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EXHIBIT 7.3
Holder:
______________________
Number of Warrants: ___________
Date: _________________________
THIS WARRANT AND THE SECURITIES ISSUABLE
UPON THEIR EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR
UNDER THE APPLICABLE LAWS OF ANY STATE, AND
MAY NOT BE SOLD OR TRANSFERRED
UNLESS (I) SUCH SALE OR TRANSFER IS COVERED
BY AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND AN EFFECTIVE
QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS, (II) SUCH SALE OR TRANSFER
IS MADE IN ACCORDANCE WITH RULE 144
UNDER THE ACT, OR (III) THE ISSUER RECEIVES
AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT SUCH SALE
OR TRANSFER IS EXEMPT FROM SUCH
REGISTRATION AND QUALIFICATION.
MORGAN BEAUMONT, INC.
COMMON STOCK PURCHASE WARRANT
1. ISSUANCE; CERTAIN DEFINITIONS.
In consideration of good and valuable consideration,
the receipt of which is hereby acknowledged
by MORGAN BEAUMONT, INC., a Nevada
corporation (the "Company"), the holder
named above or its assigns (the
"Holder") is hereby granted the right to
purchase the number listed above of
fully paid and nonassessable shares of the
Company's Common Stock, par value
$0.001 per share (the "Common Stock"), at
an initial exercise price per share
(the "Exercise Price") of sixty cents
($0.60), subject to further adjustment as
set forth herein. This Warrant is being
issued pursuant to the terms of that
certain Securities Purchase Agreement,
dated as of June __, 2005 (the "Purchase
Agreement"), to which the Company and
Holder (or Holder's predecessor in
interest) are parties. Unless otherwise
cancelled or redeemed pursuant o Section
3 below, this Warrant shall remain valid
and exercisable in whole or in part
until July 1, 2007 (the "Expiration
Date").
2. EXERCISE OF WARRANTS.
2.1 GENERAL. This Warrant is exercisable in whole or
in part at any time and from time to time
until the Expiration Date or until
cancelled or redeemed pursuant to Section 3
below, at the Exercise Price per
share of Common Stock payable hereunder, by
means of tendering this Warrant
Certificate and the Exercise Price
multiplied by the number of shares being
purchased, to the Company to Common Stock.
Upon surrender of this Warrant
Certificate with the annexed Notice of
Exercise Form duly executed (which Notice
of Exercise Form may be submitted either by
delivery to the Company or by
facsimile transmission as provided in
Section 8 hereof), together with the cash
payment of the Exercise Price as provided
herein for the shares of Common Stock
purchased, the Holder shall be entitled to
receive a certificate or certificates
for the shares of Common Stock so
purchased.
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2.2 METHOD
OF PAYMENT UPON WARRANT EXERCISE. The
Exercise Price shall be payable in
cash.
2.3 LIMITATION ON EXERCISE. The Holder, by its
acceptance of this Warrant, further agrees
that if the Holder transfers or
assigns any of the Warrant to a party who
or which would not be considered such
an affiliate, such assignment shall be made
subject to the transferee's or
assignee's specific agreement to be bound
by the provisions of this Section 2.2
as if such transferee or assignee were the
original Holder hereof.
3. REDEMPTION OF WARRANT BY THE COMPANY. Beginning thirty (30)
days after the shares underlying this
Warrant have been registered with the SEC,
the Company may redeem or cancel this
Warrant in its entirety, if this Warrant
has not been exercised in full by the tenth
(10) business day which the
Company's shares are traded for in excess
of $1.20 per share.
4. RESERVATION OF SHARES. The Company hereby agrees that at
all times during the term of this Warrant,
there shall be reserved for issuance
upon exercise of this Warrant such number
of shares of its Common Stock as shall
be required for issuance upon exercise of
this Warrant (the "Warrant Shares").
5. MUTILATION OR LOSS OF WARRANT. Upon receipt by the Company
of evidence satisfactory to it of the loss,
theft, destruction or mutilation of
this Warrant, and (in the case of loss,
theft or destruction) receipt of
reasonably satisfactory indemnification,
and (in the case of mutilation) upon
surrender and cancellation of this Warrant,
the Company will execute and deliver
a new Warrant of like tenor and date and
any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become
void.
6. RIGHTS OF THE HOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a
stockholder in the Company, either at law
or equity, and the rights of the Holder are
limited to those expressed in this
Warrant and are not enforceable against the
Company except to the extent set
forth herein.
7. PROTECTION AGAINST DILUTION.
7.1 ADJUSTMENT MECHANISM. If an adjustment of the
Exercise Price is required pursuant to this
Section 7, the Holder shall be
entitled to purchase such number of
additional shares of Common Stock as will
cause (i) the total number of shares of
Common Stock Holder is entitled to
purchase pursuant to this Warrant,
multiplied by (ii) the adjusted Exercise
Price per share, to equal (iii) the dollar
amount of the total number of shares
of Common Stock Holder is entitled to
purchase before adjustment multiplied by
the total Exercise Price before
adjustment.
7.2 CAPITAL ADJUSTMENTS. In case of any stock split
or reverse stock split, stock dividend,
reclassification of the Common Stock,
recapitalization, merger or consolidation,
or like capital adjustment affecting
the Common Stock of the Company, the
provisions of this Section 6 shall be
applied as if such capital adjustment event
had occurred immediately prior to
the date of this Warrant and the original
Exercise Price had been fairly
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allocated to the stock applied resu
