Ex 4.4 Form of Warrant


     

    Ex
      4.4

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (“1933 ACT”), OR ANY STATE SECURITIES LAWS AND SHALL NOT BE
      SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
      NOT
      FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
      A
      FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER
      EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE,
      TO
      THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT
      AND
      APPLICABLE STATE SECURITIES LAWS.

     

    FAMILY
      ROOM ENTERTAINMENT CORPORATION

     

    Common
      Stock Purchase Warrant

     

    to

     

    Purchase  _________________
       Shares

     

    of

     

    Common
      Stock

     

    This
      Common Stock Purchase Warrant is issued to:

     

    [Name]

    [Address]

    [City,
      State Zip]

     

    by
      FAMILY
      ROOM ENTERTAINMENT CORPORATION, a New Mexico corporation (hereinafter called
      the
“Company”, which term shall include its successors and assigns). 

     

    FOR
      VALUE RECEIVED
      and
      subject to the terms and conditions hereinafter set out, the registered holder
      of this Warrant as set forth on the books and records of the Company (the
“Holder”) is entitled upon surrender of this Warrant to purchase from the
      Company _____________ fully paid and nonassessable shares of Common Stock,
      $.01
      par value per share (the “Common Stock”), at the Exercise Price (as defined
      below) per share. 

     

    This
      Warrant shall expire at the close of business on __________, 2007. 

     

    1.  (a)The
      right
      to purchase shares of Common Stock represented by this Warrant may be exercised
      by the Holder, in whole or in part, by the surrender of this Warrant (properly
      endorsed if required) at the principal office of the Company at 8530 Wilshire
      Blvd. Suite 420, Beverly Hills, CA 90211 (or such other office or agency of
      the
      Company as it may designate by notice in writing to the Holder at the address
      of
      the Holder appearing on the books of the Company), and upon payment to the
      Company, by cash or by certified check or bank draft, of the Exercise Price
      for
      such shares. The Company agrees that the shares of Common Stock so purchased
      shall be deemed to be issued to the Holder as the record owner of such shares
      of
      Common Stock as of the close of business on the date on which this Warrant
      shall
      have been surrendered and payment made for such shares of Common Stock as
      aforesaid. Certificates for the shares of Common Stock so purchased (together
      with a cash adjustment in lieu of any fraction of a share) shall be delivered
      to
      the Holder within a reasonable time, not exceeding five (5) business days,
      after
      the rights represented by this Warrant shall have been so exercised, and, unless
      this Warrant has expired, a new Warrant representing the number of shares of
      Common Stock, if any, with respect to which this Warrant shall not then have
      been exercised, in all other respects identical with this Warrant, shall also
      be
      issued and delivered to the Holder within such time, or, at the request of
      the
      Holder, appropriate notation may be made on this Warrant and the same returned
      to the Holder. 

     

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    (b)  This
      Warrant may be exercised to acquire, from and after the date hereof, the number
      of shares of Common Stock set forth on the first page hereof (subject to
      adjustments described in this Warrant); provided, however, the right hereunder
      to purchase such shares of Common Stock shall expire at 5:00 p.m. Los Angeles,
      California time on ________, 2007.

     

    2.  This
      Warrant is being issued by the Company pursuant to the terms of the Consulting
      Agreement dated _________, 2006. 

     

    3.  The
      Company covenants and agrees that all Common Stock upon issuance against payment
      in full of the Exercise Price by the Holder pursuant to this Warrant will be
      validly issued, fully paid and nonassessable and free from all taxes, liens
      and
      charges with respect to the issue thereof (except to the extent resulting from
      the Holder’s own circumstances, actions or omissions). The Company covenants and
      agrees that during the period within which the rights represented by this
      Warrant may be exercised, the Company will have at all times authorized, and
      reserved for the purpose of issue or transfer upon exercise of the rights
      evidenced by this Warrant, a sufficient number of shares of Common Stock to
      provide for the exercise of the rights represented by this Warrant, and will
      procure at its sole expense upon each such reservation of shares the listing
      thereof (subject to issuance or notice of issuance) on all stock exchanges
      on
      which the Common Stock is then listed or inter-dealer trading systems on which
      the Common Stock is then traded. The Company will take all such action as may
      be
      necessary to assure that such shares of Common Stock may be so issued without
      violation of any applicable law or regulation, or of any requirements of any
      national securities exchange upon which the Common Stock may be listed or
      inter-dealer trading system on which the Common Stock is then traded. The
      Company will not take any action which would result in any adjustment in the
      number of shares of Common Stock purchasable hereunder if the total number
      of
      shares of Common Stock issuable pursuant to the terms of this Warrant after
      such
      action upon full exercise of this Warrant and, together with all shares of
      Common Stock then outstanding and all shares of Common Stock then issuable
      upon
      exercise of all options and other rights to purchase shares of Common Stock
      then
      outstanding, would exceed the total number of shares of Common Stock then
      authorized by the Company’s Restated and Amended Articles of Incorporation, as
      then amended. 

     

    4.  The
      Initial Exercise Price is $.015 per share of Common Stock (“Initial Exercise
      Price”). The Initial Exercise Price shall be adjusted as provided for below in
      this Section 4 (the Initial Exercise Price, and the Initial Exercise Price,
      as
      thereafter then adjusted, shall be referred to as the “Exercise Price”) and the
      Exercise Price from time to time shall be further adjusted as provided for
      below
      in this Section 4. Upon each adjustment of the Exercise Price, the Holder shall
      thereafter be entitled to receive upon exercise of this Warrant, at the Exercise
      Price resulting from such adjustment, the number of shares of Common Stock
      obtained by (i) multiplying the Exercise Price in effect immediately prior
      to
      such adjustment by the number of shares of Common Stock purchasable hereunder
      immediately prior to such adjustment, and (ii) dividing the product thereof
      by
      the Exercise Price resulting from such adjustment. The Exercise Price shall
      be
      adjusted as follows:

     

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    (i)  In
      the
      case of any amendment to the Company’s Articles of Incorporation to change the
      designation of the Common Stock or the rights, privileges, restrictions or
      conditions in respect to the Common Stock or division of the Common Stock,
      this
      Warrant shall be adjusted so as to provide that upon exercise thereof, the
      Holder shall receive, in lieu of each share of Common Stock theretofore issuable
      upon such exercise, the kind and amount of shares, other securities, money
      and
      property receivable upon such designation, change or division by the Holder
      issuable upon such exercise had the exercise occurred immediately prior to
      such
      designation, change or division. This Warrant shall be deemed thereafter to
      provide for adjustments which shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Section 4. The provisions
      of
      this Subsection 4(i) shall apply in the same manner to successive
      reclassifications, changes, consolidations and mergers. 

     

    (ii)  If
      the
      Company shall at any time subdivide its outstanding shares of Common Stock
      into
      a greater number of shares of Common Stock, or declare a dividend or make any
      other distribution upon the Common Stock payable in shares of Common Stock,
      the
      Exercise Price in effect immediately prior to such subdivision or dividend
      or
      other distribution shall be proportionately reduced, and conversely, in case
      the
      outstanding shares of Common Stock shall be combined into a smaller number
      of
      shares of Common Stock, the Exercise Price in effect immediately prior to such
      combination shall be proportionately increased. 

     

    (iii)  If
      any
      capital reorganization or reclassification of the capital stock of the Company,
      or any consolidation or merger of the Company with or into another corporation
      or other entity, or the sale of all or substantially all of the Company’s assets
      to another corporation or other entity shall be effected in such a way that
      holders of shares of Common Stock shall be entitled to receive stock,
      securities, other evidence of equity ownership or assets with respect to or
      in
      exchange for shares of Common Stock, then, as a condition of such
      reorganization, reclassification, consolidation, merger or sale (except as
      otherwise provided below in this Section 4), lawful and adequate provisions
      shall be made whereby the Holder shall thereafter have the right to receive
      upon
      the exercise hereof upon the basis and upon the terms and conditions specified
      herein, such shares of stock, securities, other evidence of equity ownership
      or
      assets as may be issued or payable with respect to or in exchange for a number
      of outstanding shares of such Common Stock equal to the number of shares of
      Common Stock immediately theretofore purchasable and receivable upon the
      exercise of this Warrant under this Section 4 had such reorganization,
      reclassification, consolidation, merger or sale not taken place, and in any
      such
      case appropriate provisions shall be made with respect to the rights and
      interests of the Holder to the end that the provisions hereof (including,
      without limitation, provisions for adjustments of the Exercise Price and of
      the
      number of shares of Common Stock receivable upon the exercise of this Warrant)
      shall thereafter be applicable, as nearly as may be, in relation to any shares
      of stock, securities, other evidence of equity ownership or assets thereafter
      deliverable upon the exercise hereof (including an immediate adjustment, by
      reason of such consolidation or merger, of the Exercise Price to the value
      for
      the Common Stock reflected by the terms of such consolidation or merger if
      the
      value so reflected is less than the Exercise Price in effect immediately prior
      to such consolidation or merger). Subject to the terms of this Warrant, in
      the
      event of a merger or consolidation of the Company with or into another
      corporation or other entity as a result of which the number of shares of common
      stock of the surviving corporation or other entity issuable to holders of Common
      Stock, is greater or lesser than the number of shares of Common Stock
      outstanding immediately prior to such merger or consolidation, then the Exercise
      Price in effect immediately prior to such merger or consolidation shall be
      adjusted in the same manner as though there were a subdivision or combination
      of
      the outstanding shares of Common Stock. The Company shall not effect any such
      consolidation, merger or sale, unless, prior to the consummation thereof, the
      successor corporation (if other than the Company) resulting from such
      consolidation or merger or the corporation purchasing such assets shall assume
      by written instrument executed and mailed or delivered to the Holder, the
      obligation to deliver to the Holder such shares of stock, securities, other
      evidence of equity ownership or assets as, in accordance with the foregoing
      provisions, the Holder may be entitled to receive or otherwise acquire. If
      a
      purchase, tender or exchange offer is made to and accepted by the holders of
      more than fifty (50%) percent of the outstanding shares of Common Stock, the
      Company shall not effect any consolidation, merger or sale with the person
      having made such offer or with any affiliate of such person, unless prior to
      the
      consummation of such consolidation, merger or sale the Holder of this Warrant
      shall have been given a reasonable opportunity to then elect to receive upon
      the
      exercise of this Warrant the amount of stock, securities, other evidence of
      equity ownership or assets then issuable with respect to the number of shares
      of
      Common Stock in accordance with such offer. 

     

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    (iv)  In
      case
      the Company shall, at any time prior to exercise of this Warrant, consolidate
      or
      merge with any other corporation or other entity (where the Company is not
      the
      surviving entity) or transfer all or substantially all of its assets to any
      other corporation or other entity, then the Company shall, as a condition
      precedent to such transaction, cause effective provision to be made so that
      the
      Holder of this Warrant upon the exercise of this Warrant after the effective
      date of such transaction shall be entitled to receive the kind and amount of
      shares, evidences of indebtedness and/or other securities or property receivable
      on such transaction by a holder of the number of shares of Common Stock as
      to
      which this Warrant was exercisable immediately prior to such transaction
      (without giving effect to any restriction upon such exercise); and, in any
      such
      case, appropriate provision shall be made with respect to the rights and
      interest of the Holder of this Warrant to the end that the provisions of this
      Warrant shall thereafter be applicable (as nearly as may be practicable) with
      respect to any shares, evidences of indebtedness or other securities or assets
      thereafter deliverable upon exercise of this Warrant. Upon the occurrence of
      any
      event described in this Section 4(iv), the holder of this Warrant shall have
      the
      right to (i) exercise this Warrant immediately prior to such event at an
      Exercise Price equal to lesser of (1) the then Exercise Price or (2) the price
      per share of Common Stock paid in such event, or (ii) retain ownership of this
      Warrant, in which event, appropriate provisions shall be made so that the
      Warrant shall be exercisable at the Holder’s option into shares of stock,
      securities or other equity ownership of the surviving or acquiring entity.
      

     

    Whenever
      the Exercise Price shall be adjusted pursuant to this Section 4, the Company
      shall issue a certificate signed by its President or Vice President and by
      its
      Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, setting forth,
      in reasonable detail, the event requiring the adjustment, the amount of the
      adjustment, the method by which such adjustment was calculated (including a
      description of the basis on which the Board of Directors of the Company made
      any
      determination hereunder), and the Exercise Price after giving effect to such
      adjustment, and shall cause copies of such certificates to be mailed (by
      first-class mail, postage prepaid) to the Holder of this Warrant. The Company
      shall make such certificate and mail it to the Holder promptly after each
      adjustment. 

     

    No
      fractional shares of Common Stock shall be issued in connection with any
      exercise of this Warrant, but in lieu of such fractional shares, the Company
      shall make a cash payment therefor equal in amount to the product of the
      applicable fraction multiplied by the Exercise Price then in effect.


     

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    5.  In
      the
      event the Company grants rights (other than rights granted pursuant to a
      shareholder rights or poison pill plan) to all shareholders to purchase Common
      Stock, the Holder shall have the same rights as if this Warrant had been
      exercised immediately prior to such grant. 

     

    6.  The
      shares of Common Stock issuable upon the exercise of this Warrant shall be
      registered by the Company pursuant to a Form S-8 to be filed with the Securities
      and Exchange Commission on or prior to March 31, 2006. 

     

    7.  This
      Warrant need not be changed because of any change in the Exercise Price or
      in
      the number of shares of Common Stock purchased hereunder. 

     

    8.  The
      terms
      defined in this paragraph, whenever used in this Warrant, shall, unless the
      context otherwise requires, have the respective meanings hereinafter specified.
      The term “Common Stock” shall mean and include the Company’s Common Stock, $.01
      par value per share, authorized on the date of the original issue of this
      Warrant and shall also include in case of any reorganization, reclassification,
      consolidation, merger or sale of assets of the character referred to in Section
      4 hereof, the stock, securities or assets provided for in such paragraph. The
      term “Company” shall also include any successor corporation to Family Room
      Entertainment Corporation by merger, consolidation or otherwise. The term
“outstanding” when used with reference to Common Stock shall mean at any date as
      of which the number of shares thereof is to be determined, all issued shares
      of
      Common Stock, except shares then owned or held by or for the account of the
      Company. The term “1933 Act” shall mean the Securities Act of 1933, as amended,
      or any successor Federal statute, and the rules and regulations of the
      Securities and Exchange Commission, or any other Federal agency then
      administering the 1933 Act, thereunder, all as the same shall be in effect
      at
      the time. 

     

    9.  This
      Warrant is exchangeable, upon the surrender hereby by the Holder at the office
      or agency of the Company, for new Warrants of like tenor representing in the
      aggregate the right to subscribe for and purchase the number of shares of Common
      Stock which may be subscribed for and purchased hereunder, each of such new
      Warrants to represent the right to subscribe for and purchase such number of
      shares of Common Stock as shall be designated by the Holder at the time of
      such
      surrender. Upon receipt of evidence satisfactory to the Company of the loss,
      theft, destruction or mutilation of this Warrant or any such new Warrants and,
      in the case of any such loss, theft, or destruction, upon delivery of a bond
      of
      indemnity, reasonably satisfactory to the Company, or, in the case of any such
      mutilation, upon surrender or cancellation of this Warrant or such new Warrants,
      the Company will issue to the Holder a new Warrant of like tenor, in lieu of
      this Warrant or such new Warrants, representing the right to subscribe for
      and
      purchase the number of shares of Common Stock which may be subscribed for and
      purchased hereunder. 

     

    10.  The
      Company will at no time close its transfer books against the transfer of this
      Warrant or of any shares of Common Stock issued or issuable upon the exercise
      of
      this Warrant in any manner which interferes with the timely exercise of this
      Warrant. This Warrant shall not entitle the Holder to any voting rights or
      any
      rights as a shareholder of the Company. The rights and obligations of the
      Company, of the Holder, and of any holder of shares of Common Stock issuable
      hereunder, shall survive the exercise of this Warrant. 

     

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    11.  This
      Warrant sets forth the entire agreement of the Company and the Holder of the
      Common Stock issuable upon the exercise of this Warrant with respect to the
      rights of the Holder and the Common Stock issuable upon the exercise of this
      Warrant, notwithstanding the knowledge of such Holder of any other agreement
      or
      the provisions of any agreement, whether or not known to the Holder, and the
      Company represents that there are no agreements inconsistent with the terms
      hereof or which purport in any way to bind the Holder of this Warrant or the
      Common Stock. 

     

    12.  The
      validity, interpretation and performance of this Warrant and each of its terms
      and provisions shall be governed by the laws of the State of California.


     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer under its corporate seal and dated as of __________, 2006.
      

     

    Family
      Room Entertainment Corporation

     

    


    By:
      __________________________

    Name:
      George Furla

    Title:
      Chief Executive Officer


    
      
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    FORM
      OF
      ELECTION TO PURCHASE

     

    


     

    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the Warrant to which this form applies, issued by Family Room
      Entertainment Corporation ("FMLY"))

     

    To
      Family
      Room Entertainment Corporation:

     

    The
      undersigned hereby irrevocably elects to purchase __________ shares of common
      stock, $0.01 par value per share, of FMLY (the "Common
      Stock")
      and,
      if such Holder is not utilizing the cashless exercise provisions set forth
      in
      this Warrant, encloses herewith $________ in cash, certified or official bank
      check or checks, which sum represents the aggregate Exercise Price (as defined
      in the Warrant) for the number of shares of Common Stock to which this Form
      of
      Election to Purchase relates, together with any applicable taxes payable by
      the
      undersigned pursuant to the Warrant.

     

    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of

     

    PLEASE
      INSERT SOCIAL SECURITY          OR

    TAX
      IDENTIFICATION NUMBER

     

     

     

    (Please
      print name and address)

    


    


    


    


    Dated:  ,
           Name
      of
      Holder:

     

    (Print)

     

    (By:)

    (Name:)

    (Title:)

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant)

     

    


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