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WARRANT
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NO. OMG-001
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OPTIONS MEDIA GROUP HOLDINGS, INC.
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________ Shares
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FORM OF
WARRANT TO PURCHASE COMMON STOCK
VOID AFTER 5:30 P.M., EASTERN
TIME, ON THE EXPIRATION DATE
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE
WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.
FOR
VALUE RECEIVED, OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada
corporation (the “ Company
”), hereby agrees to sell upon the terms and on the
conditions hereinafter set forth, but no later than 5:30 p.m.,
Eastern Time, on the Expiration Date (as hereinafter defined)
to ________________
or registered assigns (the “ Holder
”), under the terms as hereinafter set forth,
__________________
(_____________) fully paid and non-assessable shares of
the Company’s Common Stock, par value $0.001 per share
(the “ Warrant
Stock ”), at a purchase price of FIFTY CENTS
($0.50) per share (the “ Warrant
Price ”), pursuant to this warrant (this “
Warrant
”). The number of shares of Warrant Stock to
be so issued and the Warrant Price are subject to adjustment
in certain events as hereinafter set forth. The
term “ Common
Stock ” shall mean, when used herein, unless the
context otherwise requires, the stock and other securities and
property at the time receivable upon the exercise of this
Warrant.
1.
Exercise of Warrant .
a.
The
Holder may exercise this Warrant according to its terms by
surrendering this Warrant to the Company at the address set forth
in Section 9, the subscription form attached hereto having then
been duly executed by the Holder, accompanied by cash, certified
check or bank draft in payment of the purchase price, in lawful
money of the United States of America, for the number of shares of
the Warrant Stock specified in the subscription form, or as
otherwise provided in this Warrant, prior to 5:30 p.m., Eastern
Time, on __________________, 2011 (the “ Expiration
Date ”).
b.
This
Warrant may be exercised in whole or in part so long as any
exercise in part hereof would not involve the issuance of
fractional shares of Warrant Stock. If exercised in
part, the Company shall deliver to the Holder a new Warrant,
identical in form, in the name of the Holder, evidencing the right
to purchase the number of shares of Warrant Stock as to which this
Warrant has not been exercised, which new Warrant shall be signed
by the Chairman, Chief
Executive
Officer or President and the Secretary or Assistant Secretary of
the Company. The term Warrant as used herein shall
include any subsequent Warrant issued as provided
herein.
c.
No
fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. The Company shall pay
cash in lieu of fractions with respect to the Warrants based upon
the fair market value of such fractional shares of Common Stock
(which shall be the closing price of such shares on the exchange or
market on which the Common Stock is then traded) at the time of
exercise of this Warrant.
d.
In
the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Stock so
purchased, registered in the name of the Holder, shall be delivered
to the Holder within a reasonable time after such rights shall have
been so exercised. The person or entity in whose name any
certificate for the Warrant Stock is issued upon exercise of the
rights represented by this Warrant shall for all purposes be deemed
to have become the holder of record of such shares immediately
prior to the close of business on the date on which the Warrant was
surrendered and payment of the Warrant Price and any applicable
taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed,
such person shall be deemed to have become the holder of such
shares at the opening of business on the next succeeding date on
which the stock transfer books are open. The Company shall pay any
and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common
Stock on exercise of this Warrant.
2.
Disposition of Warrant Stock and Warrant .
a.
The
Holder hereby acknowledges that this Warrant and any Warrant Stock
purchased pursuant hereto are, as of the date hereof, not
registered: (i) under the Securities Act of 1933, as amended (the
“ Act ”),
on the ground that the issuance of this Warrant is exempt from
registration under Section 4(2) of the Act as not involving any
public offering or (ii) under any applicable state securities law
because the issuance of this Warrant does not involve any public
offering; and that the Company’s reliance on the Section 4(2)
exemption of the Act and under applicable state securities laws is
predicated in part on the representations hereby made to the
Company by the Holder that it is acquiring this Warrant and will
acquire the Warrant Stock for investment for its own account, with
no present intention of dividing its participation with others or
reselling or otherwise distributing the same, subject,
nevertheless, to any requirement of law that the disposition of its
property shall at all times be within its control.
The
Holder hereby agrees that it will not sell or transfer all or
any part of this Warrant and/or Warrant Stock unless and until
it shall first have given notice to the Company describing
such sale or transfer and furnished to the Company either (i)
an opinion, reasonably satisfactory to counsel for the
Company, of counsel (skilled in securities matters, selected
by the Holder and reasonably satisfactory to the Company) to
the effect that the proposed sale or transfer may be made
without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative
letter from the Securities and Exchange Commission to the
effect that no enforcement action will be recommended if the
proposed sale or transfer is made without registration under
the Act.
b.
If,
at the time of issuance of the shares issuable upon exercise of
this Warrant, no registration statement is in effect with respect
to such shares under applicable provisions of the Act, the Company
may at its election require that the Holder provide the Company
with written reconfirmation of the Holder’s investment intent
and that any stock certificate delivered to the Holder of a
surrendered Warrant shall bear legends reading substantially as
follows:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.”
In
addition, so long as the foregoing legend may remain on any
stock certificate delivered to the Holder, the Company may
maintain appropriate “stop transfer” orders with
respect to such certificates and the shares represented
thereby on its books and records and with those to whom it may
delegate registrar and transfer functions.
3.
Reservation of Shares . The Company hereby agrees
that at all times there shall be reserved for issuance upon the
exercise of this Warrant such number of shares of its Common Stock
as shall be required for issuance upon exercise of this
Warrant. The Company further agrees that all shares
which may be issued upon the exercise of the rights represented by
this Warrant will be duly authorized and will, upon issuance and
against payment of the exercise price, be validly issued, fully
paid and non-assessable, free from all taxes, liens, charges and
preemptive rights with respect to the issuance thereof, other than
taxes, if any, in respect of any transfer occurring
contemporaneously with such issuance and other than transfer
restrictions imposed by federal and state securities
laws.
4.
Exchange, Transfer or Assignment of Warrant
. This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations, entitling the Holder or
Holders thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon
surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled. This
Warrant may be divided or combined with other Warrants that carry
the same rights upon presentation
