BBM
HOLDINGS, INC.
COMMON
STOCK PURCHASE WARRANT
Warrant
No. SZH-001
|
5,000,000
Warrants
|
VOID
AFTER 5:00 P.M. NEW YORK CITY TIME
ON
JANUARY __, 2014
THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND
HAVE NOT BEEN REGISTERED 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 COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.
BBM
Holdings, Inc. (the “Company”),
a
Utah corporation, having its principal office as of the date hereof at 1245
Brickyard Road, Suite 590, Salt Lake City, Utah 84106, hereby certifies that,
for value received, Shalom Hirschman, or registered assigns, is entitled,
subject to the terms and conditions set forth below, to purchase from the
Company at any time on or from time to time after January __, 2009
(“Original
Issue Date”),
and
before 5:00 P.M., New York City time, on January __, 2014 (the “Expiration
Date”),
up to
5,000,000 fully paid and non-assessable shares of Common Stock (as defined
below), at the initial Purchase Price per share (as defined below) of $0.50.
The
number of such shares of Common Stock and the Purchase Price per share are
subject to adjustment as provided in Section 5.
1. Definitions.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
“Aggregate
Purchase Price”
has
the
meaning set forth in Section 3.1.
“Blue
Sky Laws”
means
any state securities or “blue sky” laws.
“Board
of Directors”
means
the board of directors of the Company.
“Business
Day”
means
any day other than Saturday, Sunday or other day on which commercial banks
in
the City of New York are authorized or required by law to remain
closed.
“Company”
includes the Company and any corporation, association, joint stock company,
business trust, limited liability company or other similar organization, which
shall succeed to or assume the obligations of the Company hereunder.
“Common
Stock”
means
the Company’s Common Stock, $.0001 par value per share, authorized as of the
date hereof, and any stock of any class or classes (however designated)
hereafter authorized upon reclassification thereof, which, if the Board of
Directors declares any dividends or distributions, has the right to participate
in the distribution of earnings and assets of the Company after the payment
of
dividends or other distributions on any shares of capital stock of the Company
entitled to a preference and in the voting for the election of directors of
the
Company.
“Delivery
Date”
has
the
meaning set forth in Section 4.
“Exchange
Act”
means
the Securities Exchange Act of 1934 as the same shall be in effect at the
time.
“Expiration
Date”
has
the
meaning set forth in the preface above.
“Holder”
means
any record owner of Warrants or Underlying Securities.
“Market
Price”
means,
for one share of Common Stock at any date (i) if the principal trading market
for the Common Stock is an exchange, the average of the closing sale prices
per
Share for the last twenty (20) previous trading days in which a sale was
reported, as officially reported on any consolidated tape, (ii) if the principal
market for such securities is the over-the-counter market, the average of the
closing sale prices per Share on the last twenty (20) previous trading days
in
which a sale was reported as set forth by Nasdaq or, (iii) if the security
is
not listed on an exchange, the average of the closing sale prices per share
on
the last twenty (20) previous trading days in which a sale was reported as
set
forth in the National Quotation Bureau sheet listing such securities for such
days. Notwithstanding the foregoing, if there is no reported closing sale price,
as the case may be, reported on any of the twenty (20) trading days preceding
the event requiring a determination of Market Price hereunder, then the Market
Price shall be the average of the high bid and asked prices for the last ten
previous trading days in which a sale was reported; and if there is no reported
high bid and asked prices, as the case may be, reported on any of the ten
trading days preceding the event requiring a determination of Market Price
hereunder, then the Market Price shall be determined in good faith by resolution
of the Board of Directors. The Market Price of Other Securities, if any, shall
be determined in the same manner as Common Stock.
“Nasdaq”
means
the Nasdaq Global Market, Nasdaq Global Select Market or Nasdaq Capital
Market.
“Notice”
has
the
meaning set forth in Section 21.
“Original
Issue Date”
has
the
meaning set forth in the preface above.
“Other
Securities”
refers
to any stock (other than Common Stock) and other securities of the Company
or
any other Person (corporate or otherwise) which the Holders of the Warrants
at
any time shall be entitled to receive, or shall have received, upon the exercise
of the Warrants, in lieu of or in addition to Common Stock, or which at any
time
shall be issuable or shall have been issued in exchange for or in replacement
of
Common Stock or Other Securities pursuant to Section 5 or 6.
“Permitted
Transfer”
means
a
transfer by a Holder (i) by gift to his or her spouse or to the siblings, lineal
descendants, or parents of such Holder or of his or her spouse or to any entity
of which such Person or Persons are the sole beneficiaries; (ii) in the
case of any Holder that is a trust, to a successor trustee or trustees of any
trust established for one or more of the persons specified in
clause (i) above; and (iii) upon the death of a Holder who is a
natural person, to such Holder's heirs, executors, administrators, testamentary
trustees, legatees or beneficiaries.
“Person”
means
any individual, sole proprietorship, partnership, corporation, limited liability
company, business trust, unincorporated association, joint stock corporation,
trust, joint venture or other entity, any university or similar institution,
or
any government or any agency or instrumentality or political subdivision
thereof.
“Purchase
Price per share”
means
$0.50 per share, as may be adjusted from time to time in accordance with Section
5 or 6.
“Registered”
and
“Registration”
refer
to a registration effected by filing a registration statement in compliance
with
the Securities Act, to permit the disposition of Underlying Securities issued
or
issuable upon the exercise of Warrants, and any post-effective amendments and
supplements filed or required to be filed to permit any such
disposition.
“Restated
Certificate”
means
an amendment to the Certificate of Incorporation of the Company prepared for
filing in the State of Delaware which provides for an increase in the authorized
capital shares of the Company.
“Securities
Act”
means
the Securities Act of 1933 as the same shall be in effect at the
time.
“Underlying
Securities”
means
any Common Stock or Other Securities issued or issuable upon exercise of
Warrants.
“Warrant”
means,
as applicable, (i) the Warrants dated as of the date hereof, originally issued
by the Company to its directors, of which this Warrant is one, evidencing rights
to purchase up to a maximum of 5,000,000 shares of Common Stock, and all
Warrants issued upon transfer, division or combination of, or in substitution
for, any thereof (all Warrants shall at all times be identical as to terms
and
conditions and date, except as to the number of shares of Common Stock for
which
they may be exercised) or (ii) each right as set forth in this Warrant to
purchase one share of Common Stock, as adjusted from time to time in accordance
with Section 5 or 6.
2. Sale
or Exercise Without Registration.
If, at
the time of any exercise, transfer or surrender for exchange of a Warrant or
of
Underlying Securities previously issued upon the exercise of Warrants, such
Warrant or Underlying Securities shall not be registered under the Securities
Act, the Company may require, as a condition of allowing such exercise, transfer
or exchange, that the Holder or transferee of such Warrant or Underlying
Securities, as the case may be, furnish to the Company an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such exercise,
transfer or exchange may be made without registration under the Securities
Act
and without registration or qualification under any applicable Blue Sky Laws.
3. Exercise
of Warrant.
3.1. Exercise
in Full.
Subject
to the provisions hereof, this Warrant may be exercised by the Holder hereof
by
surrender of this Warrant, with the form of subscription at the end hereof
duly
executed by such Holder, to the Company at its principal office as set forth
at
the head of this Warrant (or such other location as the Company from time to
time may advise the Holder in writing), accompanied by payment, in cash or
by
certified or official bank check payable to the order of the Company, in the
amount obtained (the “Aggregate
Purchase Price”)
by
multiplying (a) the number of shares of Common Stock then issuable upon exercise
of this Warrant by (b) the Purchase Price per share on the date of such
exercise.
3.2. Partial
Exercise.
Subject
to the provisions hereof, this Warrant may be exercised in part by surrender
of
this Warrant in the manner and at the place provided in Section 3.1 except
that
the amount payable by the Holder upon any partial exercise shall be the amount
obtained by multiplying (a) the number of shares of Common Stock designated
by
the Holder in the subscription at the end hereof by (b) the Purchase Price
per
share on the date of such exercise. Upon any such partial exercise, the Company
at its expense shall forthwith issue and deliver to or upon the order of the
Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes and subject to the provisions of Section 2) may request, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
equal to the number of such shares issuable prior to such partial exercise
of
this Warrant minus the number of such shares designated by the Holder in the
subscription at the end hereof.
3.3. Company
to Reaffirm Obligations.
The
Company shall, at the time of any exercise of this Warrant, upon the request
of
the Holder hereof, acknowledge in writing its continuing obligation to afford
to
such Holder any rights (including, without limitation, any right to registration
of the Underlying Securities, if any) to which such Holder shall continue to
be
entitled after such exercise in accordance with the provisions of this Warrant;
provided,
however, that if the Holder of this Warrant shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
such Holder any such rights.
3.4. Certain
Exercises.
If an
exercise of this Warrant is to be made in connection with a registered public
offering or sale of the Company, such exercise may, at the election of the
Holder, be conditioned on the consummation of the public offering or sale of
the
Company, in which case such exercise shall not be deemed effective until the
consummation of such transaction.
3.5. Net
Issue Exercise.
This
Warrant may also be exercised at such time by means of a “Net Issue Exercise” in
which the Holder shall be entitled to receive Underlying Securities equal to
the
value of this Warrant (or the portion thereof being exercised by Net Issue
Exercise) by surrender of this Warrant to the Company together with notice
of
such Net Issue Exercise, in which event the Company shall issue to Holder a
number of Underlying Securities computed as of the date of surrender of this
Warrant to the Company using the following formula:
X
=
Y
x
(A-B)
A
Where:
|
X
=
|
the
number of Underlying Securities to be issued to Holder pursuant to
this
Section 3.5;
|
|
Y
=
|
the
number of Underlying Securities otherwise purchasable under this
Warrant,
or any lesser number of Underlying Securities as to which this Warrant
is
being exercised (at the date of such
calculation);
|
|
A
=
|
the
Market Price (at the date of such
calculation);
|
|
B
=
|
the
Purchase Price (as adjusted to the date of such
calculation).
|
4. Delivery
of Stock Certificates, etc., on Exercise.
4.1. Delivery
of Certificates.
As soon
as practicable after the exercise of this Warrant in full or in part, and in
any
event within ten Business Days thereafter (the “Delivery
Day”),
the
Company at its own expense (including the payment by it of any applicable issue
taxes) shall cause to be issued in the name of and delivered to the Holder
hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes and subject to the provisions of Section 2) may direct, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock or Other Securities to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which
such
Holder would otherwise be entitled, cash equal to such fraction multiplied
by
the then current Market Price of one full share.
4.2. Issuance
of Certificates.
If the
Company fails to deliver to the Holder a certificate or certificates
representing the Underlying Securities by the third (3rd) trading day following
the Delivery Date (or such longer or shorter time is then required by the SEC
regulations on the settlement of trades), then the Holder will have the right
to
rescind such exercise. 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 or injunctive relief with respect
to the Company's failure to timely deliver certificates representing Underlying
Securities upon exercise of the Warrant as required pursuant to the terms
hereof.
5. Adjustment
for Stock Splits; Dividends.
The
number and kind of securities purchasable upon the exercise of this Warrant
and
the Purchase Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock
to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or
(iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Underlying Securities purchasable upon exercise of this
Warrant immediately prior thereto shall be adjusted so that the Holder shall
be
entitled to receive the kind and number of Underlying Securities or other
securities of the Company which it would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof Upon each such
adjustment of the kind and number of Underlying Securities or other securities
of the Company which are purchasable hereunder, the Holder shall thereafter
be
entitled to purchase the number of Underlying Securities or other securities
resulting from such adjustment at a Purchase Price per share or other security
obtained by multiplying the Purchase Price per share in effect immediately
prior
to such adjustment by the number of Underlying Securities purchasable pursuant
hereto immediately prior to such adjustment and dividing by the number of
Underlying Securities or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.
6. Reorganization,
Consolidation, Merger, etc.
In case
the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Company is
not
the surviving corporation or where there is a change in or distribution with
respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of its property, assets or business to another corporation and, pursuant
to the terms of such reorganization, reclassification, merger, consolidation
or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any
nature whatsoever (including warrants or other subscription or purchase rights)
in addition to or in lieu of common stock of the successor or acquiring
corporation (“Other
Property”),
are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive upon exercise of
this
Warrant, the number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder
of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume
the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as
may
be deemed appropriate (as determined in good faith by resolution of the Board
of
Directors of the Company) in order to provide for adjustments of Underlying
Securities for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 6.
For
purposes of this Section 6, “common stock of the successor or acquiring
corporation” shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or
upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 6 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition
of
assets.
7. Further
Assurances; Reports.
The
Company shall take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
shares of Underlying Securities upon the exercise of all Warrants from time
to
time outstanding. For so long as the Holder holds this Warrant, the Company
shall deliver to the Holder contemporaneously with delivery to the holders
of
Common Stock, a copy of each report of the Company delivered to such
holders.
8. Certificate
as to Adjustments.
In each
case of any adjustment or readjustment in the Underlying Securities, the Company
shall, at its expense, promptly cause its Chief Financial Officer to compute
such adjustment or readjustment in accordance with the terms of this Warrant
and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and
the
number of shares of Common Stock or Other Securities outstanding or deemed
to be
outstanding. The Company shall forthwith mail a copy of each such certificate
to
the Holder.
9. Notices
of Record Date, etc.
In the
event of
(a) any
taking by the Company of a record of its stockholders for the purpose of
determining the stockholders thereof who are entitled to receive any dividend
or
other distribution, or any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right, or for the purpose of determining stockholders who
are
entitled to vote in connection with any proposed capital reorganization of
the
Company, any reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of the Company
to
or consolidation or merger of the Company with or into any other Person,
or
(b) any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company,
then
and
in each such event the Company shall mail or cause to be mailed to each Holder
of a Warrant a notice specifying (i) the date on which any such record is to
be
taken for the purpose of such dividend, distribution or right, and stating
the
amount and character of such dividend, distribution or right and (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the Holders of record of Underlying Securities
shall be entitled to exchange their shares of Underlying Securities for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up. Such notice shall be mailed at least
twenty (20) days prior to the date therein specified.
10. Reservation
of Stock, etc., Issuable on Exercise of Warrants.
The
Company shall at all times on and after the filing of the Restated Certificate
reserve and keep available, solely for issuance and delivery upon the exercise
of the Warrants, all shares of Common Stock (or Other Securities) from time
to
time issuable upon the exercise of the Warrants.
11. Listing
on Securities Exchanges; Registration; Issuance of Certain
Securities.
In
furtherance and not in limitation of any other provision of this Warrant, if
the
Company at any time shall list any Common Stock (or Other Securities) on any
national securities exchange or Nasdaq, the Company shall, at its expense,
simultaneously list the Underlying Securities from time to time issuable upon
the exercise of the Warrants on such exchange or Nasdaq, as the case may be,
upon official notice of issuance.
12. Exchange
of Warrants.
Subject
to the provisions of Section 2, upon surrender for exchange of this Warrant,
properly endorsed, to the Company, as soon as practicable (and in any event
within three Business Days) the Company at its own expense shall issue and
deliver to or upon the order of the Holder thereof a new Warrant or Warrants
of
like tenor, in the name of such Holder or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct, calling in the aggregate
on
the face or faces thereof for the number of shares of Common Stock called for
on
the face of this Warrant so surrendered.
13. Replacement
of Warrants.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the Company at
its
expense shall execute and deliver, in lieu thereof, a new Warrant of like
tenor.
14. Warrant
Agent.
The
Company may, by written notice to each Holder of a Warrant, appoint an agent
having an office in New York, New York, for the purpose of issuing Common Stock
(or Other Securities) upon the exercise of the Warrants pursuant to Section
3,
exchanging Warrants pursuant to Section 13, and replacing Warrants pursuant
to
Section 14, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such
agent.
15. Remedies.
The
Company stipulates that the remedies at law of the Holder of this Warrant in
the
event of any default or threatened default by the Company in the performance
of
or compliance with any of the terms of this Warrant may not be adequate, and
that such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction that may
be
sought against a violation of any of the terms hereof or otherwise.
16. No
Rights as Stockholder.
This
Warrant does not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company prior to the exercise hereof.
17. Negotiability,
etc.
Subject
to Section 2, this Warrant is transferable only by Permitted
Transfer.
18. Entire
Agreement; Successors and Assigns.
This
Warrant constitutes the entire contract between the parties relative to the
subject matter hereof. This Warrant supersedes any previous agreement among
the
parties with respect to the subject matter hereof. The terms and conditions
of
this Warrant shall inure to the benefit of and be binding upon the respective
permitted executors, administrators, heirs, successors and assigns of the
parties. Nothing in this Warrant, expressed or implied, is intended to confer
upon any party, other than the Holder and the Company, any rights, remedies,
obligations or liabilities under or by reason of this Warrant.
19. Governing
Law; Jurisdiction.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of law. Each of
the
Holder and the Company hereby irrevocably consents and submits to the
jurisdiction of any New York State or United States Federal Court sitting in
the
State of New York, County of New York, over any action or proceeding arising
out
of or relating to this Warrant and irrevocably consents to the service of any
and all process in any such action or proceeding in the manner for the giving
of
notices at its address specified in Section 22. Each of the Holder and the
Company further waives any objection to venue in the State of New York, County
of New York and any objection to an action or proceeding in such state and
county on the basis of forum
non conveniens.
Each of
the Holder and the Company also waives any right to trial by jury.
20. Headings.
The
headings of the sections of this Warrant are for convenience and shall not
by
themselves determine the interpretation of this Warrant.
21. Notices.
Any
notice or other communication required or permitted to be given hereunder (each
a “Notice”)
shall
be given in writing and shall be made by personal delivery or sent by courier
or
certified or registered first-class mail (postage pre-paid), addressed to a
party at its address shown below or at such other address as such party may
designate by three days’ advance Notice to the other party.
Any
Notice to the Holder shall be sent to the address for such Holder set forth
on
books and records of the Company.
Any
Notice to the Company shall be sent to:
BBM
Holdings, Inc.
1245
Brickyard Road, Suite 590
Salt
Lake
City, Utah 84106
Attention:
Chief Executive Officer
Each
Notice shall be deemed given and effective upon receipt (or refusal of
receipt).
22. Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such
a
manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be deemed prohibited or invalid under such applicable
law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, and such prohibition or invalidity shall not invalidate the
remainder of such provision or any other provision of this Warrant.
23. Amendments
and Waivers.
Any
provision of this Warrant may be amended and the observance of any provision
of
this Warrant may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the
Company and the Holders of a majority of the Warrants then outstanding. Any
amendment or waiver effected in accordance with this Section 24 shall be binding
upon each Holder of a Warrant.
24. Construction.
Words
(including capitalized terms defined herein) in the singular shall be held
to
include the plural and vice versa as the context requires. The words
“herein”,
“hereinafter”,
“hereunder”
and
words of similar import used in this Warrant shall, unless otherwise stated,
refer to this Warrant as a whole and not to any particular provision of this
Warrant. All references to “$” in this Warrant and the other agreements
contemplated hereby shall refer to United States dollars (unless otherwise
specified expressly). Any reference to any gender includes the other
genders.
Dated:
January __, 2009
BBM
HOLDINGS, INC.
|
|
|
By:
|
|
Name:
Andrew Limpert
|
Title:
President and CEO
|
FORM
OF
SUBSCRIPTION
(To
be
signed only upon exercise of Warrant)
To:
BBM
HOLDINGS, INC.
The
undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, * shares of Common Stock
of BBM Holdings, Inc., and herewith makes payment of $__________ or, subject
to
satisfaction of the conditions set forth in Section 3.5 of the Warrant, [by
initial here _____] Holder elects to exercise under the Net Issue Exercise
provisions of Section 1.4 of the Warrant, and requests that the certificates
for
such shares be issued in the name of, and delivered to, ___________________,
whose address is _______________________.
The
undersigned represents that the undersigned is acquiring such securities for
its
own account for investment and not with a view to or for sale in connection
with
any distribution thereof (except for any resale pursuant to, and in accordance
with a valid registration statement effective under the Securities Act of 1933,
as amended).
Dated:
|
(Signature
must conform in all respects to the name of the Holder as specified
on the
face of the Warrant)
|
|
|
(Address)
|
*
Insert
here the number of shares called for on the face of the Warrant (or, in the
case
of a partial exercise, the portion thereof as to which the Warrant is being
exercised).
FORM
OF
ASSIGNMENT
(To
be
signed by the Holder 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 of BBM Holdings, Inc. to which the
within Warrant relates, and hereby does irrevocably constitute and appoint
______________________________ Attorney to transfer such right on the books
of
BBM Holdings, Inc. with full power of substitution in the premises. The Warrant
being transferred hereby is one of the Warrants issued by BBM Holdings, Inc.
as
of November 12, 2008.
Dated:_______________
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(Signature
must conform in all respects to name of Holder as specified on the
face of
the Warrant)
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(Address)
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Medallion
signature guaranteed by a bank or trust company having its principal
office in New York City or by a Member Firm of the New York Stock
Exchange
or American Stock Exchange
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