Exhibit
10.3
Exhibit B
Warrants
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE
SHARES ISSUABLE UPON EXERCISE OF THE WARRANT REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED
HEREIN.
Asia Premium Television Group, Inc.
Warrant
for the Purchase of Shares of Common Stock
(par value $0.001 per share)
1,000,000 Shares
THIS CERTIFIES that, for value received, Her Village
Ltd., whose address is ________________________ (together with
any person or entity to which this Warrant (or any portion hereof)
may be transferred, the “ Holder ”), is entitled
to subscribe for and purchase from Asia Premium Television Group,
Inc., a Nevada corporation (the “ Company ”),
upon the terms and conditions set forth herein, 1,000,000 shares of
the Company’s common stock, par value $0.001 per share
(“ Common Stock ”), at a price of US$1.00 per
share (the “ Exercise Price ”). As used herein
the term “ this Warrant ” shall mean and include
this Warrant and any Common Stock or warrants hereafter issued as a
consequence of the exercise or transfer of this Warrant in whole or
in part.
The number of shares of Common Stock issuable upon
exercise of the Warrants (the “ Warrant Shares
”) and the Exercise Price may be adjusted from time to time
as hereinafter set forth.
1.
Exercise Period . This Warrant may be
exercised within 18 months of the issuance of the Warrant (the
“ Exercise Period ”).
2.
Procedure for Exercise; Effect of Exercise .
(a)
Cash Exercise . This Warrant may be
exercised, in whole or in part, by the Holder during normal
business hours on any business day during the Exercise Period by
(i) the presentation and surrender of this Warrant to the Company
at its principal executive office along with a duly executed Notice
of Exercise (in the form attached hereto) specifying the number of
Warrant Shares to be purchased, and (ii) if not being exercised
pursuant to the cashless exercise provision, delivery of payment to
the Company of the Exercise Price for the number of Warrant Shares
specified in the Notice of Exercise by cash, wire transfer of
immediately available funds to a bank account specified by the
Company, or by certified or bank cashier’s check.
(b)
Company’s Response; Effect of Exercise
. Upon receipt by the Company of a copy of a Notice of Exercise
(including a copy received via facsimile), the Company shall
immediately send to the Holder, via facsimile, a confirmation of
receipt of such Notice of Exercise. Upon receipt by the Company of
this Warrant and the original Notice of Exercise, together with
proper payment of the Exercise Price, as provided in this Section
2, the Company or its designated transfer agent (the “
Transfer Agent ”), as applicable, shall, within five
(5) business days following the date of receipt by the Company of
the original Notice of Exercise (so long as this Warrant and the
proper payment of the Exercise Price are received by the Company on
or before such third business day), issue and deliver to the
Depository Trust Company (“ DTC ”) account on
the Holder’s behalf via the Deposit Withdrawal Agent
Commission System (“ DWAC ”) as specified in the
Notice of Exercise, registered in the name of the Holder or its
designee, for the number of shares of Common Stock to which
the Holder shall be entitled. Notwithstanding the foregoing to the
contrary, the Company or its Transfer Agent shall only be obligated
to issue and deliver the shares to the DTC on the Holder’s
behalf via DWAC if (A) a registration statement covering the resale
of the Warrant Shares has been declared effective by the Securities
and Exchange Commission, (B) the exercise of this Warrant is in
connection with a sale, and (C) the Holder has complied with the
applicable prospectus delivery requirements. If this Warrant should
be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant
evidencing the right of the Holder to purchase the balance of the
Warrant Shares subject to purchase hereunder. Upon receipt by the
Company of this Warrant and a Notice of Exercise, together with
proper payment of the Exercise Price, as provided in this Section
2, the Company agrees that such Warrant Shares shall be deemed to
be issued to the Holder as the record holder of such Warrant Shares
as of the close of business on the date on which this Warrant has
been surrendered and payment has been made for such Warrant Shares
in accordance with this Warrant and the Holder shall be deemed to
be the holder of record of the Warrant Shares, notwithstanding that
the stock transfer books of the Company shall then be closed or
that certificates representing such Warrant Shares shall not then
be actually delivered to the Holder.
2
3.
Registration of Warrants; Transfer of
Warrants . Any Warrants issued upon the transfer or exercise in
part of this Warrant shall be numbered and the shares underlying
the Warrant shall be registered in the Registration Statement
pursuant to the Registration Rights Agreement dated of even date
herewith. The Company shall be entitled to treat the registered
holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize
any equitable or other claim to or interest in such Warrant on
the part of any other person, and shall not be liable for any
registration of shares underlying the Warrant or transfer of
Warrants which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual
knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to
bad faith. This Warrant shall be transferable only on the books of
the Company upon delivery thereof duly endorsed by the Holder or by
its duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment, or authority to
transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be
produced. Upon any registration of transfer, the Company
shall deliver a new Warrant or Warrants to the person entitled
thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares, upon surrender
to the Company or its duly authorized agent.
4.
Restrictions on Transfer . (a) The Holder,
as of the date of issuance hereof, represents to the Company that
such Holder is acquiring the Warrants for its own account and not
with a view to the distribution thereof or distribution of the
Warrant Shares. Notwithstanding any provisions contained in
this Warrant to the contrary, this Warrant and the related Warrant
Shares shall not be transferable except pursuant to the proviso
contained in the following sentence or upon the conditions
specified in this Section 4, which conditions are intended, among
other things, to insure compliance with the provisions of the
Securities Act and applicable state law in respect of the transfer
of this Warrant or such Warrant Shares. The Holder by acceptance of
this Warrant agrees that the Holder will not transfer this Warrant
or the related Warrant Shares prior to delivery to the Company of
an opinion of the Holder’s counsel (as such opinion and such
counsel are described in Section 4(b) hereof) or until registration
of such Warrant Shares under the Securities Act has become
effective or after a sale of such Warrant or Warrant Shares has
been consummated pursuant to Rule 144 or Rule 144A under the
Securities Act; provided, however , that the Holder may
freely transfer this Warrant or such Warrant Shares (without
delivery to the Company of an opinion of counsel) (i) to one of its
nominees, affiliates or a nominee thereof, (ii) to a pension or
profit-sharing fund established and maintained for its employees or
for the employees of any affiliate, (iii) from a nominee to
any of the aforementioned persons as beneficial owner of this
Warrant or such Warrant Shares, (iv) to a qualified institu
