EXHIBIT 99.5
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN AND WILL NOT BE, AS OF THE TIME OF ISSUANCE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND
MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION
THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY
IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
COMMON STOCK PURCHASE WARRANT
Issue Date: September 6, 2000
Expiration Date: September 6, 2005
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Nevada corporation (the "Company"), for value
received, hereby certifies that STANDARD RADIO INC. ("Holder"), is entitled to
purchase Two Hundred Seventy-Seven Thousand Seven Hundred and Seventy-Eight
(277,778) shares (the "Warrant Shares") of the Company's common stock, $.001
par value per share (the "Common Stock") at the times and according to the
terms set forth in this Warrant.
1. EXERCISE PRICE.
The exercise price for each Warrant Share is U.S. $2.25 (the "Exercise
Price") or such lesser amount as is equal to 125% of the price per share at
which Yorkton Securities Inc. effects a private placement of equity
securities of the Company with gross proceeds of a minimum of U.S. $7,500,000
in circumstances where such financing is completed on or before December 31,
2000.
2. EXERCISE PERIOD.
The Holder may exercise this Warrant at any time during the Company's
regular business hours on any business day after the Issue Date and before
5:00 p.m., Pacific Time, on the Expiration Date (the "Exercise Period").
3. EXERCISE PROCEDURE.
In order to exercise this Warrant, the Holder must surrender this Warrant
to the Company at the Company's principal office during the Exercise Period,
accompanied by each of the following:
3.1 Subscription Agreement.
An executed subscription agreement in substantially the form of the
attached Exhibit A (the "Subscription").
-2-
3.2 Exercise Price.
Payment of an amount in U.S. funds equal to (a) the number of Warrant
Shares designated in the Subscription, multiplied by (b) the Exercise Price
(the "Exercise Payment").
4. PARTIAL EXERCISE ALLOWED; ISSUANCE OF SUBSTITUTE WARRANT.
The Holder may exercise all or a portion of this Warrant at any one time.
If the Holder exercises only a portion of this Warrant, then the Company shall
issue the Holder a replacement Warrant ("Replacement Warrant") within ten
business days after the Effective Date of the partial exercise. The
Replacement Warrant shall have terms identical to this Warrant, except that
the number of Warrant Shares issuable under the Replacement Warrant shall be
reduced by the number of Warrant Shares exercised in the partial exercise.
5. EFFECTIVENESS OF EXERCISE.
Any exercise of this Warrant shall be effective immediately before close of
business on the business day on which all of the conditions of SECTION 3 have
been met (the "Effective Date"). On the Effective Date of any exercise, (a)
the Holder shall be entitled to receive the number of Warrant Shares indicated
on the Subscription for that exercise, and (b) the person or persons in whose
name or names any certificate or certificates for Warrant Shares are to be
issued upon such exercise shall be deemed for all corporate purposes to have
become the holder of record of such Warrant Shares (the "Shareholder").
6. DELIVERY OF STOCK CERTIFICATES.
Within ten business days after the Exercise Date, the Company will cause
to be issued in the name of and delivered to the Shareholder, a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares issued upon such exercise. The Company will pay
any expenses incurred in connection with issuance and delivery of the
certificates, including the payment of any applicable issue or transfer taxes.
7. ANTI-DILUTION.
The Company will adjust the number of unissued Warrant Shares and the
Exercise Price proportionally with any split, reverse split or subdivision of
the outstanding shares of Common Stock (except by payment of a dividend in
Common Stock) which occurs at any time before the expiration date of this
Warrant.
8. RESERVATION OF SHARES.
The Company will at all times reserve and keep available, solely for
issuance and delivery upon the exercise of this Warrant, the number of shares
of Common Stock issuable under this Warrant or any Replacement Warrant. All
such shares of Common Stock shall be duly authorized and, when issued upon
such exercise, shall be validly issued, fully paid and nonassessable with no
liability on the part of Holder, except as may have been caused by the Holder.
-3-
9. OWNERSHIP; TRANSFER.
The Company will treat the Holder as the owner of this Warrant for all
purposes, unless and until the Company receives notice to the contrary.
Subject to federal and state securities laws, this Warrant shall be
transferable by Holder. The Company shall recognize on its books and records
any lawful transfer of this Warrant upon receipt of notice of such transfer
from Holder. After such transfer, the Holder's transferee shall be considered
the Holder for purposes of this Warrant.
10. LOSS OR DESTRUCTION.
If this Warrant is lost, stolen or mutilated, the Company will issue the
Holder a common stock purchase warrant identical to this Warrant upon the
Company's receipt of (a) evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant, and (b) an
indemnity from the Holder in a form and amount reasonably satisfactory to the
Company.
11. NO RIGHTS OR LIABILITIES AS STOCKHOLDER.
Nothing shall give or shall be construed to give Holder any of the rights
of a shareholder of the Company including: (a) the right to vote on matters
requiring the vote of shareholders, (b) the right to receive any dividends
declared and payable to the holders of Common Stock, or (c) the right to a
pro-rata distribution upon the Company's dissolution provided that,
notwithstanding the above, the Company shall give notice to the Holder 10 days
in advance of any record date set by the Company for the purposes of payment
of a dividend or other distribution pro-rata to the shareholders of the
Company.
12. REPRESENTATIONS; WARRANTIES.
The Company represents and warrants that:
12.1 The Company is duly organized, validly existing, and in good standing
under the laws of the State of Nevada, and has the requisite power and
authority to issue this Warrant and the Warrant Shares.
12.2 The number of Warrant Shares issuable upon the entire exercise of this
Warrant are presently authorized but unissued.
12.3 The issuance of this Warrant and the Warrant Shares has been authorized
and approved by all necessary corporate action.
12.4 The execution, delivery and issuance of this Warrant and the Warrant
Shares will not (a) violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on the Company or the provision or
provisions of any agreement to which the Company is a party or is subject, or
by which any of the Company's property is bound, (b) conflict with or
constitute a material default thereunder, (c) result in the creation or
imposition of any lien pursuant to the terms of any such agreement, (d)
constitute a breach of any fiduciary duty owed by the Company to any third
party, or (d) require the approval of any third party pursuant to any
-4-
contract, agreement, instrument, relationship or legal obligation to which the
Company is subject or to which any of its properties may be subject.
12.5 When issued, this Warrant and the Warrant Shares shall be duly and
validly issued, fully paid and nonassessable.
13. NOTICES.
All notices and other communications provided for in this Warrant
shall be delivered or mailed by first-class mail, postage prepaid, and
addressed (a) if to any Holder or Shareholder, at the registered address
of such person as set forth in the register kept at the Company's
principal office, or (b) if to the Company, at its principal office, or to
such other location as the Company shall have furnished to each Holder or
Shareholder in writing; provided, however, that the exercise of this
Warrant shall be effective only in the manner provided in SECTION 3.
14. MISCELLANEOUS.
This Warrant embodies the entire agreement and understanding between the
parties with respect to the subject matter of this Warrant and supersedes all
prior agreements and understandings relating to the subject matter of this
Warrant. There are no unwritten oral agreements between the parties with
respect to the subject matter of this Warrant. This Warrant and any term of
this Warrant may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant shall be
governed by the laws of the State of Nevada. Time is of the essence of each
and every term, covenant and condition of this Warrant.
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: L. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Title: Chief Financial Officer
-----------------------------
EXHIBIT ___________
EXHIBIT A
SUBSCRIPTION
TO BE EXECUTED BY THE HOLDER OF THE WARRANT IN ORDER TO EXERCISE THE RIGHT TO
PURCHASE COMMON STOCK EVIDENCED BY THE WARRANT.
To: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The undersigned hereby irrevocably subscribes for ___________ shares (the
"Shares") of the common stock, $.001 par value per share, of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇., a
Nevada corporation, for an exercise price of $1.80 per share (as adjusted in
accordance with the terms of the Warrant), pursuant to and in accordance with
the terms and conditions of a Warrant dated September , 2000 (the "Warrant").
The undersigned requests that a certificate for the Shares be issued in the name
of ______________________ and be delivered to the following address:
___________________________________
The undersigned acknowledges that the Company shall have no obligation to issue
the Shares until the Company has received (a) the original of this Subscription
and the attached SCHEDULE 1 both signed by the holder of the Warrant, (b) the
original Warrant, (c) payment for the Shares as indicated below, and (d) any
other documents that the Company may reasonably require in connection with such
exercise. Payment is made as follows:
$_______________ cash, cashiers check, or wire transfer.
Date: ____________________________________________________
Name: ____________________________________________________
By _______________________________________________________
Its ______________________________________________________
EXHIBIT ___________
Address:
______________________________________
______________________________________
Taxpayer ID# _________________________
SCHEDULE 1
To: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
RE: ____________ SHARES OF COMMON STOCK OF ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (THE "SHARES")
This letter is given to you in connection with the undersigned's
acquisition of the above described Shares.
1. The Shares are being acquired by the undersigned for investment for the
undersigned's own account and not on behalf of any other persons, and not
with a view to, or for resale or other distribution in connection with,
any distribution of all or any part of the Shares, unless pursuant to a
transaction exempt from the registration and prospectus delivery
requirements of state and federal securities laws.
2. You shall not be required to effect, permit or recognize any sale, offer
for sale, exchange, transfer, assignment or pledge of any or all of the
Shares unless they are registered under the Securities Act of 1933, and
any applicable state securities acts (collectively, the "Acts"), or
unless you are furnished with an attorney's opinion, reasonably
acceptable to you, that such registration is not required. You shall be
entitled to cause legends to this effect to be endorsed on any
certificates evidencing the Shares. Further, you shall have the right to
place a stop-transfer order with your Secretary or transfer agent
pursuant to which transfer of all or any portion of the Shares shall be
prohibited except upon a proper showing of compliance with this letter.
3. The undersigned understands that it must bear the economic risk of this
investment for an indefinite period of time because the Shares have not
been registered under the Acts, and consequently cannot be sold or
otherwise transferred unless they are subsequently registered under the
Acts or exemptions from registration are available.
Very truly yours,
Dated: _____________________