EXHIBIT 4.1
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT 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 SATISFACTORY TO THE COMPANY TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
WIN GAMING MEDIA, INC.
COMMON STOCK PURCHASE WARRANT
-------------------------- ----------------------------------------------------
Warrant No.: Original Issue Date: OCTOBER 20, 2010
-------------------------- ----------------------------------------------------
Initial Holder: Initial Exercisable Date: OCTOBER 20, 2010
-------------------------- ----------------------------------------------------
No. of Shares Subject to Warrant:
-------------------------- ----------------------------------------------------
Exercise Price Per Share: $ 0.08
-------------------------- ----------------------------------------------------
Expiration Time: 4 p.m., New York time, on
OCTOBER 20, 2015
-------------------------- ----------------------------------------------------
Win Gaming Media, Inc., a Nevada corporation (the "Company"), hereby
certifies that, for value received, the Initial Holder shown above, or its
permitted registered assigns (the "Holder"), is entitled to purchase from the
Company up to the number of shares of its common stock shown above (the "Common
Stock") (each such share, a "Warrant Share" and all such shares, the "Warrant
Shares") at the exercise price shown above (as may be adjusted from time to time
as provided herein, the "Exercise Price"), at any time and from time to time on
or after the Initial Exercisable Date shown above and through and including the
Expiration Time shown above (the "Expiration Time"), and subject to the
following terms and conditions:
This Warrant is being issued pursuant to a Securities Purchase Agreement,
dated OCTOBER 19, 2010 (the "Subscription Agreement"), by and between the
Company and the Initial Holder.
1. DEFINITIONS. In addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein have the meanings given
to such terms in the Subscription Agreement.
2. LIST OF WARRANT HOLDERS. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder (which shall include the Initial
Holder or, as the case may be, any registered assignee to which this Warrant is
permissibly assigned hereunder from time to time). The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual notice to the contrary.
3. LIST OF TRANSFERS; RESTRICTIONS ON TRANSFER. The Company shall register
any transfer of all or any portion of this Warrant in the Warrant Register, upon
surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Company at its address specified herein. Upon any
such registration or transfer, a new Warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new Warrant, a "New Warrant"),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations in respect of
the New Warrant that the Holder has in respect of this Warrant.
4. EXERCISE AND DURATION OF WARRANT.
(a) All or any part of this Warrant shall be exercisable by the
registered Holder in any manner permitted by Section 10 of this Warrant at
any time and from time to time on or after the Initial Exercisable Date and
through and including the Expiration Time. Subject to Section 11 hereof, at
the Expiration Time, the portion of this Warrant not exercised prior
thereto shall be and become void and of no value and this Warrant shall be
terminated and shall no longer be outstanding.
(b) The Holder may exercise this Warrant by delivering to the Company
(i) an exercise notice, in the form attached hereto (the "Exercise
Notice"), completed and duly signed, and (ii payment of the Exercise Price
for the number of Warrant Shares as to which this Warrant is being
exercised. The date such items are delivered to the Company (as determined
in accordance with the notice provisions hereof) is an "Exercise Date ."
The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder, but if it is not so delivered then such
exercise shall constitute an agreement by the Holder to deliver the
original Warrant to the Company as soon as practicable thereafter.
Execution and delivery of the Exercise Notice shall have the same effect as
cancellation of the original Warrant and issuance of a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares.
5. DELIVERY OF WARRANT SHARES.
(a) Upon exercise of this Warrant, the Company shall promptly (but in
no event later than three (3) Trading Days after the Exercise Date) issue
or cause to be issued and cause to be delivered to or upon the written
order of the Holder and in such name or names as the Holder may designate,
a certificate for the Warrant Shares issuable upon such exercise. "Trading
Day" shall mean a date on which the Company's Common Stock trades on its
principal trading market. The Holder, or any Person permissibly so
designated by the Holder to receive Warrant Shares, shall be deemed to have
become the holder of record of such Warrant Shares as of the Exercise Date.
The Company shall, upon the written request of the Holder, use its best
efforts to deliver, or cause to be delivered, Warrant Shares hereunder
electronically through the Depository Trust and Clearing Corporation or
another established clearing corporation performing similar functions, if
available; PROVIDED, THAT, the Company may, but will not be required to,
change its transfer agent if its current transfer agent cannot deliver
Warrant Shares electronically through the Depository Trust and Clearing
Corporation. If as of the time of exercise the Warrant Shares constitute
restricted or control securities, the Holder, by exercising, agrees not to
resell them except in compliance with all applicable securities laws.
(b) To the extent permitted by law, the Company's obligations to issue
and deliver Warrant Shares in accordance with the terms hereof are absolute
and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any
other circumstance that might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares.
Nothing herein shall limit a Holder's right to pursue any other remedies
available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates
representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.
- 2 -
6. CHARGES, TAXES AND EXPENSES. The Company shall not be required to pay
any tax that may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or the Warrants in a name
other than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof.
7. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company may
prescribe. If a New Warrant is requested as a result of a mutilation of this
Warrant, then the Holder shall deliver such mutilated Warrant to the Company as
a condition precedent to the Company's obligation to issue the New Warrant.
8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at all
times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares that are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.
9. CERTAIN ADJUSTMENTS; TERMINATION UNDER CERTAIN CIRCUMSTANCES. The
Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section
9.
(a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time while this
Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is
payable in shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, or (iii) combines outstanding
shares of Common Stock into a smaller number of shares, then in each such
case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.
- 3 -
(b) PRO RATA DISTRIBUTIONS. If the Company, at any time while this
Warrant is outstanding, distributes to all holders of Common Stock for no
consideration (i) evidences of its indebtedness, (ii) any security (other
than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv)
any other asset besides cash (in each case, "Distributed Property"), then
either upon any exercise of this Warrant that occurs after the record date
fixed for determination of stockholders entitled to receive such
distribution or, at the option of the Company, concurrently with such
distribution, the Holder shall be entitled to receive, in addition to the
Warrant Shares otherwise issuable upon such exercise (if applicable), the
Distributed Property that such Holder would have been entitled to receive
in respect of such number of Warrant Shares had the Holder been the record
holder of such Warrant Shares immediately prior to such record date.
(c) FUNDAMENTAL TRANSACTIONS. As used herein, "Fundamental
Transaction" means at any time while this Warrant is outstanding (i) the
Company effects any merger of the Company with another Person, in which the
shareholders of the Company immediately prior to the transaction own
immediately after the transaction less than a majority of the outstanding
stock of the successor entity, or its parent if applicable, (ii) the
Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or exchange
offer approved or authorized by the Company's Board of Directors is
completed pursuant to which holders of at least a majority of the
outstanding Common Stock tender or exchange their shares for other
securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property. In the event of a
Fundamental Transaction pursuant to which the securities, cash or property
issuable with respect to the outstanding Common Stock consist solely of
cash and/or securities traded on a national securities exchange or an
established over-the-counter market (the "Alternate Consideration"), this
Warrant shall expire immediately prior to the closing of the Fundamental
Transaction. The Company shall not effect any such Fundamental Transaction
unless prior to or simultaneously with the consummation thereof, any
successor to the Company, surviving entity or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity
shall assume the obligation to deliver to the Holder, such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder
shall be entitled to receive upon proper exercise of this Warrant prior to
such closing.
(d) NUMBER OF WARRANT SHARES. Simultaneously with any adjustment to
the Exercise Price pursuant to paragraph (a) of this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall
be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the adjusted number of
Warrant Shares shall be the same as the aggregate Exercise Price in effect
immediately prior to such adjustment.
(e) CALCULATIONS. All calculations under this Section 9 shall be made
to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of
Common Stock.
(f) NOTICE OF ADJUSTMENTS. Upon the occurrence of each adjustment
pursuant to this Section 9, the Company at its expense will, at the written
request of the Holder, promptly compute such adjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth such
adjustment, in good faith, including a statement of the adjusted Exercise
Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the
facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder
and to the Company's transfer agent for the Common Stock.
- 4 -
(g) NOTICE OF CORPORATE EVENTS. If, while this Warrant is outstanding,
the Company (i) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental
Transaction or (ii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then, except if such notice and
the contents thereof shall be deemed to constitute material non-public
information, the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction at least ten (10)
Trading Days prior to the applicable record or effective date on which a
Person would need to hold Common Stock in order to participate in or vote
with respect to such transaction, and the Company will take all reasonable
steps to give Holder the practical opportunity to exercise this Warrant
prior to such time; PROVIDED, HOWEVER, that the failure to deliver such
notice or any defect therein shall not affect the validity of the corporate
action required to be described in such notice.
10. PAYMENT OF EXERCISE PRICE. The Holder shall pay the Exercise Price in
immediately available funds
11. LIMITATIONS ON EXERCISE. (a) Notwithstanding anything to the contrary
contained herein, the number of Warrant Shares that may be acquired by the
Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall
be limited to the extent necessary to ensure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by the Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder's for purposes of
Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), does
not exceed 4.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. Each delivery of an Exercise Notice by the Holder will
constitute a representation by the Holder that it has evaluated the limitation
set forth in this Section and determined that issuance of the full number of
Warrant Shares requested in such Exercise Notice is permitted under this
Section. The Company's obligation to issue shares of Common Stock in excess of
the limitation referred to in this Section shall be suspended (and, except as
provided below, shall not terminate or expire notwithstanding any contrary
provisions hereof) until such time, if any, as such shares of Common Stock may
be issued in compliance with such limitation; PROVIDED, THAT, if, as of the
Expiration Time, the Company has not received written notice that the shares of
Common Stock may be issued in compliance with such limitation, the Company's
obligation to issue such shares shall terminate. This provision shall not
restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this Warrant. By written notice to
the Company, the Holder may waive the provisions of this Section but any such
waiver will not be effective until the sixty-first (61st) day after such notice
is delivered to the Company, nor will any such waiver affect any other Holder.
(b) Notwithstanding anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any
exercise of this Warrant (or otherwise in respect hereof) shall be limited
to the extent necessary to ensure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder's
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999%
of the total number of issued and outstanding shares of Common Stock
(including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. Each delivery of an Exercise Notice
hereunder will constitute a representation by the Holder that it has
evaluated the limitation set forth in this Section and determined that
issuance of the full number of Warrant Shares requested in such Exercise
Notice is permitted under this Section. The Company's obligation to issue
shares of Common Stock in excess of the limitation referred to in this
Section shall be suspended (and, except as provided below, shall not
terminate or expire notwithstanding any contrary provisions hereof) until
such time, if any, as such shares of Common Stock may be issued in
compliance with such limitation; provided , that, if, as of the Expiration
Time, the Company has not received written notice that the shares of Common
Stock may be issued in compliance with such limitation, the Company's
obligation to issue such shares shall terminate. This provision shall not
restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this Warrant. This restriction
may not be waived.
- 5 -
12. NO FRACTIONAL SHARES. No fractional Warrant Shares will be issued in
connection with any exercise of this Warrant. In lieu of any fractional shares
that would otherwise be issuable, the Company shall pay cash equal to the
product of such fraction multiplied by the closing price of one Warrant Share as
reported by the applicable Trading Market on the Exercise Date.
13. NOTICES. Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section at or prior to 10:00 a.m. (New
York City time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via fax at the fax
number specified in this Section on a day that is not a Trading Day or later
than 10:00 a.m. (New York City time) on any Trading Day, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such notices or communications shall be:
if to the Company, to Win Gaming Media, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Executive Officer, (Fax No.: ▇▇▇▇-▇-▇▇▇-▇▇▇▇) (or
such other address as the Company shall indicate in writing in accordance with
this Section) or (ii) if to the Holder, to the address or facsimile number
appearing on the Warrant Register (or such other address as the Holder shall
indicate in writing in accordance with this Section).
14. WARRANT AGENT. The Company shall serve as warrant agent under this
Warrant. Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant agent. Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.
15. MISCELLANEOUS.
(a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be
amended only in writing signed by the Company and the Holder, or their
successors and assigns.
- 6 -
(b) All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations,
enforcement and defense of this Warrant and the transactions herein
contemplated ("Proceedings") (whether brought against a party hereto or its
respective Affiliates, employees or agents) shall be commenced exclusively
in the New York Courts. Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any Proceeding, any claim that it is not personally
subject to the jurisdiction of any New York Court, or that such Proceeding
has been commenced in an improper or inconvenient forum. Each party hereto
hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Warrant
or the transactions contemplated hereby. If either party shall commence a
Proceeding to enforce any provisions of this Warrant, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its
attorney's fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.
(c) The headings herein are for convenience only, do not constitute a
part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.
(d) In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to
agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefore, and upon so agreeing, shall incorporate
such substitute provision in this Warrant.
(e) Prior to exercise of this Warrant, the Holder hereof shall not, by
reason of by being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.
- 7 -
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.
WIN GAMING MEDIA, INC.
By: ___________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title Chief Executive Officer
- 8 -
WIN GAMING MEDIA, INC.
EXERCISE NOTICE
WARRANT ORIGINALLY ISSUED ON OCTOBER 19, 2010
WARRANT NO. 20101019-3
Ladies and Gentlemen:
(1) The undersigned hereby elects to exercise the above-referenced Warrant
with respect to shares of Common Stock. Capitalized terms used herein and not
otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The Holder intends that payment of the Exercise Price shall be made as:
Cash Exercise under Section 10
(3) The holder shall pay the sum of $ ______________ to the Company in
accordance with the terms of the Warrant.
(4) Pursuant to this Exercise Notice, the Company shall deliver to the
Holder the number of Warrant Shares determined in accordance with the terms of
the Warrant.
(5) By its delivery of this Exercise Notice, the undersigned represents and
warrants to the Company that in giving effect to the exercise evidenced hereby
the Holder will not beneficially own in excess of the number of shares of Common
Stock (as determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934) permitted to be owned under Section 11 of this Warrant to which
this notice relates.
Dated: _________________________________ HOLDER:
___________________________________
Print name ^
By: ____________________________
Title: ____________________________
- 9 -
WIN GAMING MEDIA, INC.
WARRANT ORIGINALLY ISSUED ON OCTOBER 19, 2010
WARRANT NO. 20101019-3
FORM OF ASSIGNMENT
To be completed and signed only upon transfer of Warrant
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________ the right represented by the within Warrant to purchase
_________________ shares of Common Stock to which the within Warrant relates and
appoints __________________ attorney to transfer said right on the books of the
Company with full power of substitution in the premises.
Dated: _________________________________ TRANSFEROR:
___________________________________
Print name ^
By: ____________________________
Title: ____________________________
TRANSFEREE:
___________________________________
Print name ^
By: ____________________________
Title: ____________________________
WITNESS:
Address of Transferee:
_________________________________________
Print name ^ ___________________________________
___________________________________
- 10 -