ex10-2.htm


    Exhibit
      A

    


    WARRANT

    


    VOID
      AFTER 5:00 P.M., EASTERN TIME, ON JANUARY 15, 2013, OR IF NOT A BUSINESS DAY,
      AS
      DEFINED HEREIN, AT 5:00 P.M., EASTERN TIME ON THE NEXT BUSINESS DAY.

    


    WARRANT
      TO PURCHASE 131,558 SHARES OF COMMON STOCK OF

     

    THEATER
      XTREME ENTERTAINMENT GROUP, INC.

     

    
      	
              NO.
                W-

            	
                 January
                15, 2008

            


    

    


    TRANSFER
      RESTRICTED - - SEE
      SECTION 6.02

    


    For
      good and valuable consideration,
      the receipt and adequacy of which are hereby acknowledged by Theater Xtreme Entertainment
      Group,
      Inc., a Florida corporation (the “Company”), and intending
      to
      be legally bound hereby, the Company hereby grants to, and its registered,
      permitted assigns (collectively, the “Warrantholder”), subject to
      the terms and conditions hereof, the right and option to purchase One Hundred Thirty One Thousand
      Five
      Hundred Fifty Eight (131,558) fully-paid and nonassessable shares of the
      Company’s common stock, par value ($.001) per share (the “Common Stock”).

    


    ARTICLE
      I

     

    Section
      1.01. Definition
      of
      Terms.  As used in this Warrant, the following capitalized
      terms shall have the following respective meanings:

     

    (a) Business
      Day:  A day
      other than a Saturday, Sunday or other day on which banks in the State of Delaware are authorized by
      law
      to remain closed.

     

    (b) Common
      Stock
      Equivalents:  Securities that are convertible into or
      exercisable or exchangeable for shares of Common Stock or of which Common Stock
      is a part.

     

    (c) Exercise
      Price Per
      Share:  Fifty Cents ($0.50), subject to adjustment as provided
      in Article III hereof.

     

    (d) Securities
      Act:  The
      Securities Act of 1933, as amended.

     

    (e) Warrant:  This
      warrant, and all other warrants that may be issued in its place or in exchange
      or satisfaction therefor, including without limitation, any issued pursuant
      to
      Section 2.02(c) hereof.

     

    (f) Warrant
      Expiration
      Date:  5:00 P.M., Eastern time, on January 15, 2013 or, if such
      day is not a Business Day, the next day which is a Business Day.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (g) Warrantholder:  The
      person(s) or entity(ies) to whom this Warrant is originally issued, or any
      successor in interest thereto, or any assignee or transferee thereof, in whose
      name this Warrant is registered upon the Warrant Register or other books
      maintained by the Company for that purpose.

     

    ARTICLE
      II

     

    Duration
      and Exercise of
      Warrant

    


    Section
      2.01. Duration
      of
      Warrant.  Subject to the terms contained herein, this Warrant
      may be exercised from time to time, on or before the Warrant Expiration
      Date.  If this Warrant is not exercised in full on or before the
      Warrant Expiration Date, it shall become void to the extent not exercised,
      and
      all unexercised rights hereunder shall thereupon cease.

     

    Section
      2.02. Exercise
      of
      Warrant.  (a) The Warrantholder may exercise this Warrant, in
      whole or in part by presentation and surrender of this Warrant to the Company
      at
      its corporate office at 250
      Corporate Boulevard, Suite E, Newark, DE 19702, with the Subscription
      Form annexed hereto duly executed and accompanied by payment (by certified
      or
      official bank check payable to the order of the Company) of the Exercise Price
      Per Share for each share to be purchased pursuant to such Subscription
      Form.

     

    (b) Upon
      the
      Company's receipt of this Warrant with the Subscription Form duly executed
      and
      accompanied by payment of the Exercise Price Per Share for each share to be
      purchased pursuant to such Subscription Form as set forth in subsection (a)
      of
      this Section 2.02, the Company shall promptly cause to be issued certificates
      for the total number of whole shares of Common Stock which constitute the number
      of shares for which this Warrant is being exercised (adjusted to reflect the
      effect of the antidilution provisions contained in Article III hereof, if any,
      and as provided in Section 4.04 hereof) in such denominations as have been
      requested on the Subscription Form, and the Company shall thereupon cause such
      certificates to be delivered to the Warrantholder promptly.

     

    (c) In
      case
      the Warrantholder shall exercise this Warrant with respect to fewer than all
      of
      the shares which may be purchased under this Warrant, the Company shall promptly
      execute a new warrant in the form of this Warrant for the balance of such shares
      and promptly deliver such new warrant to the Warrantholder.

     

    (d) The
      Company shall pay any and all documentary, stamp, transfer or other
      transactional taxes attributable to the issuance of this Warrant or any shares
      issuable upon exercise of this Warrant.  The Company shall not,
      however, be required to pay any tax imposed on income or gross receipts of
      the
      Warrantholder or any tax which may be payable by the Warrantholder in respect
      of
      any transfer involved in the issuance or delivery of this Warrant in a name
      other than that of the Warrantholder at the time of surrender and, until the
      payment of such tax, shall not be required to issue any such
      securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      III

     

    Adjustment
      of Shares of Common Stock

    Purchasable
      and of Exercise
      Price

    


    The
      Exercise Price Per Share and the number and kind of shares of capital stock
      issuable upon exercise of this Warrant shall be subject to adjustment from
      time
      to time upon the happening of certain events as provided in this Article
      III.

    


    Section
      3.01. Adjustments.
(a)
      If at any
      time prior to the exercise of this Warrant in full, the Company shall (i) pay
      a
      dividend or make a distribution on its shares of Common Stock in either case
      in
      shares of Common Stock or other securities of the Company; (ii) subdivide,
      reclassify or recapitalize its outstanding Common Stock into a greater number
      of
      shares; (iii) combine, reclassify or recapitalize its outstanding 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 the Exercise Price Per
      Share in effect at the time of the record date of such dividend, distribution,
      subdivision, combination, reclassification or recapitalization, and the
      aggregate number and kind of securities purchasable hereunder shall be equitably
      adjusted to the extent (if any) necessary so that the Warrantholder shall be
      entitled to receive, upon exercise of this Warrant, the aggregate number and
      kind of securities which, if this Warrant had been exercised in full immediately
      prior to the time of such dividend, distribution, subdivision, combination,
      reclassification, or recapitalization such Warrantholder would have owned upon
      such exercise(s) and been entitled to receive upon such dividend, distribution,
      subdivision, combination, reclassification or recapitalization in exchange
      for
      the aggregate exercise price which would have been required to be paid by the
      Warrantholder.  Any adjustment required by this subsection (a) shall
      be made each time an event listed in this subsection (a) shall
      occur.

     

    (b) No
      adjustment in the Exercise Price Per Share shall be required unless such
      adjustment would require an increase or decrease of at least five cents ($.05)
      in such price; provided, however,
      that any
      adjustment which by reason of this subsection (c) is not required to be made
      shall be carried forward and taken into account in any subsequent
      adjustment.  All calculations under this Section 3.01 shall be made to
      the nearest cent or to the nearest one-hundredth of a share, as the case may
      be.

     

    (c) If
      at any
      time, as a result of any adjustment made pursuant to subsection (a) of this
      Section 3.01, the Warrantholder shall become entitled to receive any securities
      of the Company other than Common Stock, thereafter the number of such securities
      so receivable upon exercise of any Warrant shall be subject to adjustment from
      time to time in a manner and on terms as nearly equivalent as practicable to
      the
      provisions with respect to the Common Stock contained in this Section
      3.01.

     

    (d) If,
      as a
      result of an adjustment made pursuant to this Article III, the Warrantholder
      shall become entitled to receive shares of two or more classes of capital stock
      or shares of Common Stock and other securities of the Company (other than as
      may
      be contemplated by this Warrant), the Board of Directors (whose determination
      shall be conclusive and shall be described in a written notice to the
      Warrantholder promptly after such adjustment) shall determine in good faith
      the
      allocation of the adjusted per share price between or among such shares or
      classes of capital stock or shares of Common Stock and of other securities,
      as
      the case may be.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      3.02. Notice
      of
      Adjustment.  Whenever the number of shares purchasable
      hereunder or the Exercise Price Per Share is adjusted as herein provided, the
      Company shall prepare and deliver to the Warrantholder a certificate signed
      by
      its President or a Vice President and by its Treasurer or Secretary, setting
      forth the adjusted number of shares purchasable upon exercise of this Warrant,
      and the Exercise Price of such securities after such adjustment, setting forth
      a
      brief statement of the facts requiring such adjustment and setting forth the
      computation by which such adjustment was made.

     

    Section
      3.03. No
      Adjustment for
      Dividends.  No adjustment in respect of any cash dividends
      shall be made during the term of this Warrant or upon the exercise of this
      Warrant.

     

    Section
      3.04. Preservation
      of Purchase Rights in
      Certain Transactions.  In case of any capital reorganization,
      or any consolidation or merger to which the Company is a party, or in case
      of
      any sale or conveyance to another entity of all or substantially all of the
      assets of the Company, or in the case of any statutory exchange of securities
      with another entity (including any exchange effected in connection with a merger
      of another corporation into the Company), the Warrantholder shall have the
      right
      thereafter to receive on the exercise of this Warrant the kind and amount of
      securities, cash or other property which the Warrantholder would have owned
      or
      have been entitled to receive immediately after such reorganization,
      consolidation, merger, exchange, sale or conveyance if this Warrant had been
      exercised immediately prior to the effective date of such reorganization,
      consolidation, merger, exchange, sale or conveyance and in any such case, if
      necessary, appropriate adjustment shall be made in the application of the
      provisions set forth in this Article III with respect to the rights and
      interests thereafter of the Warrantholder to the end that the provisions set
      forth in this Article III shall thereafter correspondingly be made applicable,
      as nearly as may reasonably be possible, in relation to any shares of stock
      or
      other securities or property thereafter deliverable on the exercise of this
      Warrant.  The provisions of this Section 3.04 shall similarly apply to
      successive reorganizations, consolidations, mergers, exchanges, sales or
      conveyances which occur prior to the exercise, repurchase or expiration of
      this
      Warrant.  The issuer of any shares of capital stock or other
      securities or property thereafter deliverable on the exercise of this Warrant
      shall be jointly and severally liable for all of the agreements and obligations
      of the Company hereunder.

     

    Section
      3.05. Form
      of Warrant After
      Adjustments.  The form of this Warrant need not be changed
      because of any adjustments in the Exercise Price Per Share or the number or
      kind
      of shares or other securities purchasable hereunder.

     

    ARTICLE
      IV

     

    Other
      Provisions Relating

    to
      Rights of
      Warrantholder

    


    Section
      4.01. No
      Rights
      as Stockholders; Notice to Warrantholder.  Nothing contained in
      this Warrant shall be construed as conferring on the Warrantholder in its
      position as such or upon its transferees the right to vote or to receive
      dividends or to consent or to receive notice as a stockholder in respect of
      any
      meeting of stockholders for the election of directors of the Company or of
      any
      other matter, or any other rights whatsoever as stockholders of the
      Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4.02. Lost,
      Stolen, Mutilated or Destroyed
      Warrants.  If this Warrant is lost, stolen, mutilated or
      destroyed, the Company may, on such terms as to indemnity or otherwise as it
      may
      in its reasonable discretion impose (which shall, in the case of a mutilated
      Warrant, include the surrender thereof), issue a new Warrant of like
      denomination and tenor as, and in substitution for, this Warrant.

     

    Section
      4.03. No
      Fractional
      Shares.  Anything contained herein to the contrary
      notwithstanding, the Company shall not be required to issue any fraction of
      a
      share in connection with the exercise of this Warrant, and in any case where
      the
      Warrantholder would, except for the provisions of this Section 4.04, be entitled
      under the terms of this Warrant to receive a fraction of a share upon the
      exercise of this Warrant, the Company shall, upon the exercise of this Warrant
      and receipt of the Exercise Price Per Share, issue the smaller number of whole
      shares purchasable upon exercise of this Warrant and shall make an equitable
      cash adjustment in respect of such fraction of a share to which the
      Warrantholder would otherwise be entitled.

     

    ARTICLE
      V

     

    Treatment
      of
      Warrantholder

    


    Prior
      to
      due presentment for registration or transfer of all or any portion of this
      Warrant in compliance with Section 6.02 hereof, the Company may deem and treat
      the Warrantholder as the absolute owner of this Warrant (notwithstanding any
      notation of ownership or other writing hereon) for all purposes and shall not
      be
      affected by any notice to the contrary.  Upon such due presentment,
      the Company shall register the transfer and the assignee on its books and
      records.

    


    ARTICLE
      VI

     

    Split-Up,
      Combination.

    Exchange
      and Transfer of
      Warrants

    


    Section
      6.01. Split-Up,
      Combination, Exchange and Transfer of Warrants. Subject to the provisions
      of Section 6.02 hereof, this Warrant may be split up, combined or exchanged
      for
      another Warrant or Warrants containing the same terms to purchase a like
      aggregate number of shares of Common Stock.  If the Warrantholder
      desires to split up, combine or exchange this Warrant, it shall make such
      request in writing delivered to the Company and shall surrender to the Company
      this Warrant and any other Warrant to be so split up, combined or
      exchanged.  Upon any such surrender for a split up, combination or
      exchange, the Company shall execute and deliver to the person entitled thereto
      a
      Warrant or Warrants, as the case may be, as so requested.  The Company
      shall not be required to effect any split up, combination or exchange which
      will
      result in the issuance of a Warrant entitling the Warrantholder to purchase
      upon
      exercise a fraction of a share of Common Stock.  The Company may
      require such Warrantholder to pay a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any split up,
      combination or exchange of Warrants.  This Warrant may be transferred
      by a Holder in whole or in part, at any time
      and
      from time to time, subject to the restrictions set forth in Section
      6.02.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      6.02. Restrictions
      on
      Transfer.  Neither this Warrant nor any of the shares of Common
      Stock issuable upon the exercise hereof may be sold, hypothecated, assigned
      or
      transferred (any such action, a "Transfer"), unless (i) the
      Company has received from counsel satisfactory to the Company an opinion
      reasonably satisfactory to the Company that such Transfer may be made without
      compliance with the registration provisions of the Securities Act or any other
      applicable securities law and that the proposed Transfer may be made without
      violation of the Securities Act or any other applicable securities law, or
      (ii)
      a registration statement filed by the Company covering the securities to be
      Transferred is in effect under the Securities Act and all other applicable
      securities laws.

     

    


    ARTICLE
      VII

     

    Securities
      Laws Compliance Procedures

    


    Section
      7.01. Securities
      Laws Compliance
      Procedures. Warrantholder represents and acknowledges that (i) he or she
      knows, or has had the opportunity to acquire, all information concerning the
      business, affairs, financial condition and prospects of the Company which it
      deems relevant to making a fully informed decision regarding the consummation
      of
      the transactions contemplated hereby and (ii) it has been supplied with copies
      of the Company's latest annual report on Form 10-K, the Company's latest
      quarterly report on Form 10-Q, the Company's latest proxy statement, and the
      Company's latest annual report to stockholders.  Without intending any
      limitation on the generality of the foregoing, Warrantholder understands and
      acknowledges that neither the Company nor anyone acting on its behalf has made
      any representations or warranties other than those contained herein respecting
      the Company or the future conduct of Company's business and Warrantholder has
      not relied upon any representations or warranties other than those contained
      herein in the belief that they were made on behalf of the Company.

     

    Section
      7.02. No
      Registration Obligation.
Warrantholder understands and acknowledges that neither this Warrant
      nor
      any of the shares issuable upon exercise of this Warrant have been registered
      under the Securities Act or any state securities law and that the Company has
      no
      obligation to effect any such registration.

     

    ARTICLE
      VIII

     

    Other
      Matters

     

    Section
      8.01. Expenses
      of
      Transfer.  The Company shall from time to time promptly pay,
      subject to the provisions of Section 6.01 and subsection (d) of Section 2.02,
      all documentary, stamp, transfer or other transactional taxes that may be
      imposed upon the Company in respect to the issuance or delivery of securities
      issuable upon the exercise of this Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      8.02. Successors
      and
      Assigns.  All the covenants, obligations and provisions of this
      Warrant by or for the benefit of the Company and the Warrantholder shall also
      bind and inure to the benefit of their respective successors and assigns
      hereunder.

     

    Section
      8.03. Governing
      Law.  This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware,
      without regard to the law of conflicts.

     

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

     

    Section
      8.05. Integration/Entire
      Agreement.  This Warrant is intended by the parties as a final
      expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the parties hereto in respect
      of
      the subject matter contained herein.  This Warrant supersedes all
      prior agreements and understandings between the parties with respect to such
      subject matter.

     

    Section
      8.06. Notices.  Notice
      or
      demand pursuant to this Warrant to be given or made shall be sufficiently given
      or made if sent by registered or certified mail, postage prepaid, or by
      overnight courier, addressed, until another address is designated in writing
      by
      the intended recipient in the manner set forth in this Section 8.06, as
      follows:

     

    
      	
              As
                to Company:

            	
              Theater
                Xtreme Entertainment Group, Inc.

            
	 	
              250
                Corporate Blvd, Suite E

            
	 	
              Newark,
                DE  19702

            
	 	
              Attn:
                Chief Financial Officer

            
	 	 
	
              As
                to Warrantholder:

            	 
	 	 
	 	 


    

    


    Section
      8.07. Headings.  The
      headings herein have been inserted for convenience of reference only and are
      not
      part of this Warrant and shall not affect the interpretation
      thereof.

     

    IN
      WITNESS WHEREOF, this
      Warrant has been duly executed by the Company as of the day and year first
      above
      written.

    


    THEATER
      XTREME ENTERTAINMENT GROUP, INC.

    


    


    
      	 	
              By:

            	
              /s/
                Scott R. Oglum

            
	 	
              Name:

            	
              Scott
                R. Oglum

            
	 	
              Title:

            	
              CEO

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

    


    


    


    (To
      be
      executed only upon assignment of Warrant Certificate)

    


    


    


    For
      value received, _______________
      hereby sells, assigns and transfers unto _____ the within Warrant No. _______,
      together with all right, title and interest therein, and does hereby irrevocably
      constitute and appoint ___________ attorney, to transfer the said Warrant
      Certificate on the books of ___________________________, Inc. with respect
      to
      the number of shares set forth below, with full power of substitution in the
      premises:

    


    
      	
              Name(s)

              of
                Assignee(s)

            	
              Address

            	
              No.

              of
                Shares

            	
              Taxpayer

              Identification
                No.

            
	 	 	 	 
	 	 	 	 


    

    


    


    If
      this
      Assignment shall not be for the right to purchase all the shares under the
      Warrant, a new Warrant shall be issued in the name of the undersigned for the
      remaining balance of such shares.

    


    
      	
              Name:
                __________________________

            	
              Name:
                ____________________________

            
	
              Address:
                _________________________

            	
              Address:
                __________________________

            
	
                         
                     _________________________

            	
                               _________________________

            
	 	 
	
              Signature_________________________

            	
              Signature
                __________________________

            
	 	 
	 	
              Note:

            	
              The
                above signature(s) should correspond exactly with the name on the
                first
                page of this Warrant.  If the Warrant is in more than one name,
                all holders must sign.

            


    

    


    


    


    Dated:
      ___________________, ____


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      FORM

    (To
      be
      executed upon exercise of Warrant)

    


    


    
      	
              To:

            	
              Theater
                Xtreme Entertainment Group, Inc.

            
	 	
              250
                Corporate Boulevard Suite, E&F

            
	 	
              Newark,
                DE  19702

            
	 	
              ATTN:
                CFO

            


    

    


    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant No. __________ for, and to purchase
      thereunder, __________* shares of Common Stock as provided for therein, and
      tenders herewith payment of the purchase price in full in the form of a
      certified or official bank check in the amount of $_____________

    


    The
      undersigned understands that the Shares have not been registered under the
      Securities Act of 1933, as amended (the "Act") or under any state securities
      law, and the Company is under no obligation to do so.  The undersigned
      understands that the Shares may not be resold or otherwise transferred in the
      absence of such applicable registrations or exemptions from the registration
      requirements.  The undersigned understands that it may have to hold
      the Shares for the indefinite future.  The undersigned understands
      that the Shares are "restricted securities" within the meaning of Rule 144
      promulgated under the Act and the Company has no obligation to make any
      information available or to file any reports to permit sales to be made under
      such rule.

    


    The
      undersigned represents and warrants to the Company that it (a) has been advised
      and understands that the Shares may not be transferred without compliance with
      all applicable Federal and state securities laws; and (b) has had all material
      information about the Company's business and financial condition made available
      to it prior to exercise of the Warrant, and that it was afforded the opportunity
      to ask questions of and receive answers from the officers and directors of
      the
      Company with respect to the Company's business affairs and prospects.

    


    The
      undersigned represents and warrants that it is acquiring the Shares for its
      own
      account as principal for investment and not with a view to resale or
      distribution, and that it has such knowledge and experience in financial and
      business matters as will enable it to evaluate the merits and risks of the
      proposed investment in the Shares.

    


    The
      undersigned understands that the Share certificate shall bear a restrictive
      legend with respect to the transferability of the Shares.

    


    Please
      issue a certificate or certificates for such shares of Common Stock in the
      name
      of _____________ with an address of ____________ in the following
      denominations:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              
              

              Number
                of
                Certificate(s)

            	
              Shares
                Evidenced by

              Each
                Certificate

            	
              
              

              Total

            
	 	 	 
	 	 	
              ____________

            
	
              Total

            	 	
              ____________

            


    

    


    


    
      	
              Name:
                _____________________

            	
              Name:____________________________

            
	
              Address:
                ___________________

            	
              Address:
                __________________________

            
	
              Taxpayer
                Identification No.____

            	
              Taxpayer
                Identification No.___________

            
	
              Signature
                ___________________

            	
              Signature
                __________________________

            
	 	 
	 	
              Note:

            	
              The
                above signature(s) should correspond exactly with the name on the
                first
                page of this Warrant.  If the Warrant is in more than one name,
                all holders must sign.

            


    

    
 

    *If
      such
      number of shares shall not be all the shares of Common Stock purchasable under
      the within Warrant Certificate, a new Warrant Certificate shall be issued in
      the
      name of the undersigned for the balance remaining of the shares of Common Stock
      purchasable thereunder.

    


    


    


    


    Dated:
      ____________, ____