Exhibit
10.6


 


THE WARRANTS REPRESENTED
BY THIS CERTIFICATE AND THE COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE
OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE
PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR AN OPINION
REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL TO THE HOLDER THAT SAID
SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED, AS THE CASE
MAY BE, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAW.  BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE
REPRESENTS THAT IT IS ACQUIRING THIS WARRANT FOR INVESTMENT PURPOSES.


 


YOUTHSTREAM MEDIA NETWORKS, INC.

Warrant
Certificate

to Purchase Common Stock, $.01 par value

Expiring August 31, 2008


 


This Warrant Certificate certifies that JONATHAN V.
DIAMOND or registered assigns (“Holder”), is the registered holder of FOUR
HUNDRED THOUSAND (400,000) Warrants expiring as set forth herein (the
“Warrants”) to purchase common stock, $.01 par value per share (the “Common
Stock”), of YouthStream Media Networks, Inc., a Delaware corporation (the
“Company”).  Each Warrant entitles the
Holder upon exercise to receive from the Company one fully paid and
non-assessable share of Common Stock at the purchase price per share (the
“Exercise Price”) of Eleven Cents ($.11), payable in cash, by certified or bank
check (except in the case of a Net Issue Exercise), upon surrender of this
Warrant Certificate and payment of the applicable Exercise Price (except in the
case of a Net Issue Exercise) at the office or agency of the Company, but only
subject to the conditions set forth herein. 
The foregoing Exercise Price and the number of shares of Common Stock
issuable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events set forth herein.


 


NO WARRANT MAY BE EXERCISED AFTER 5:00 P.M., LOS
ANGELES, CALIFORNIA TIME ON 
AUGUST 31, 2008 AND TO THE EXTENT NOT EXERCISED BY SUCH TIME, SUCH
WARRANTS SHALL BECOME VOID.


 


The Warrants are subject to the following additional
terms:


 


SECTION 1.  Registration
of Transfers and Exchanges.  Subject
to compliance with the terms of this Warrant Certificate, the Company shall
from time to time register the transfer of this Warrant Certificate upon the
records to be maintained by it for that purpose, upon surrender thereof accompanied
(if so required by it) by a written instrument or instruments of transfer in
form satisfactory to the Company, duly executed by the registered Holder hereof
or by the duly appointed legal representative thereof or by a duly authorized
attorney.  Upon any such


 

















 


registration or transfer, a new Warrant Certificate shall be issued to
the transferee(s) and the surrendered Warrant Certificate shall be canceled by
the Company.


 


The Holder of the Warrants represented by this Warrant
Certificate agrees that prior to any proposed transfer of the Warrants or of
the shares of Common Stock, if such transfer is not made pursuant to an
effective Registration Statement under the Securities Act of 1933, as amended
(the “Act”), such Holder shall deliver to the Company an opinion of counsel,
reasonably satisfactory in form and substance to the Company, and from counsel
reasonably satisfactory to the Company, that the Warrants or shares of Common
Stock may be so sold without registration under the Act.


 


The Warrant Holder agrees that each certificate
representing  shares of Common Stock
will bear the following legend:


 


“The securities evidenced
or constituted hereby 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 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.”


 


The Company may deem and treat the registered Holder
hereof as the absolute owner of the Warrants (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the Holder hereof, and for all other
purposes, and the Company shall not be affected by any notices to the
contrary.  The Warrants do not entitle
the Holder hereof to any rights of a stockholder of the Company.


 


SECTION 2.  Terms
of Warrants; Exercise of Warrants. 
Subject to the terms contained herein, the Holder of this Warrant
Certificate shall have the right, which may be exercised at any time and from
time to time, until 5:00 p.m., Los Angeles, California time, on August 31,
2008, to purchase and receive from the Company the number of validly issued,
fully paid and non-assessable  shares of
Common Stock which the Holder may at the time and from time to time be entitled
to receive on exercise of the Warrants represented by this Warrant Certificate
and payment of the applicable Exercise Price then in effect for such shares of
Common Stock.  Each Warrant not
exercised prior to 5:00 p.m., Los Angeles, California time, on August 31,
2008 shall become void, and all rights hereunder and all rights in respect
thereof hereunder shall cease as of such time.


 


A Warrant may be exercised upon surrender to the
Company at its principal office of this Warrant Certificate with the Purchase
Form attached hereto duly completed and signed, and upon payment to the Company
for the account of the Company of the applicable Exercise Price, as adjusted as
herein provided, for the number of shares of Common Stock in respect of which
such Warrants are then exercised. 
Payment of the aggregate Exercise Price shall be made in cash, by
certified or official bank check payable to the order of the Company, except in
the case of a Net Issue Exercise.


 


2

















 


Notwithstanding any
provisions herein to the contrary, if the fair market value of one (1) Warrant
Share is greater than the Exercise Price (at the date of calculation as set
forth below), in lieu of exercising this Warrant for cash, the Holder may elect
to receive (the “Net Issue Exercise”) shares of Common Stock equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant Certificate at the principal office of the Company
together with the properly endorsed Purchase form in which event the Company
shall issue to the Holder the number of shares of Common Stock computed using
the following formula:


 


	
  X =

  	
  Y (A - B)

  
	
  A

  



 


	
  Where

  	
  X =

  	
  the number of shares of
  Common Stock to be issued to the Holder

  
	
   

  	
   

  	
   

  
	
   

  	
  Y =

  	
  the number of shares of
  Common Stock purchasable under this Warrant Agreement or, if only a portion
  of the Warrants are being exercised, the portion of the Warrants being
  cancelled (at the date of such cancellation)

  
	
   

  	
   

  	
   

  
	
   

  	
  A =

  	
  the fair market value
  of one (1) share of Common Stock (at the date of such calculation)

  
	
   

  	
   

  	
   

  
	
   

  	
  B =

  	
  Exercise Price

  



 


For purposes of the above
calculation, the fair market value of one (1) share of Common Stock shall be
determined by the product of (i) the average of the closing bid and asked
prices of the Company’s common stock quoted in the Over-The-Counter Market
Summary or the last reported sales price of the Company’s common stock or
closing price quoted on the NASDAQ National Market or on any exchange on which
the Company’s common stock is listed, whichever is applicable, as published in
the Western Edition of the Wall Street Journal for the five (5) trading days
prior to the date of determination of the fair market value; and (ii) the
number of shares of Common Stock.


 


An example of the above
provision is as follows:  if the Holder
elects to purchase one hundred thousand (100,000) shares of Common Stock and
the fair market value of one (1) share of Common Stock is Fifty Cents ($0.50),
the formula would be:


 


	
  X =

  	
  100,000 (.50 - .11)

  	
  =  78,000

  
	
  .50

  



 


Therefore, in this
example, the Holder must surrender twenty-two thousand (22,000)  shares Common Stock to purchase seventy
eight thousand (78,000) shares of Common Stock under this Section 2.


 


Subject to the provisions of Section 3 hereof, upon
such surrender of this Warrant Certificate and payment of the applicable
Exercise Price or exercise of the Net Issue Exercise election, the Company
shall issue and cause to be delivered with all reasonable dispatch to the


 


3

















 


Holder of this Warrant Certificate a certificate or certificates for
the number of full shares of Common Stock issuable upon the exercise of such
Warrants.  Such certificate or
certificates for the shares of Common Stock shall be deemed to have been issued
and, subject to applicable federal and state securities laws and regulations,
any person so designated to be named therein shall be deemed to have become a
holder of record of such shares of Common Stock as of the date of the surrender
of this Warrant Certificate and payment of the applicable Exercise Price.  Such certificate or certificates for the
shares of  Common Stock shall bear the
legend set forth in Section 1 hereto. 
If the exercise is for less than all the shares of Common Stock, a new
Warrant Certificate shall be issued for the remaining shares of Common Stock.


 


The Warrants shall be exercisable by the Holder in
whole or in part, but not for less than One Thousand (1,000)  shares of Common Stock at a time or such
lesser number of shares which may then constitute the maximum number
purchasable; such number being subject to adjustment as provided in
Section 6 below.


 


SECTION 3.  Payment
of Taxes.  The Company will pay any
documentary stamp taxes attributable to the initial issuance of shares of
Common Stock upon the exercise of such Holder’s Warrants.


 


SECTION 4.  Mutilated
or Missing Warrant Certificates.  In
case this Warrant Certificate shall be mutilated, lost, stolen or destroyed,
the Company may in its discretion issue, in exchange and substitution for and
upon cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence satisfactory to the Company of such
loss, theft or destruction of such Warrant Certificate and indemnity, if
requested, also satisfactory to it.  An
applicant for such substitute Warrant Certificate shall also comply with such
other reasonable requirements and pay such other reasonable charges as the
Company may prescribe.


 


SECTION 5.  Reservation
of  Shares of Common Stock.  The Company will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its authorized and issued
shares of Common Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue shares of Common Stock upon exercise of Warrants,
the maximum number of shares of Common Stock which may then be deliverable upon
the exercise of all outstanding Warrants.


 


The Company or, if appointed, the transfer agent for
the shares of Common Stock (the “Transfer Agent”) and every subsequent transfer
agent for any shares of the Company’s capital stock issuable upon the exercise
of any of the rights of purchase aforesaid will be irrevocably authorized and
directed at all times to reserve such number of authorized shares as shall be
required for such purpose.  The Company
will keep a copy of this Warrant Certificate on file with the Transfer Agent
and with every subsequent transfer agent for any shares of the Company’s
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrants.  The Company will
supply such Transfer Agent with duly executed certificates for such purposes.
The Company will furnish such Transfer Agent a copy of all notices of
adjustments and certificates related thereto transmitted to the Holder pursuant
to Section 8 hereof.


 


4

















 


Before taking any action which would cause an
adjustment to the Exercise Price in accordance with Section 6 hereof, the
Company will take any corporate action which may, in the opinion of its counsel
(which may be counsel employed by the Company), be necessary in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock at the Exercise Price as so adjusted.


 


The Company covenants that all shares of Common Stock
which may be issued upon exercise of Warrants will, upon issue, be validly
issued, fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof,
other than those created by the Holder of such Warrants.


 


SECTION 6.  Adjustment
of Exercise Prices and Number of Shares of Common Stock Issuable.  The Exercise Price and the number of shares
of Common Stock issuable upon the exercise of each Warrant are subject to
adjustment from time to time upon the occurrence of the events enumerated in
this Section 6.  The Exercise Price
shall be adjusted simultaneously upon occurrence of such events.  For purposes of this Section 6, “Common
Stock” means shares now or hereafter authorized of any class of common stock of
the Company and any other stock of the Company, however designated, that has
the right (subject to any prior rights of any class or series of preferred
stock) to participate in any distribution of the assets or earnings of the
Company without limit as to per share amount.


 


6.1                                 In
case the Company shall at any time after the date of original issuance hereof
do any of the following: (i) pay a dividend or make a distribution on its
capital stock in shares of Common Stock, (ii) subdivide its outstanding shares
of Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issue by reclassification of its Common Stock
any shares of capital stock of the Company; then immediately after the
distribution date of such stock dividend or the effective date of such
subdivision, split-up, combination or reclassification, as the case may be, the
number of shares of Common Stock which the registered Holder of this Warrant is
entitled to purchase hereunder and the Exercise Price of such shares of Common
Stock shall be appropriately adjusted so that the registered Holder hereof
shall be entitled to purchase the number of shares of Common Stock that such
Holder would have held after such stock dividend, subdivision, split-up,
combination or reclassification, as the case may be, at the aggregate Exercise
Price such Holder would have paid for such shares of Common Stock, if such had
exercised the Warrants represented by this Warrant Certificate prior to such
event.


 


6.2                                 In
case of any consolidation or merger to which the Company is a party other than
a merger or consolidation in which the Company is the continuing corporation,
or in case of any sale or conveyance to another corporation of the property of
the Company as an entirety or substantially as an entirety, or in case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Company), lawful and adequate provisions shall be made whereby the registered
Holder of this Warrant Certificate shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions specified in this
Warrant Certificate and in lieu of the shares of Common Stock immediately
theretofore


 


5

















 


purchasable hereunder and
receivable upon the exercise of the Warrants, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for a
number of outstanding shares of Common Stock equal to the number of outstanding
shares of Common Stock immediately theretofore purchasable and receivable upon
the exercise of the Warrants represented by this Warrant Certificate, and in
any such case appropriate provision shall be made with respect to the rights
and interests of the registered Holder of this Warrant Certificate to the end
that the provisions hereof (including without limitation, to the extent provided
herein, provisions for adjustments of the Exercise Price and of the number of
shares of Common Stock purchasable and receivable upon the exercise of the
Warrants represented by this Warrant Certificate) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof.  The Company will not effect any such
consolidation, merger or sale, unless prior to the consummation thereof the
successor entity (if other than the Company) resulting from such consolidation
or merger or the entity purchasing such assets shall assume by written
instrument executed and delivered to the registered Holder of this Warrant
Certificate, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provision, such
registered Holder of this Warrant Certificate may be entitled to purchase.  Notice of any such consolidation, merger,
statutory exchange, sale or conveyance, and of the provisions so proposed to be
made, shall be mailed to the registered Holder of this Warrant Certificate not
less than forth-five (45) days prior to such event or promptly upon the
Company’s receiving notice thereof.  A
sale of all or substantially all of the assets of the Company for a
consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.


 


6.3                                 Before
taking any action which would cause an adjustment reducing either the Exercise
Price below the then par value of the shares of Common Stock issuable upon the
exercise of the Warrants, the Company will take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of such Common
Stock at such adjusted Exercise Price.


 


6.4                                 In
case at any time or from time to time, conditions arise by reason of action
taken by the Company, which in the opinion of its Board of Directors or the
Holder of this Warrant Certificate, are not adequately covered by the
provisions of this Warrant Certificate, and might adversely affect the exercise
rights of the Holder of this Warrant Certificate, then the Board of Directors
of the Company shall appoint a firm of independent certified public accountants
of recognized national standing (which may be the firm regularly retained by
the Company), who shall give their opinion upon the adjustment, if any, on a
basis consistent with the standards established in the other provisions of this
Warrant Certificate, necessary with respect to the Exercise Price or the number
of shares of Common Stock issuable upon exercise of the Warrants, so as to
preserve, without dilution, the exercise rights of the Holder of this Warrant
Certificate and the number of shares of Common Stock issuable upon exercise of
the Warrants by the Holder hereof to the extent contemplated by this
Section 6.  Upon receipt of such
opinion, which shall be conclusive and binding on the Company and the Holder,
the Board of Directors of the Company shall forthwith make the adjustments
provided therein.


 


SECTION 7.  Fractional
Interests.  The Company shall not be
required to issue fractional shares of Common Stock on the exercise of
Warrants.  If more than one Warrant
shall be presented for exercise in full at the time by the same Holder, the
number of full shares of Common Stock which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of shares of
Common Stock purchasable on exercise of the Warrants so presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 7,


 


6

















 


be issuable upon exercise of any Warrants (or specified portion thereof),
the Company shall issue a full Warrant Share in lieu of such fractional share.


 


SECTION 8.  Notices
to the Warrant Holder.  Upon any
adjustment of the Exercise Price and/or the number of  shares of Common Stock issuable upon exercise of the Warrants pursuant
to Section 6, the Company shall promptly thereafter cause to be given to
the Warrant Holder, a certificate setting forth the Exercise Price and/or the
number of shares of Common Stock issuable upon exercise of the Warrants after
such adjustment and setting forth in reasonable detail the method of
calculation and the facts upon which such calculations are based.  Where appropriate, such notice to the
Warrant Holder may be given in advance and included as a part of the notice
required to be mailed under the other provisions of this Section 8.


 


In case:


 


8.1                                 the
Company shall authorize the issuance to holders of shares of Common Stock of
rights, options or warrants to subscribe for or purchase shares of Common Stock
or of any other subscription rights or warrants, other than pursuant to a plan
approved by the stockholders of the Company; or


 


8.2                                 the
Company shall authorize the distribution to holders of shares of Common Stock
of evidences of its indebtedness or assets (other than cash dividends or cash
distributions payable out of consolidated earnings); or


 


8.3                                 of
any consolidation or merger to which the Company is a party and for which
approval of any stock-holders of the Company is required, or of the conveyance
or transfer of the properties and assets of the Company substantially as an
entirety, or of any reclassification or change of Common Stock issuable upon
exercise of the Warrants (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or a tender offer or exchange offer for shares of
Common Stock; or


 


8.4                                 of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company; or


 


8.5                                 the
Company proposes to take any action which would require an adjustment of the
Exercise Price or the number of shares of Common Stock issuable upon exercise
of the Warrants pursuant to Section 6;


 


then the Company shall
promptly give to the registered Holders of the Warrant Certificates at their
respective addresses appearing on the Warrant register by first-class mail,
postage prepaid, a written notice describing the specific details of such
contemplated action, including, without limitation (i) the date as of which the
Holders of record of shares of Common Stock to be entitled to receive any such
rights, options, warrants or distribution are to be determined, or (ii) the
initial expiration date set forth in any tender offer or exchange offer for
shares of Common Stock, or (iii) the date on which any such consolidation,
merger, conveyance, transfer, dissolution, liquidation or winding up is
expected to become effective or consummated, and the date as of which it is
expected that Holders of record of shares of Common Stock shall be entitled to
exchange such shares for securities or other property, if any, deliverable upon
such


 


7

















 


reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up.


 


SECTION 9.                                Registration Rights.  Unless otherwise registered, the Company
agrees to register the shares of Common Stock issuable hereunder on a form S-8
Registration Statement, if they may be so registered on that form, within 120
days after written demand from the Holder is received by the Company.  The Holder has certain additional
registration rights as set forth in the Warrant Registration Rights Agreement
between the Holder and the Company, of even date herewith.


 


SECTION 10.                          Notices.  Any notice, request, instruction or other
document to be given hereunder shall be in writing, shall be deemed to have
been duly given or delivered when delivered personally or telecopied (receipt
confirmed, with a copy sent by certified or registered mail as set forth
herein) or sent by certified or registered mail, postage prepaid, return
receipt requested, or by Federal Express or other reputable overnight delivery
service, to the address of the party set forth below or to such address as the
party to whom notice is to be given may provide in a written notice to the
Company, a copy of which written notice shall be on file with the Secretary of
the Company:


 


To the Company:


 


YouthStream Media
Networks, Inc.

244 Madison Avenue, PMB #358

New York, NY 10016

Attention:  President


 


To the Registered Holder:


 


At the address of such
Registered Holder on the register maintained pursuant to Section 1 hereof.


 


SECTION 11.                          Amendments.  This Warrant Certificate may only be amended
or modified by a written instrument executed by the Company and the registered
Holders of 100% of the issued and outstanding Warrants.


 


SECTION 12.                          Governing Law.  This Warrant Certificate shall be governed
by and construed under the laws of the State of Delaware, without reference to
choice or conflict of laws principles.


 


IN WITNESS WHEREOF, the Company has caused this
Warrant Certificate to be duly executed and delivered by its Chief Financial
Officer, as authorized by the Company’s Board of Directors.


 


 


	
  Dated:  August 13, 2003

  	
  YOUTHSTREAM MEDIA
  NETWORKS,

  
	
   

  	
  A Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert N.
  Weingarten

  	
   

  
	
   

  	
   

  	
  Robert N. Weingarten,
  Chief Financial Officer

  



 


8

















 


YOUTHSTREAM
MEDIA NETWORKS, INC.


 


PURCHASE FORM


 


Number of Warrants
exercised
                              


 


The undersigned hereby irrevocably elects to exercise
the right represented by this Warrant Certificate to purchase:
(a)                            shares
of Common Stock and herewith tenders in payment for such shares
$                            in
cash or by cashier’s check,  or (b)
                                    
shares of Common Stock pursuant to a Net Issue Exercise, in accordance with the
terms of the Warrant Certificate .  The
undersigned requests that a certificate representing such shares be registered
and delivered as follows:


 


	
  Name:

  	
   

  	
   

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
  Delivery Address:

  	
   

  	
   

  
	
  (if different)

  	
   

  	
   

  



 


9

















 


ASSIGNMENT


 


(To be signed only
upon assignment of Warrant)


 


	
  FOR VALUE RECEIVED, the
  undersigned hereby sells, assigns and transfers unto

  
	
   

  	 

	
   

  	 




 


(Name and Address of
Assignee Must be Printed or Typewritten)


 


	
   

  	
             /                  /           

  	
   

  
	
   

  	
  (Insert Social
  Security No. or

  	
   

  
	
   

  	
  other
  identifying number of Assignee)

  	
   

  



 


the within Warrant,
hereby irrevocably constituting and appointing
                                 
attorney to transfer said Warrant on the books of the Company with full power
of substitution in the premises.


 


	
  DATED:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of Registered
  Holder

  



 


	
  Signature Guaranteed:

  	
  NOTE: The above
  signature must correspond with the name as written on the face of this
  Warrant Certificate.