Exhibit
10.7


 


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 the Ravich
Revocable Trust of 1989 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 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


 


5

















 


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.

  



 


10