be entitled to purchase upon such exercise, the
Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the
Exercise Price.
5. Charges, Taxes
and Expenses . Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name
of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of
the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by
the Holder; and the Company may require. As a condition
thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.
6. Closing of
Books . The Company will not close its stockholder
books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
7. No Rights as
Shareholder until Exercise . This Warrant does not
entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise
hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless
exercise), the Warrant Shares so purchased shall be and be deemed
to be issued to such Holder as the record owner of such shares as
of the close of business on the later of the date of such surrender
or payment.
8. Loss, Theft,
Destruction or Mutilation of Warrant . The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destructio
