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EXHIBIT 3.3
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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT A VALID EXEMPTION THEREFROM UNDER THE SECURITIES
ACT.
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Warrant No. 103
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Issue Date: ___________, 2006
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WARRANT TO PURCHASE
SHARES OF COMMON STOCK
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OF
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ADS MEDIA GROUP,
INC.
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THIS
CERTIFIES that, for value received, Charter Venture Partners, L.P.,
is entitled to purchase from ADS MEDIA GROUP, INC., a Utah
corporation (the "Corporation"), subject to the terms and
conditions hereof, 3,140,531 shares (the "Warrant Shares") of
common stock, no par value (the "Common Stock"). This warrant,
together with all warrants hereafter issued in exchange or
substitution for this warrant, is referred to as the "Warrant" and
the holder of this Warrant is referred to as the "Holder." The
number of Warrant Shares is subject to adjustment as hereinafter
provided. Notwithstanding anything to the contrary contained
herein, this Warrant shall expire at 5:00pm CDT on June 20, 2011
(the "Termination Date").
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1.
Exercise of Warrants
. (a) The Holder may, at
any time prior to the Termination Date, exercise this Warrant in
whole or in part at an exercise price per share equal to $0.16 per
share, subject to adjustment as provided herein (the "Warrant
Price"), by the surrender of this Warrant (properly endorsed) at
the principal office of the Corporation, or at such other agency or
office of the Corporation in the United States of America as the
Corporation may designate by notice in writing to the Holder at the
address of such Holder appearing on the books of the Corporation,
and by payment to the Corporation of the Warrant Price in lawful
money of the United States by check or wire transfer for each share
of Common Stock being purchased. Upon any partial exercise of this
Warrant, there shall be executed and issued to the Holder a new
Warrant in respect of the shares of Common Stock as to which this
Warrant shall not have been exercised. In the event of the exercise
of the rights represented by this Warrant, a certificate or
certificates for the Warrant Shares so purchased, as applicable,
registered in the name of the Holder, shall be delivered to the
Holder hereof as soon as practicable after the rights represented
by this Warrant shall have been so exercised.
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(b) This
Warrant may also be exercised at such time by means of a "cashless
exercise" in which, at any time prior to the Termination Date, the
Holder of this Warrant may, at its option, exchange this Warrant,
in whole or in part (a "Warrant Exchange"), into Warrant Shares by
surrendering this Warrant at the principal office of the
Corporation, accompanied by a notice stating such Holder's intent
to effect such exchange, the number of Warrant Shares to be
exchanged and the date on which the Holder requests that such
Warrant Exchange occur (the "Notice of Exchange"). The Warrant
Exchange shall take place on the date specified in the Notice of
Exchange or, if later, within five (5) days of the date the Notice
of Exchange is received by the Corporation (the "Exchange Date").
Certificates for the Warrant Shares issuable upon such Warrant
Exchange and, if applicable, a new Warrant of like tenor evidencing
the balance of the Warrant Shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to
the Holder within three (3) business days following the Exchange
Date. In connection with any Warrant Exchange, this Warrant shall
represent the right to subscribe for and acquire the number of
Warrant Shares (rounded to the next highest integer) equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:
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(A)
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the Closing Bid Price (as hereinafter defined) on the trading
day preceding the date on which the Company receives the Exercise
Documentation;
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(B)
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the exercise price of this Warrant, as adjusted; and
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(X)
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=
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the number of shares of Common Stock issuable upon exercise of
this Warrant in accordance with the terms of this Warrant.
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2.
Reservation of Warrant Shares . The Corporation agrees that,
prior to the expiration of this Warrant, it will at all times have
authorized and in reserve, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the number
of Warrant Shares as from time to time shall be issuable by the
Corporation upon the exercise of this Warrant.
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3.
No Stockholder Rights . This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a stockholder
of the Corporation.
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4.
Transferability of Warrant . Prior to the Termination Date
and subject to compliance with applicable laws, this Warrant and
all rights hereunder are transferable, in whole or in part, at the
office or agency of the Company by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant together with
the Assignment Form annexed hereto properly endorsed for
transfer.
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5.
Certain Adjustments . With respect to any rights that Holder
has to exercise this Warrant and convert into shares of Common
Stock, Holder shall be entitled to the following adjustments:
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(a)
Merger or Consolidation . If at any time there shall be a
merger or a consolidation of the Corporation with or into another
corporation when the Corporation is not the surviving corporation,
then, as part of such merger or consolidation, lawful provision
shall be made so that the holder hereof shall thereafter be
entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the aggregate Warrant
Price then in effect, the number of shares of stock or other
securities or property (including cash) of the successor
corporation resulting from such merger or consolidation, to which
the holder hereof as the holder of the stock deliverable upon
exercise of this Warrant would have been entitled in such merger or
consolidation if this Warrant had been exercised immediately before
such merger or consolidation. In any such case, appropriate
adjustment shall be made in the application of the provisions of
this Warrant with respect to the rights and interests of the holder
hereof as the holder of this Warrant after the merger or
consolidation.
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(b)
Reclassification, Recapitalization, etc. If the Corporation
at any time shall, by subdivision, combination or reclassification
of securities, recapitalization, automatic conversion, or other
similar event affecting the number or character of outstanding
shares of Common Stock, or otherwise, change any of the securities
as to which purchase rights under this Warrant exist into the same
or a different number of securities of any other class or classes,
this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were
subject to the purchase rights under this Warrant immediately prior
to such subdivision, combination, reclassification or other
change.
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(c)
Split or Combination of Common Stock and Stock Dividend . In
case the
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Corporation shall at any time subdivide, redivide, recapitalize,
split (forward or reverse) or change its outstanding shares of
Common Stock into
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