Unassociated Document


     

    EXHIBIT
      10.2

     

    WARRANT

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
      OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
      SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
      ACT.

     

    
      	 	
              Void
                after

            
	 	
              January
                30, 2011

            


    

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

     

    This
      Warrant is issued to Remington Partners, Inc. A California Corporation
      (“Holder”) by Debut Broadcasting Corporation, Inc., a Nevada corporation (the
“Company”), pursuant to the terms of the Promissory Note dated January 21, 2008
      (the “Note”) by and between Company and Holder.

     

    1. Purchase
      of Shares.
      Subject
      to the terms and conditions hereinafter set forth, the holder of this Warrant
      is
      entitled, upon surrender of this Warrant at the principal office of the Company
      (or at such other place as the Company shall notify the holder hereof in
      writing), to purchase from the Company Sixty Two Thousand, Five Hundred (62,500)
      shares of Common Stock of the Company, exercisable pursuant to Section 2 of
      this
      Warrant. The shares of Common Stock issuable pursuant to this Section 1 (the
      “Shares”) shall also be subject to adjustment pursuant to Section 8
      hereof.

     

    2. Purchase
      Price.
      The
      purchase price for the Shares shall be One Dollar ($1.00) per share, subject
      to
      adjustment pursuant to Section 8 hereof (such price, as adjusted from time
      to
      time, is herein referred to as the “Exercise Price”).

     

    3. Exercise
      Period.
      This
      Warrant is exercisable at the earlier of any time before January 30, 2011,
      or
      upon sale of the Company, sale of substantially all of the assets of the
      Company, or a merger or consolidation of the Company with any other person,
      corporation or entity, that involves a “Change in Control.” There is a “Change
      in Control” if, as result of a merger, consolidation or sale of assets, the
      holders of the Company’s voting securities prior to the change, end up holding
      less than fifty percent (50%) of the total voting power represented by the
      voting securities of the surviving or successor corporation after the
      change.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    4. Method
      of Exercise.
      While
      this Warrant remains outstanding and exercisable in accordance with Section
      3
      above, the holder may exercise, in whole or in part, the purchase rights
      evidenced hereby. Such exercise shall be effected by:

     

    (a) the
      surrender of the Warrant, together with a duly executed copy of the form of
      subscription attached hereto, to the Secretary of the Company at its principal
      offices; and

     

    (b) the
      payment to the Company of an amount equal to the aggregate Exercise Price for
      the number of Shares being purchased.

     

    5. Net
      Exercise.
      In lieu
      of cash exercising this Warrant, the holder of this Warrant may elect to receive
      shares equal to the value of this Warrant (or the portion thereof being
      canceled) by surrender of this Warrant at the principal office of the Company
      together with notice of such election, in which event the Company shall issue
      to
      the holder hereof a number of Shares 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 of this Warrant.

              
	 	 	 
	 	
                Y
                  -- 

              	
                The
                  number of shares of Common Stock purchasable under this
                  Warrant.

              
	 	 	 
	 	
                A
                  --

              	
                The
                  fair market value of one share of the Company’s Common
                  Stock.

              
	 	 	 
	 	
                B
                  --

              	
                The
                  Exercise Price (as adjusted to the date of such
                  calculations).

              


      

    

     

    For
      purposes of this Paragraph 5, the fair market value of the Common Stock, if
      publicly traded, shall be the five day average of the reported closing price
      each day of the Shares for the five days immediately preceding the exercise
      of
      this Warrant. If the Shares are not publicly traded, their fair market value
      shall be the price per share that the Company could obtain from a willing buyer
      for shares of Common Stock sold by the Company from authorized but unissued
      shares, as such prices shall be determined by reference to the most recent
      sale
      or issuance by the Company of Common Stock.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. Certificates
      for Shares.
      Upon
      the exercise of the purchase rights evidenced by this Warrant, the Company
      shall
      issue one or more certificates for the number of Shares so purchased, as
      directed by Creditor, as soon as practicable thereafter, and in any event within
      thirty (30) days of the delivery of the subscription notice.

     

    7. Issuance
      of Shares; Covenants of Company.
      The
      Company covenants that the Shares, when issued pursuant to the exercise of
      this
      Warrant, will be duly and validly issued, fully paid and nonassessable and
      free
      from all taxes, liens, and charges with respect to the issuance
      thereof.

     

    8. Adjustment
      of Exercise Price and Number of Shares.
      The
      number of and kind of securities purchasable upon exercise of this Warrant
      and
      the Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a) Subdivisions,
      Combinations and Other Issuances.
      If the
      Company shall at any time prior to the expiration of this Warrant subdivide
      its
      Common Stock, by split-up or otherwise, or combine its Common Stock, or issue
      additional shares of its Common Stock as a dividend with respect to any shares
      of its Common Stock, the number of Shares issuable on the exercise of this
      Warrant shall forthwith be proportionately increased in the case of a
      subdivision or stock dividend, or proportionately decreased in the case of
      a
      combination. Appropriate adjustments shall also be made to the purchase price
      payable per share, but the aggregate purchase price payable for the total number
      of Shares purchasable under this Warrant (as adjusted) shall remain the same.
      Any adjustment under this Section 8(a) shall become effective at the close
      of
      business on the date the subdivision or combination becomes effective, or as
      of
      the record date of such dividend, or in the event that no record date is fixed,
      upon the making of such dividend.

     

    (b) Reclassification,
      Reorganization and Consolidation.
      In case
      of any reclassification, capital reorganization, or change in the Common Stock
      of the Company (other than as a result of a subdivision, combination, or stock
      dividend provided for in Section 8(a) above), then, as a condition of such
      reclassification, reorganization, or change, lawful provision shall be made,
      and
      duly executed documents evidencing the same from the Company or its successor
      shall be delivered to the holder of this Warrant, so that the holder of this
      Warrant shall have the right at any time prior to the expiration of this Warrant
      to purchase, at a total price equal to that payable upon the exercise of this
      Warrant, the kind and amount of shares of stock and other securities and
      property receivable in connection with such reclassification, reorganization,
      or
      change by a holder of the same number of shares of Common Stock as were
      purchasable by the holder of this Warrant immediately prior to such
      reclassification, reorganization, or change. In any such case appropriate
      provisions shall be made with respect to the rights and interest of the holder
      of this Warrant so that the provisions hereof shall thereafter be applicable
      with respect to any shares of stock or other securities and property deliverable
      upon exercise hereof, and appropriate adjustments shall be made to the purchase
      price per share payable hereunder, provided the aggregate purchase price shall
      remain the same.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) Notice
      of Adjustment.
      When
      any adjustment is required to be made in the number or kind of shares
      purchasable upon exercise of the Warrant, or in the Warrant Price, the Company
      shall promptly notify the holder of such event and of the number of shares
      of
      Common Stock or other securities or property thereafter purchasable upon
      exercise of this Warrant.

     

    9. No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant, but in lieu of such fractional shares the Company
      shall make a cash payment therefor on the basis of the Warrant Price then in
      effect.

     

    10. No
      Stockholder Rights.
      Prior
      to exercise of this Warrant, the holder shall not be entitled to any rights
      of a
      shareholder with respect to the Shares, including (without limitation) the
      right
      to vote such Shares, receive dividends or other distributions thereon, exercise
      preemptive rights or be notified of shareholder meetings, and such holder shall
      not be entitled to any notice or other communication concerning the business
      or
      affairs of the Company.

     

    11. Successors
      and Assigns.
      The
      terms and provisions of this Warrant and the Purchase Note shall inure to the
      benefit of, and be binding upon, the Company and the holders hereof and their
      respective successors and assigns.

     

    12. Amendments
      and Waivers.
      Any
      term of this Warrant may be amended and the observance of any term of this
      Warrant may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company and
      the
      holder of this Warrant. Any waiver or amendment effected in accordance with
      this
      Section shall be binding upon each holder of any Shares purchased under this
      Warrant at the time outstanding (including securities into which such Shares
      have been converted), each future holder of all such Shares, and the
      Company.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    13 Governing
      Law.
      This
      Warrant shall be governed by the laws of the State of California as applied
      to
      Notes among California residents made and to be performed entirely within the
      State of California.

     

    Date:
      January 20, 2008

     

    
      	 	 	 	DEBUT BROADCASTING CORPORATION,
              INC.,
	 	 	 	a Nevada corporation
	 	 	 	 
	 	 	 	 
	 	 	 	By: Steven
              Ludwig                  

	
            	 	 	
            
	 	 	 	 


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION

     

     

    DEBUT
      BROADCASTING CORPORATION, Inc. 

    Attention:
      Corporate Secretary

     

    The
      undersigned hereby elects to purchase, pursuant to the provisions of the Warrant
      to Purchase Shares of Common Stock of DEBUT BROADCASTING CORPORATION, INC.,
      the
      number of Shares of Common Stock of the corporation, Inc. set forth
      below.

     

    Payment
      of the exercise price per share required under such Warrant accompanies this
      Subscription.

     

    
      	 	
            
	 	  

	 	
              By:
                

            
	 	
              Title:

            


    

    
 

     

    
      	Number
              of Shares being exercised:	 


    

     

     

     

    
      	Name
              in
              which shares should be registered:	 


    

       

    
      
        
        

      

      
        6