THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE ACT”)
OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE
“LAWS”). THESE SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT
AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE
ACT AND THE LAWS.
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this “
Agreement ”) is entered into and effective as of
__________, 2008 (the “ Effective Date ”), by
and between IdeaEdge, Inc., a Colorado corporation (the
“Company”), and ____________ (“ Warrantholder ”). This
Warrant Agreement is being entered into in connection with the
Subscription Agreement (the “ Subscription Agreement
”) between the Company and Warrantholder of even date
herewith.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained in this Agreement, the
Company and the Warrantholder certify and agree as
follows:
1.
Grant of the Right to Purchase
Stock . For value
received, the Company hereby grants to Warrantholder, and
Warrantholder is entitled to, upon the terms and subject to the
conditions set forth in this Agreement, a warrant (the “
Warrant ”) to purchase from the Company, at
Warrantholder’s option, ________ shares of
the Company’s Common Stock at the purchase price set forth
below (the “ Exercise Price ”). For purposes of
this Warrant, the Common Stock described herein shall be referred
to as the “ Shares ”.
For purposes of this Section 1, the
“Exercise Price” of the Shares shall be equal to the
$1.00.
2.
Exercise Period
. Commencing immediately, the
Warrant may be exercised with respect to all or a portion of the
Shares, and shall be exercisable until ___________ (two years after
the Effective Date), after which date this Warrant shall terminate
as to any unexercised portion hereof.
3.
Exercise of the Purchase
Rights . Subject to this
Agreement, the purchase rights set forth in this Agreement are
exercisable by Warrantholder at any time prior to the expiration of
the applicable term set forth in Section 2, by tendering to the
Company at its principal office a notice of exercise in the form
attached to this Agreement as Exhibit A (the “
Notice of Exercise ”), duly completed and executed,
together with a cashier’s check or wire transfer (or other
mode of payment acceptable to the Company) in the amount of the
aggregate purchase price of the Shares to be purchased, together
with all applicable transfer taxes, if any; provided, however, in
no event may Warrantholder exercise less than the lesser of 25,000
Shares or the total amount of warrants outstanding under this
agreement, in any single Notice of Exercise. Upon receipt of
the Notice of Exercise and the payment of the purchase price
therefore, the Company shall issue to Warrantholder a share
certificate for the number of Shares purchased.
4.
Reservation of Shares
. The Company shall at all times
have authorized and reserved a sufficient number of shares of its
Common Stock to provide for the exercise of the rights to purchase
the Shares as provided in this Agreement.
5.
No Rights as Shareholder
. This Agreement does not entitle
Warrantholder to any voting rights or other rights as a shareholder
of the Company prior to the issuance of a stock certificate
representing the Shares.
6.
Warrant Nontransferable
. The Warrant may not be sold,
pledged, assigned or transferred in any manner without the written
consent of the Company.
7.
Adjustments of Warrant Price and
Number of Shares . The
number and character of Shares issuable upon exercise of this
Warrant (or any shares of stock or other securities or property at
the time receivable or issuable upon exercise of this Warrant) and
the Warrant Price therefore, are subject to adjustment upon the
occurrence of the following events:
(a)
Adjustment for Reclassification,
Reorganization or Merger .
In case of any reclassification or change of the outstanding
securities of the Company or of any reorganization of the Company
(or any other corporation the stock or securities of which are at
the time receivable upon the exercise of this Warrant) on or after
the date hereof, or in case, after such date, the Company (or any
such other corporation) shall merge with or into another
corporation or convey all or substantially all of its assets to
another corporation, then and in each such case the Holder of this
Warrant, upon the exercise hereof at any time after the
consummation of such reclassification, change, reorganization,
merger or conveyance, shall be entitled to receive, in lieu of the
stock or other securities and property receivable upon the exercise
hereof prior to such consummation, the stock or other securities or
property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately
prior thereto, all subject to further adjustment as provided in
paragraph (b) hereof; in such case, the terms of this Section 7(a)
shall be applicable to the shares of stock or other securities
properly receivable upon the exercise of this Warrant after such
consummation.
(b)
Adjustment for Stock Splits, Stock
Dividends, Recapitalization, etc. The Warrant Price of this Warrant and the
number of Shares issuable upon exercise of this Warrant shall each
be proportionally adjusted to reflect any stock dividend, stock
split, reverse stock split, combination of shares,
reclassification, recapitalization or other similar event affecting
the number of outstanding Shares that occurs after the date of the
Warrant.
8.
Other Adjustments
. Except as provided in Section 7,
no adjustment on account of dividends or interest on Common Stock
as the case may be, will be made upon the exercise
hereof.
9.
No Fractional Shares
. No fractional shares
