THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT ”). THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE
SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY NOT BE PLEDGED, SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS
PROVISIONS OF THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR
OTHER DISPOSITION OF THIS WARRANT SHALL BE VALID OR EFFECTIVE
UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN COMPLIED
WITH.
Date
of Issuance: February 11, 2009
JUNIPER
CONTENT CORPORATION
Common
Stock Purchase Warrant
(Void
after February 10, 2014)
Juniper
Content Corporation, a Delaware corporation (the
“Company”), for value received, hereby certifies and
agrees that Juniper Venture, LLC or its registered assigns (the
“Registered Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from
time to time on or after the date hereof (the “Date of
Issuance”) and on or before February 10, 2014 at not
later than 5:00 p.m. New York time (such date and time, the
“Expiration Time”), Five Hundred Twenty Five Thousand
(525,000) duly authorized, validly issued, fully paid and
nonassessable shares of the Company’s common stock, $0.0001
par value per share (the “Common Stock”) at an initial
exercise price equal to $0.10 per share, subject to adjustment in
certain cases as described herein. The shares purchasable upon
exercise of this Warrant, and the purchase price per share, are
hereinafter referred to as the “Warrant Shares” and the
“Exercise Price,” respectively. The term
“Warrant” as used herein shall include this Warrant and
any other warrants delivered in substitution or exchange therefor,
as provided herein.
This
Warrant is issued pursuant to that certain Securities Purchase
Agreement of even date herewith between the Company and the
investors set forth on Schedule I thereto (the
“Securities Purchase Agreement”).
1
(a) This
Warrant may be exercised by the Registered Holder, in whole or in
part, by surrendering this Warrant, with a Notice of Exercise in
the form of Annex A hereto (the “Notice of
Exercise”) duly executed by such Registered Holder or by such
Registered Holder’s duly authorized attorney, at the
principal office of the Company set forth in Section 10
hereof, or at such other office or agency as the Company may
designate in writing pursuant to Section 10 hereof (the
“Company’s Office”), accompanied by payment in
full with good, cleared funds, in lawful money of the United
States, of the Exercise Price payable in respect of the number of
shares of Warrant Shares purchased upon such exercise or by
surrendering the Warrant pursuant to Section 1.2
below.
(b) Each
exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which the
appropriate Annex form shall be received by the Company as provided
in Section 1.1(a) hereof. At such time, the person or persons
in whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise as provided in Section 1.1(c)
hereof shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such
certificates.
(c) As
soon as practicable after the exercise of this Warrant, in full or
in part, and in any event within ten (10) days thereafter, the
Company, at its expense, will cause to be issued in the name of,
and delivered to, the Registered Holder, or as such Registered
Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct:
(i) a
certificate or certificates for the number of full Warrant Shares
to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such
Registered Holder would otherwise be entitled, cash in an amount
determined pursuant to Section 3 hereof; and
(ii) in
case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, representing in the
aggregate on the face or faces thereof the number of Warrant Shares
equal (without giving effect to any adjustment therein) to the
number of such shares called for on the face of this Warrant minus
the number of such shares purchased by the Registered Holder upon
such exercise or surrender as provided herein.
1.2
Exercise by Surrender of Warrant . In addition to the method
of payment set forth in Section 1.1 and in lieu of any cash
payment required thereunder, the Warrant may be exercised by
surrendering the Warrant in the manner specified in this
Section 1, together with irrevocable instructions to the
Company to issue in exchange for the Warrant the number of shares
of Common Stock equal to the product of (x) the number of
Warrant Shares multiplied by (y) a fraction, the numerator of
which is the Market Value (as defined below) of the Common Stock
less the Exercise Price and the denominator of which is such Market
Value. As used herein, the phrase “Market Value” at any
date shall be deemed to be the volume weighted average of the last
reported sale prices of the Common Stock for the last ten
(10)
2
Trading
Days prior to the date of exercise, as officially reported by the
principal securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is traded
“over the counter”, by a quotation system (including
the pink sheets or Nasdaq OTC Electronic Bulletin Board) covering
such trades or if the Common Stock is not listed or admitted to
trading on any national securities exchange or sold “over the
counter,” the average closing bid price as furnished by the
Financial Industry Regulatory Authority through Nasdaq or similar
organization if Nasdaq is no longer reporting such information, or
if the Common Stock is not quoted on Nasdaq or traded “over
the counter” , as determined in good faith by resolution of
the Board of Directors of the Company, based on the best
information available to it. “Trading Day” shall mean a
day during which trading in securities generally occurs in the
applicable securities market or on the principal securities
exchange or bulletin board on which the Common Stock is then
traded, listed or quoted.
2.
Shares to be Fully Paid; Reservation of Shares . The Company
covenants that all shares of Common Stock which may be issued upon
the exercise of the rights represented by this Warrant will, upon
issuance by the Company, be duly and validly issued, fully paid and
nonassessable, and free from preemptive rights and free from all
taxes, liens, duties and charges with respect thereto and, in
addition, the Company covenants that it will from time to time take
all such action as may be requisite to assure that the par value
per share of the Common Stock is at all times equal to or less than
the effective Exercise Price. The Company further covenants that,
from and after the Date of Issuance and during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, free from
preemptive rights, out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of
this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.
If at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of this
Warrant, the Company shall take any and all corporate action as is
necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such
purpose. The Company will take all such action within its control
as may be necessary on its part to assure that all such shares of
Common Stock may be so issued without violation of any applicable
law or regulation, or of any requirements of any national
securities exchange upon which the Common Stock of the Company may
be listed.
3.
Fractional Shares . The Company shall not be required upon
the exercise of this Warrant to issue any fractional shares, but
shall make an adjustment therefor in cash on the basis of the
Market Value for each fractional share of the Company’s
Common Stock which would be issuable upon exercise of this
Warrant.
4.
Requirements for Transfer .
(a)
Warrant Register . The Company will maintain a register (the
“Warrant Register”) containing the names and addresses
of the Registered Holder or Registered Holders. Any Registered
Holder of this Warrant or any portion thereof may change its
address as shown on the Warrant Register by written notice to the
Company requesting such change, and the Company shall promptly make
such change. Until this Warrant is transferred on the Warrant
Register of the Company, the Company may treat the Registered
Holder as shown on the
3
Warrant
Register as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary, provided, however, that
if and when this Warrant is properly assigned in blank, the Company
may, but shall not be obligated to, treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice
to the contrary.
(b)
Warrant Agent . The Company may, by written notice to the
Registered Holder, appoint an agent for the purpose of maintaining
the Warrant Register referred to in Section 4(a) hereof, issuing
the Common Stock issuable upon the exercise of this Warrant,
exchanging this Warrant, replacing this Warrant or any or all of
the foregoing. Thereafter, any such registration, issuance,
exchange, or replacement, as the case may be, may be made at the
office of such agent.
(c)
Transfer . Subject to the provisions of applicable
securities laws and this Section 4, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the surrender
of this Warrant with a properly executed Assignment Form in
substantially the form attached hereto as Annex B (the
“Assignment”) at the principal office of the
Company.
(d)
Exchange of Warrant Upon a Transfer . On surrender of this
Warrant for exchange, properly endorsed on the Assignment and
subject to the provisions of this Warrant and limitations on
assignments and transfers as contained in this Section 4, the
Company at its expense shall issue to or on the order of the
Registered Holder a new warrant or warrants of
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