ex4-9.htm


    Exhibit
4.9

    


    


    Form
of Series A Common Stock Purchase Warrant

     

    Warrant
to Purchase Common Stock

     

    
      	Date of Issuance:
      October__, 2009	
              Warrant to Purchase
      an Aggregate of _____ shares
      of Common Stock

            


    

     

    FOR VALUE RECEIVED, Digital
Lifestyles Group, Inc., a Delaware corporation (the “Company”), promises to
issue in the name of, and sell and deliver to ________________ (the "Holder") a
certificate or certificates for an aggregate of _________ (______) shares of the
Company’s common stock, par value $0.03 per share (the “Common Stock”), upon
payment by the Holder of Thirty-one Cents ($0.31) per share (the “Exercise
Price”), with the Exercise Price being subject to adjustment in the
circumstances set forth below.

    


    
      	
               
      

            	
              1.

            	
              Exercise of
      Warrant.

            


    

    


    (A)           Exercise
Period.  The Holder may exercise this Warrant, in whole or in
part (but not as to fractional shares), at any time and time to time commencing
on the date hereof and ending at 5:00 p.m., Eastern Time, on the third (3rd)
anniversary of the date hereof (the “Exercise Period”).

    


    (B)           Exercise
Procedure.

    


    (i)           This
Warrant will be deemed to have been exercised at such time as the Company has
received all of the following items (the “Exercise Date”):

    


    (a)           a
completed Exercise Agreement, in the form attached hereto as Exhibit 1, executed
by the Holder (the “Purchaser”); and

    


    (b)           a
certified check or other immediately available funds payable to the Company in
an amount equal to the sum of the product of the Exercise Price multiplied by
the number of shares of Common Stock being purchased upon such
exercise.

    


    (ii)           Certificates
for the shares of Common Stock purchased upon exercise of this Warrant will be
delivered by the Company to the Purchaser within ten (10) business days after
the Exercise Date.  Unless this Warrant has expired or all of the
purchase rights represented hereby have been exercised, the Company will prepare
a new Warrant representing the rights formerly represented by this Warrant that
have not expired or been exercised.  The Company will, within such ten
(10) day period, deliver such new Warrant to the Holder at the address set forth
in this Warrant.

    


    (iii)           The
shares of Common Stock issuable upon the exercise of this Warrant will be deemed
to have been transferred to the Purchaser on the Exercise Date, and the
Purchaser will be deemed for all purposes to have become the record holder of
such Common Stock on the Exercise Date.

     

    
      
         

      

      
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    (iv)           The
issuance of certificates for shares of Common Stock upon the exercise of this
Warrant will be made without charge to the Purchaser for any issuance tax in
respect thereof or any other cost incurred by the Company in connection with
such exercise and related transfer of the shares; provided, however, that the
Company shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any certificate or
instrument in a name other than that of the Holder of this Warrant, and that the
Company shall not be required to issue or deliver any such certificate or
instrument unless and until the person or persons requiring the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.

    


    (v)           The
shares of Common Stock issuable upon the exercise of this Warrant will be
“restricted securities” as that term is defined in the Securities Act of 1933.
The Company may insert the following or similar legend on the face of the
certificates evidencing shares of Common Stock if required in compliance with
state securities laws:

    


    "These securities have not been
registered under any state securities laws and may not be sold or otherwise
transferred or disposed of except pursuant to an effective registration
statement under any applicable state securities laws, or an opinion of counsel
satisfactory to counsel to the Company that an exemption from registration under
any applicable state securities laws is available."

    


    (C)           Fractional
Shares.  The Company shall not be required to issue fractions
of shares of Common Stock on the exercise of this Warrant.  The
Company shall not be obligated to issue any fractional share interests or
fractional warrant interests upon the exercise of this Warrant, nor shall it be
obligated to issue scrip or pay cash in lieu of fractional interests, provided,
however, that if a holder exercises all the Warrants held of record by such
holder, the Company shall at its option (i) eliminate the fractional interests
by rounding any fraction up to the nearest whole number of shares or (ii) within
30 days after the Exercise Date, deliver to the Purchaser a check payable to the
Purchaser, in lieu of such fractional share, in an amount equal to the value of
such fractional share as determined by the closing price of the Company’s Common
Stock as reported on the principal exchange on which the Company’s Common Stock
is then traded, as of the close of business on the Exercise Date.

    


    
      	
               
      

            	
              2.

            	
              Effect of
      Reorganization, Reclassification, Consolidation, Merger or
      Sale.

            


    

    


    (A)           Recapitalization or
Reclassification of Common Stock.  In case the Company shall at
any time prior to the Exercise of this Warrant or the expiration of the Exercise
Period, whichever first occurs, effect a recapitalization or reclassification of
such character that its Common Stock shall be changed into or become
exchangeable for a larger or smaller number of shares, then, upon the effective
date thereof, the number of shares of Common Stock that the Holder of this
Warrant shall be entitled to purchase upon exercise hereof shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease
in such number of shares of Common Stock by reason of such recapitalization or
reclassification, and the Exercise Price of such recapitalized or reclassified
Common Stock shall, in the case of an increase in the number of shares, be
proportionately decreased and, in the case of a decrease
in  the  number  of  shares,  be
proportionately increased.

     

    
      
         

      

      
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    (B)           Consolidation, Merger or
Sale. .  In case at any time prior to the exercise of this
Warrant or the expiration of the Exercise Period, whichever first occurs, the
Company should consolidate or merge with any other corporation (unless the
Company shall be the surviving entity) or transfer all or substantially all of
its assets to any other corporation preparatory to a dissolution (collectively,
the "Fundamental Transaction"), then the Company shall, as a condition precedent
to such transaction, provide notice to the Holder of not less than ten (10) of
days prior to the closing and/or effective date of such Fundamental Transaction
during which time the Holder shall have the right to exercise this Warrant
pursuant to its terms.  To the extent not exercised, this Warrant and
any right to acquire shares of the Company's Common Stock will automatically
expire on the closing date and/or effective date of such Fundamental
Transaction.

    


    (C)           Notice of
Adjustment.  Whenever the number of shares of Common Stock
purchasable upon exercise of this Warrant shall be adjusted as provided herein,
the Company shall file with its corporate records a certificate of its Chief
Financial Officer setting forth the computation and the adjusted number of
shares of Common Stock purchasable hereunder resulting from such adjustments,
and a copy of such certificate shall be mailed to the Holder.  Any
such certificate or letter shall be conclusive evidence as to the correctness of
the adjustment or adjustments referred to therein and shall be available for
inspection by the holders of the Warrants on any day during normal business
hours.

    


    3.           Reservation of Common
Stock.  The Company will at all time reserve and keep available
such number of shares of Common Stock as will be sufficient to permit the
exercise in full of this Warrant.  Upon exercise of this Warrant
pursuant to its terms, the Holder will acquire fully paid and non-assessable
ownership rights of the Common Stock, free and clear of any liens, claims or
encumbrances except as otherwise provided herein.

    


    4.           No Stockholder Rights or
Obligations.  This Warrant will not entitle the Holder hereof
to any voting rights or other rights as a stockholder of the
Company.  Until the shares of Common Stock issuable upon the exercise
of this Warrant are recorded as issued on the books and records of the Company’s
transfer agent, the Holder shall not be entitled to any voting rights or other
rights as a stockholder; provided, however, the Company uses its best efforts to
ensure that, upon receipt of the Exercise Agreement and payment of the Exercise
Price, the appropriate documentation necessary to effectuate the exercise of the
Warrant and the issuance of the Common Stock is accomplished as expeditiously as
possible.  No provision of this Warrant, in the absence of affirmative
action by the Holder to purchase Common Stock, and no enumeration in this
Warrant of the rights or privileges of the Holder, will give rise to any
obligation of such Holder for the Exercise Price or as a stockholder of the
Company.

     

    
      
         

      

      
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    5           Transferability.  Subject
to the terms hereof, this Warrant and all rights hereunder are transferable, in
whole or in part, upon surrender of this Warrant with a properly executed
Assignment in the form of Exhibit 2 hereto at the principal offices of the
Company.  This Warrant and the underlying shares of Common Stock may
not be offered, sold or transferred except in compliance with the Securities Act
of 1933, and any applicable state securities laws, and then only against receipt
of an agreement of the person to whom such offer or sale or transfer is made to
comply with the provisions of this Warrant with respect to any resale or other
disposition of such securities; provided that no such agreement shall be
required from any person purchasing this Warrant or the underlying shares of
Common Stock pursuant to a registration statement effective under the Securities
Act of 1933.  The Holder of this Warrant agrees that, prior to the
disposition of any security purchased on the exercise hereof other than pursuant
to a registration statement then effective under the Securities Act of 1933, or
any similar statute then in effect, the Holder shall give written notice to the
Company, expressing his intention as to such disposition.  Upon
receiving such notice, the Company shall present a copy thereof to its
securities counsel.  If, in the sole opinion of such counsel, which
such opinion shall not be unreasonably withheld, the proposed disposition does
not require registration of such security under the Securities Act of 1933, or
any similar statute then in effect, the Company shall, as promptly as
practicable, notify the Holder of such opinion, whereupon the Holder shall be
entitled to dispose of such security in accordance with the terms of the notice
delivered by the Holder to the Company.

    


    6.           Miscellaneous

    


    (A)           Notices.  Any
notices, requests or consents hereunder shall be deemed given, and any
instruments delivered, two days after they have been mailed by first class mail,
postage prepaid, or upon receipt if delivered personally or by facsimile
transmission, as follows:

    


    If to the
Company:                               Digital
Lifestyles Group, Inc.

    649 Sparta Highway

    Suite 102

    Crossville,
TN  38555

    Attention:  President

    


    If to the
Holder:                                    To
the address and/or facsimile of

    Holder as
recorded in the records

    of the
Company.

    


    except
that any of the foregoing may from time to time by written notice to the other
designate another address which shall thereupon become its effective address for
the purposes of this paragraph.

    


    (B)           Entire
Agreement.  This Warrant, including the exhibits and documents
referred to herein which are a part hereof, contain the entire understanding of
the parties hereto with respect to the subject matter and may be amended only by
a written instrument executed by the parties hereto or their successors or
assigns.  Any paragraph headings contained in this Warrant are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Warrant.

     

    
      
         

      

      
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    (C)           Governing Law. This
Warrants shall be construed in accordance with the laws of the State of
Delaware, without and application of the principles of conflicts of
laws.

    


    IN WITNESS WHEREOF, this
Warrant has been duly executed and the corporate seal affixed hereto, all as of
the day and year first above written.

     

    
      
        
          
            	 	 	 	Digital
      Lifestyles Group, Inc.	 
	 	 	 	 	 
	
                     

                  	 	 	
                    By:

                  	 
	
                     

                  	 	 	
                          
                      Ken
      Page, President and CEO

                    

                  	 


          

        

      

    

     

     

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