NEITHER THIS
SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF
THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR
SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH
REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
Maven Media Holdings,
Inc.
COMMON STOCK
WARRANT
No. MMH
A-1
May
__, 2009
Maven Media Holdings, Inc. , a
Delaware corporation (the “ Company
”), hereby certifies that ______________________________, its
permissible transferees, designees, successors and assigns
(collectively, the “ Holder ”), for value
received, is entitled to purchase from the Company at any time and
from time to time commencing on the date first appearing above (the
“ Issuance Date ”), up to and through
12:01a.m. (EST) on the date three (3) years from the Issuance Date
(the “ Termination Date ”) up to _______
shares (each, a “ Share ” and
collectively the “ Shares ”) of the
Company’s common stock, at an exercise price per Share equal
to $1.25 (the “ Exercise Price
”). The number of Shares purchasable hereunder and
the Exercise Price are subject to adjustment as provided in
Section 4 hereof.
This Warrant is being issued as part of units
(the “ Units ”) issued by the Company in
a private placement pursuant to the Company’s Confidential
Private Placement Memorandum, as amended and/or supplemented (the
“ PPM ”).
1.
Method of Exercise; Payment.
(a)
Cash Exercise . The purchase rights represented
by this Warrant may be exercised, for cash only, by the Holder, in
whole or in part, at any time, or from time to time, by the
surrender of this Warrant (with the notice of exercise form (the "
Notice of Exercise ") attached hereto as Exhibit
A duly executed) at the principal office of the Company, and by
payment to the Company of an amount equal to the Exercise
Price multiplied by the number of the Shares being purchased, which
amount may be paid, at the election of the Holder, by wire transfer
or certified check payable to the order of the Company. The person
or persons in whose name(s) any certificate(s) representing
Shares shall be issuable upon exercise of this Warrant shall be
deemed to have become the holder(s) of record of, and shall be
treated for all purposes as the record holder(s) of, the Shares
represented thereby (and such Shares shall be deemed to have been
issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised.
(b)
Stock Certificates . In the event of any exercise
of the rights represented by this Warrant, as promptly as
practicable after this Warrant is surrendered and delivered to the
Company along with all other appropriate documentation on or after
the date of exercise and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to
the person or persons entitled to receive the same a certificate or
certificates for the number of Shares issuable upon such
exercise. In the event this Warrant is exercised in
part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of Shares for
which this Warrant may then be exercised.
(c)
Taxes . The issuance of the Shares upon the
exercise of this Warrant, and the delivery of certificates or other
instruments representing such Shares, shall be made without charge
to the Holder for any tax or other charge in respect of such
issuance.
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Exchange,
Transfer and Replacement . At any time prior to the exercise
hereof, this Warrant may be exchanged upon presentation and
surrender to the Company, alone or with other warrants of like
tenor of different denominations registered in the name of the same
Holder, for another warrant or warrants of like tenor in the name
of such Holder exercisable for the aggregate number of Shares as
the warrant or warrants surrendered.
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Replacement
of Warrant . Upon 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, 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, will execute and deliver
in lieu thereof, a new Warrant of like tenor.
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(c) Cancellation;
Payment of Expenses . Upon the surrender of this
Warrant in connection with any transfer, exchange or replacement as
provided in this Section 2 , this Warrant shall be promptly
canceled by the Company. The Holder shall pay all taxes
and all other expenses (including 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 2 .
(d) Warrant Register
. The Company shall maintain, at its principal executive
offices (or at the offices of the transfer agent for the Warrant or
such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant (the
“ Warrant Register ”), in which the
Company shall record the name and address of the person in whose
name this Warrant has been issued, as well as the name and address
of each transferee and each prior owner of this Warrant.
3.
Rights and Obligations of Holders of this Warrant
. The Holder of this Warrant shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity; provided , however , that
in the event any certificate representing shares of Common Stock or
other securities is issued to the holder hereof upon exercise of
this Warrant, such holder shall, for all purposes, be deemed to
have become the holder of record of such Common Stock on the date
on which this Warrant, together with a duly executed Notice of
Exercise, was surrendered and payment of the aggregate Exercise
Price was made, irrespective of the date of delivery of such Common
Stock certificate.
(a)
Stock Dividends, Reclassifications, Recapitalizations, Etc.
While this Warrant is outstanding, in the event the
Company: (i) pays a dividend in Common Stock or
makes a distribution in Common Stock, (ii) subdivides its
outstanding Common Stock into a greater number of shares,
(iii) combines its outstanding Common Stock into a smaller
number of shares or (iv) increases or decreases the number of
shares of Common Stock outstanding by reclassification of its
Common Stock (including a recapitalization in connection with a
consolidation or merger in which the Company is the continuing
corporation), then (1) the Exercise Price on the record date
of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately before such event and the denominator
of which is the number of shares of Common Stock outstanding
immediately after such event, and (2) the number of shares of
Common Stock for which this Warrant may be exercised immediately
before such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise
Price immediately after such event.
(b)
Combination: Liquidation . While this Warrant is
outstanding, (i) In the event of a Combination (as defined
below), each Holder shall have the right to receive upon exercise
of the Warrant the kind and amount of shares of capital stock or
other securities or property which such Holder would have been
entitled to receive upon or as a result of such Combination had
such Warrant been exercised immediately prior to such event
(subject to further adjustment in accordance with the terms
hereof). Unless paragraph (ii) is applicable to a
Combination, the Company shall provide that the surviving or
acquiring Person (as defined below) (the “ Successor
Company ”) in such Combination will assume by written
instrument the obligations under this Section 4 and the
obligations to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to acquire. “
Combination ” means an event in which the
Company consolidates with, mergers with or into, or sells all or
substantially all of its assets to another Person, where “
Person ” means any individual, corporation,
partnership, joint venture, limited liability company, association,
joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity;
(ii) In the event of (x) a Combination where consideration to the
holders of Common Stock in exchange for their shares is payable
solely in cash or (y) the dissolution, liquidation or winding-up of
the Company, the Holders shall be entitled to receive, upon
surrender of their Warrant, distributions on an equal basis with
the holders of Common Stock or other securities issuable upon
exercise of the Warrant, as if the Warrant had been exercised
immediately prior to such event, less the Exercise
Price. In case of any Combination described in this
Section 4 , the surviving or acquiring Person and, in
the event of any dissolution, liquidation or winding-up of the
Company, the Company, shall deposit promptly with an agent or
trustee for the benefit of the Holders of the funds, if any,
necessary to pay to the Holders the amounts to which they are
entitled as described above. After such funds and the
surrendered Warrant are received, the Company is required to
deliver a check in such amount as is appropriate (or, in the case
or consideration other than cash, such other consideration as is
appropriate) to such
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