Exhibit 10.15


 


WARRANT HOLDER RIGHTS AGREEMENT


 


This Warrant Holder Rights
Agreement (“Agreement”) is made as of the 28th day of August 2003, by and
between YouthStream Media Networks, Inc., a Delaware corporation (“Company”)
and Jess M. Ravich and Tia P. Ravich, Trustees of the Ravich Revocable Trust of
1989 (“Holder”). The parties hereby agree as follows:


 


1.             CERTAIN DEFINITIONS.


 


As used in this Agreement, the
following terms shall have the following meanings:


 


“Commission” shall mean the
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.


 


“Company’s Common Stock” or
“Common Stock” shall mean the Common Stock, par value $0.01 per share, of the
Company.


 


A “Controlling Person” of a
particular entity shall mean a person that controls such entity within the
meaning of Section 14 of the Securities Act.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


“Holder” shall mean Holder and
any other person holding Registrable Securities to whom the rights under the
Agreement have been transferred in accordance with Section 9 hereof.


 


“Public Offering” means an
underwritten public offering of the Company pursuant to an effective
registration statement under the Securities Act.


 


“Registrable Securities” shall
mean (i) the Shares; (ii) any Common Stock of the Company issued or issuable in
respect of the Shares upon any stock split, stock dividend, recapitalization,
or similar event, or any Common Stock otherwise issued or issuable with respect
to the Shares; and (iii) any other shares of Common Stock held by any Holder


 


The terms “Register,”
“Registered” and “Registration” shall refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities
Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registration Expenses” shall
mean all expenses, except as otherwise stated below, incurred by the Company
including, without limitation all registration, qualification and filing fees,
printing expenses, escrow fees, messenger and delivery expenses, fees and
disbursements of counsel, accountants, investment bankers and other person
retained by the Company, blue sky 


 

















 


fees and expenses, and the expenses of
any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company, which shall be
paid in any event by the Company).


 


“Restricted Securities” shall
mean the Warrants, the Shares and any other securities issued in respect of the
Shares upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Selling Expenses” shall mean
all underwriting discounts, selling commissions and stock transfer taxes
applicable to the securities registered by the Holders.


 


“Shares” shall mean the shares
of the Company’s Common Stock issuable to a Holder pursuant to the exercise by
such Holder of the Warrants.


 


“Warrants” shall mean the
warrants issued to Holder to purchase 100,000 Shares (subject to adjustment),
by Warrant Certificate dated of even date herewith.


 


2.             RESTRICTIONS UPON TRANSFER.


 


Each certificate representing
Restricted Securities shall be stamped or otherwise imprinted with a legend in
the form provided in Exhibit A attached hereto (in addition to any legend
required under applicable state securities laws). Holder hereby consents to the
Company making a notation on its records and giving instructions to any
transfer agent of the Company’s Common Stock in order to implement the
restrictions on transfer established in this Agreement.


 


3.             COMPANY REGISTRATION.


 


3.1.          Notice of Registration. If at any time or from time
to time the Company shall determine to register any of its Common Stock, either
for its own account or the account of security holders, other than (i) a
registration on Form S-8 or otherwise relating solely to employee benefit
plans, (ii) a registration on Form S-4, or (iii) a registration on any other
form which does not permit secondary sales, the Company will:


 


(a) promptly give to each Holder
written notice thereof; and


 


(b) except as set forth in
Section 3.2 below, include in such registration and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all Registrable Securities as are specified in a written
request or requests, actually received by the Company within 15 days after
receipt of such written notice from the Company, by any Holder.


 


3.2.          Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as 


 


2

















 


a part of the written notice given
pursuant to Section 3.1(a). In such event the right of any Holder to
registration pursuant to Section 3.1 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. All
Holder’s proposing to distribute their securities through such underwriting
shall (together with the Company and the other holders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by
the Company. The foregoing shall include, without limitation, such powers of
attorney and escrow agreements as the underwriters may require. Notwithstanding
any other provision of Section 3.1, if the managing underwriter determines
that marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the Registrable Securities to
be included in such registration. If any Holder disapproves of the terms of any
such underwriting, it may elect to withdraw therefrom by written notice to the
Company and the managing underwriter.


 


3.3.          Company Termination of Registration. The Company
reserves the right to terminate any such registration at anytime and for any
reason without liability to any Holder.


 


3.4.          Expenses. All Selling Expenses relating to
securities registered on behalf of the Holders in connection with a
registration pursuant to this Agreement shall be borne by the Holder of such
securities pro rata on the basis of the number of shares so registered and all
Registration Expenses shall be borne by the Company.


 


4.             DELAY OF REGISTRATION.


 


No Holder shall have any right
to obtain or seek an injunction, restraining or otherwise delaying any
registration as the result of any controversy that might arise under this
Agreement.


 


5.             REGISTRATION PROCEDURES.


 


5.1.          In the case of each registration, qualification or
compliance effected by the Company pursuant to this Agreement, the Company will
keep each Holder advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. The Company
will:


 


(a) Prepare and file with the
Commission a registration statement with respect to such securities and use its
best efforts to cause such registration statement to become effective; and


 


(b) Furnish to the Holders
participating in such registration and to the underwriters of the securities
being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other document as
such Holders and underwriters may reasonably request in order to facilitate the
public offering of such securities.


 


3

















 


6.             INDEMNIFICATION.


 


6.1.          Indemnification by Company. To the extent permitted
by law, the Company will indemnify each Holder, each of the Holder’s officers,
directors, shareholders, employees, representatives and partners, if any,
Controlling Person of such Holder, with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each Controlling Person of any underwriter,
against all expenses, claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing incurred in any investigation
or inquiry or in any settlement of any litigation commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any registration statement, prospectus,
offering circular or other document, or any amendment or supplement thereto,
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation by the
Company of the Securities Act, the Exchange Act, or any state securities law,
or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any state securities law applicable to the Company in connection with
any such registration, qualification or compliance, and the Company will
reimburse each such Holder, each of the Holder’s officers, directors,
shareholders, employees, representatives and partners, if any, and each such
Controlling Person, each such underwriter and each such Controlling Person of
any such underwriter, for any legal and any other expenses reasonably incurred
in connection with investigating, preparing or defending any such claim, loss,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 6.1 shall not (i) apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld); (ii) apply to any such case for any such loss,
claim, damage, liability, or action to the extent that it arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in connection with such registration statement, preliminary
prospectus, final prospectus, or amendments to supplements thereto, in reliance
upon and in conformity with written information furnished expressly for use in
connection with such registration by and such Holder, underwriter, or
Controlling Person; or (iii) inure to the benefit of any underwriter from whom
the person asserting any such loss, claim, damage or liability purchased the
Registrable Securities which are the subject thereof (or to the benefit of any
person controlling such underwriter) with respect to a preliminary prospectus
or final prospectus if such underwriter (if required by the Act) failed to send
or give a copy of the most recent prospectus, if the most recent prospectus
furnished by the Company shall correct the untrue statement or alleged untrue
statement or omission or alleged omission which is the basis of the loss,
claim, damage, liability, or action for which indemnification is sought, to
such person at or prior to the written confirmation of the sale of such
Registrable Securities to such person. This indemnity will be in addition to
any liability which the Company may otherwise have.


 


6.2.          Indemnification by Holders. To the extent permitted
by law, each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors,
officers, shareholders, employees, representatives, attorneys and partners,
each 


 


4

















 


Controlling Person of the Company or
such underwriter, and each other Holder, each of such other Holder’s officers,
directors, shareholders, employees, representatives and partners and each
Controlling Person of such other Holder, against all claims, losses, damages
and liabilities (or actions in respect thereof), including any of the foregoing
incurred in any investigation or inquiry or in any settlement of any
litigation, commenced or threatened, arising out of based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
such registration statement, prospectus, offering circular or other document,
or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act, the Exchange
Act or any state securities law, or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any state securities law applicable to
the Company in connection with any such registration, qualification or
compliance, and each Holder will reimburse the Company, such other Holders,
such directors, officers, shareholders, employees, representatives, attorneys,
partners, such underwriters and such Controlling Person for any legal or any
other expenses actually incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue
statement), omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document or such violation
(or alleged violation) is committed, in reliance upon and in conformity with
written information furnished to the Company by an instrument duly executed by
such Holder and stated to be specifically for use in any such registration
statement, prospectus, offering circular or other document; provided, however,
that the indemnity agreement contained in this Section 8.2 shall not (i)
apply to amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld); or (ii) inure to the
benefit of any underwriter from whom the person asserting any such loss, claim
damage or liability purchased the Registrable Securities which are the subject
thereof (or to the benefit of any person controlling such underwriter) with
respect to a preliminary prospectus or final prospectus if such underwriter (if
required by the Act) failed to send or give a copy of the most recent
prospectus, if the most recent prospectus furnished by the Company shall
correct the untrue statement or alleged untrue statement or omission or alleged
omission which is the basis of the loss, claim, damage, liability, or action
for which indemnification is sought, to such person at or prior to the written
confirmation of the sale of such Registrable Securities to such person. This
indemnity will be in addition to any liability which each Holder may otherwise
have.


 


6.3.          Defense of Claims. Each party entitled to
indemnification under Section 6.1 or 6.2 (the “Indemnified Party”) shall
give written notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party’s expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnified Party of
its obligations under the Agreement unless the failure to give


 


5

















 


such notice is materially prejudicial
to an Indemnified Party’s ability to defend such action. Notwithstanding the
foregoing, however, (i) if the Indemnified Party reasonably determines that
there may be a conflict between the position of the Indemnified Party and of
the Indemnified Party in connection with the defense of such action, suit,
investigation, inquiry or other proceeding or that there may be legal defenses
available to such Indemnified Party different from or in addition to those
available to the Indemnified Party, then counsel for the Indemnified Party
shall be entitled to conduct a defense to the extent reasonably determined by
such counsel to be necessary to protect the interest of the Indemnified Party,
and (ii) in any event, the Indemnified Party shall be entitled to have counsel
chosen by such Indemnified Party participate in, but not to conduct, the
defense. No Indemnified Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement that does not include as a
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.


 


6.4.          Contribution. If the indemnification provided in
either Section 6.1 or Section 6.2 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
loss, liability, claim, damage or expense referred to therein, then the
Indemnified Party thereunder shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnified Party on the one hand, and of the Indemnified Party, on the
other hand, in connection with the statements or omissions which resulted in
such loss, liability, claim, damage or expense as well as any other relevant
equitable considerations. The relative fault of the Indemnified Party and of
the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Indemnified Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission, provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 1.1(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Each party entitled to
contribution agrees that upon service of a summons or other initial legal
process upon such party in connection with any action instituted against such
party in respect of which contribution may be sought, such party will promptly
give written notice of such service to the party or parties from whom
contribution may be sought, but the omission to notify such party or parties of
any such service shall not relieve the party from whom contribution may be
sought from any obligation such party or parties may have hereunder, or
otherwise (except as specifically provided in Section 6.3 above.)


 


7.             INFORMATION FROM HOLDERS.


 


The Holder or Holders of
Registrable Securities included in any registration shall, as a condition
precedent to the Company’s obligation to register the securities of such Holder
or Holders, furnish to the Company such information regarding such Holder or
Holders, the Registrable Securities held by them and the distribution proposed
by such Holder or Holders as the Company may request in writing and as shall be
required in connection with any registration, 


 


6

















 


qualification or compliance referred to
in this Agreement. At the request of the Company, each Holder who is including
any Registrable Securities in the registration shall deposit in escrow with an
escrow agent chosen by the Company those Registrable Securities which such
Holder proposes to sell, accompanied by an irrevocable power of attorney
authorizing the escrow agent to, without limitation, sell such Registrable
Securities to the underwriter upon the effectiveness of the Registrable
Securities.


 


8.             STANDOFF AGREEMENT.


 


Each Holder agrees, in
connection with any public offering of the Company’s Common Stock, upon request
of the Company or the underwriters managing such public offering of the
Company’s Common Stock, not to sell, make any short sale of, loan, grant any
option or right to purchase, or otherwise dispose of in any public sale or
distribution, any Registrable Securities or any securities convertible into or
exchangeable or exercisable for Common Stock (other than those included in the
registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time before and after (not
to exceed 60 days before and 180 days after) the effective date of such
registration as may be requested by the underwriters; provided, that the
officers and directors of the Company who own Common Stock of the Company also
agree to such restrictions on the shares held by them.


 


9.             TRANSFER OF RIGHTS.


 


The registration rights
hereunder may be assigned only to any party who acquires the Registrable
Securities; provided, however that no party may be assigned any of the foregoing
rights unless the Company is given written notice by the assigning party at the
time of such assignment stating the name and address of the assignee and
identifying the securities of the Company as to which the rights in question
are being assigned; and provided further that any such assignee shall receive
such assigned rights subject to all the terms and conditions of this Agreement.


 


10.           TERMINATION OF REGISTRATION RIGHTS.


 


The right of any Holder to
request registration or inclusion in any Registration pursuant to
Section 3 hereof shall terminate at such time as such Holder may sell all
Registrable Securities owned by him under Rule 144 during any 90-day period.


 


11.           MISCELLANEOUS.


 


11.1.        Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least 66-2/3% of the Registrable Securities.


 


7

















 


11.2.        Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telecopier, or air courier guaranteeing overnight
delivery.


 


(a) if a Holder of Registrable
Securities, at the most current address given by such Holder to the Company in
accordance with the provisions of this Section 11.2, which address
initially is as follows:


 


Jess M. Ravich, Trustee


Ravich Revocable Trust of 1989


11766 Wilshire Blvd., #870


Los Angeles, CA 90025


 


and thereafter at such other address,
notice of which is given in accordance with the provisions of this
Section 11.2.


 


(b) if to the Company, initially
at:


 


YouthStream Media Networks, Inc.


244 Madison Avenue, PMB #358


New York, NY 10016


 


and thereafter at such other address,
notice of which is given in accordance with the provisions of this
Section 11.2.


 


All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five business days after being deposited in
the mail, first class postage prepaid, if mailed; when receipt acknowledged, if
telecopied; and on the next business day if timely delivered to an air courier
guaranteeing overnight delivery.


 


11.3.        Successors and Assigns. Subject to the provisions of
Section 9 hereof, this Agreement shall inure to the benefit of and binding
upon the successors and assigns of each of the parties, including without
limitation and without the need for an express assignment, subsequent Holders
of Registrable Securities.


 


11.4.        Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.


 


11.5.        Headings. The headings of this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


8

















 


11.6.        Governing Law. This Agreement is to be governed by and
construed in accordance with the laws of the State of Delaware.


 


11.7.        Attorneys’ Fees. If either the Company or any Holder
shall bring an action against the other by reason of the breach of any
covenant, provision or condition hereof, or otherwise arising out of this
Agreement, the unsuccessful party shall pay to the prevailing party its
reasonable attorneys’ fees and costs in addition to any other relief to which
it may be entitled.


 


11.8.        Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


11.9.        Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
the exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Company with respect to the Registrable Securities. This Agreement supersedes
all prior agreements and understanding between the parties with respect to such
subject matter.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  YOUTHSTREAM MEDIA NETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert N. Weingarten

  	
   

  
	
   

  	
   

  	
  Robert N. Weingarten

  
	
   

  	
   

  	
  Its: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  “HOLDER”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/ Jess M. Ravich

  	
   

  
	
   

  	
   

  	
  Jess M. Ravich, Trustee of the

  Ravich Revocable Trust of 1989

  
					



 


9

















 


Exhibit A


 


FORM OF STOCK
CERTIFICATE LEGEND


 


“The securities evidenced by this
certificate have been acquired for investment purposes and have not been
registered under the Securities Act of 1933, as amended. Such securities may
not be sold, transferred, pledged or hypothecated unless (i) effected in
compliance with that certain Warrant Holder Rights Agreement, dated as of
August 28, 2003, between the Company and Jess M. Ravich and Tia P. Ravich,
Trustees of the Ravich Revocable Trust of 1989, and (iii) the registration
provisions of said Act and any applicable state securities or “blue sky” laws
have been complied with or the Company has received an opinion of counsel
reasonably satisfactory to the Company that such registration is not required.”


 


10