Exhibit
10.14


 


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 Jonathan V. Diamond (“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
a part of the written notice given pursuant to Section 3.1(a). In such
event the right of any Holder 


 


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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.


 


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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 Controlling Person of
the Company or such underwriter, and each other Holder, each of such 


 


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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 such notice is materially prejudicial to an Indemnified
Party’s ability to defend such action. 


 


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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, qualification or compliance
referred to in this Agreement. At the request of the Company, each 


 


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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.


 


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


 


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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:


 


Jonathan V. Diamond


374 West 11th Street
#7


New York, NY 10014


Attn: President


 


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.


 


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


 


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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/ Jonathan V. Diamond

  	
   

  
	
   

  	
   

  	
  Jonathan V. Diamond

  
						



 


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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 Jonathan V. Diamond, 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.”


 


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