Exhibit 4.1


 


NEITHER
THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


MMA MEDIA INC.


WARRANT


 


	
  Warrant No. [    ]

  	
   

  	
  Dated: January 29, 2008

  



 


MMA
MEDIA INC., a Delaware corporation (the “Company”), hereby certifies
that, for value received, ARC Investment Partners, LLC, a Delaware limited
liability company, or its registered assigns (the “Holder”), is entitled
to purchase from the Company up to a total of 4,169,951 shares of common stock
(on a post-stock split basis after taking into account the reverse stock split
described in Section 9(a) below) $0.001 par value per share
(the “Common Stock”), of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an exercise
price equal to $1.08 per share (as adjusted from time to time as provided in Section 9,
the “Exercise Price”).  The
Warrant Shares shall vest and are exercisable in accordance with Section 4
at any time and from time to time from and after the date hereof through and
including the 60 month anniversary of the date hereof (the “Expiration Date”),
and subject to the terms and conditions set forth herein.  This Warrant (this “Warrant”) is being
issued pursuant to a Consulting Agreement dated as of January 24, 2008 by
and between the Company the Holder (the “Consulting Agreement”).


 


1.             Definitions.  In addition to the terms defined elsewhere in
this Warrant, capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Consulting Agreement.


 


2.             Registration Rights.  The Company shall register the Warrant Shares
in accordance with the terms of the Consulting Agreement.  The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 


3.             Registration of Transfers.  The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and
signed, to the Company’s transfer agent or to the Company at its address
specified herein.  Upon any such
registration or transfer, a new 


 

















 


warrant
to purchase Common Stock, in substantially the form of this Warrant (any such
new warrant, a “New Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder.  The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of the
Holder of a Warrant.


 


4.             Vesting; Exercise and Duration
of Warrants.


 


(a)           Vesting.  Subject to Section 4(b) below,
the Warrant Shares shall vest and be exercisable on the last day of each
calendar month during the term commencing February, 1, 2008 according to the
following schedule, with the Warrant Shares being fully vested and exercisable
on July 31, 2008:


 




	
  Month

  	
   

  	
  Number of Shares Vesting

  
	
  First through Fifth
  Months

  	
   

  	
  694,991/month

  
	
  Sixth Month

  	
   

  	
  694,996

  
	
  Total:

  	
   

  	
  4,169,951

  






 


(b)           Termination.  In the event the Consulting Agreement is
terminated by the Company for any reason or for no reason, all unvested
portions of the Warrant Shares on the effective date of such termination shall
become fully vested and immediately exercisable.  In the event that the Consulting Agreement is
terminated by the Holder for any reason, all unvested portions of the Warrant
Shares on the effective date of such termination shall be forfeited by the
Holder.


 


(c)           Exercise.  Subject to the vesting requirements set forth
in Section 4(a) and the termination provisions set forth in Section 4(b) above,
this Warrant shall be exercisable by the registered Holder at any time and from
time to time on or after the date hereof to and including the Expiration
Date.  At 5:00 P.M., Los Angeles,
California time on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value.


 


(d)           Procedures for Exercise.  A Holder may exercise this Warrant by
delivering to the Company (i) an exercise notice, in the form attached
hereto (the “Exercise Notice”), appropriately completed and duly signed,
and (ii) payment of the Exercise Price for the number of Warrant Shares as
to which this Warrant is being exercised (which may take the form of a “cashless
exercise” if so indicated in the Exercise Notice and if a “cashless exercise”
may occur at such time pursuant to Section 10 below), and the date
such items are delivered to the Company (as determined in accordance with the
notice provisions hereof) is an “Exercise Date.”  The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder.  Upon the execution and delivery of the
Exercise Notice, the Company shall issue a 


 


 


2

















 


New
Warrant to the Holder evidencing the right to purchase the remaining number of
Warrant Shares.


 


5.             Delivery of Warrant Shares.


 


(a)           Upon exercise of this Warrant, the
Company shall promptly (but in no event later than three business days after
the Exercise Date) issue or cause to be issued and cause to be delivered to or
upon the written order of the Holder and in such name or names as the Holder
may designate, a certificate for the Warrant Shares issuable upon such
exercise, free of restrictive legends unless a registration statement covering
the resale of the Warrant Shares and naming the Holder as a selling stockholder
thereunder is not then effective and the Warrant Shares are not freely
transferable without volume restrictions pursuant to Rule 144 under the
Securities Act.  The Holder, or any
Person so designated by the Holder to receive Warrant Shares, shall be deemed
to have become holder of record of such Warrant Shares as of the Exercise
Date.  The Company shall, upon request of
the Holder, use its best efforts to deliver Warrant Shares hereunder electronically
through the Depository Trust Corporation or another established clearing
corporation performing similar functions.


 


(b)           This Warrant is exercisable, either
in its entirety or, from time to time, for a portion of the number of Warrant
Shares.  Upon surrender of this Warrant
following one or more partial exercises, the Company shall issue or cause to be
issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.


 


(c)           The Company’s obligations to issue
and deliver Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to
the Company or any violation or alleged violation of law by the Holder or any
other Person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the
issuance of Warrant Shares.  Nothing
herein shall limit the Holder’s right to pursue any other remedies available to
it hereunder, at law or in equity, including, without limitation, a decree of
specific performance or injunctive relief with respect to the Company’s failure
to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 


6.             Charges, Taxes and Expenses.  Issuance and delivery of certificates for
shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than that of the
Holder or an Affiliate thereof.  The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


 


 


3

















 


7.             Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary
and reasonable bond or indemnity, if requested. 
Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other
reasonable third-party costs as the Company may prescribe.


 


8.             Reservation of Warrant Shares.  The Company covenants that it will at all
times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9).  The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable.  The Company will take all such actions as may
be necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of
any requirements of any securities exchange or automated quotation system upon
which the Common Stock may be listed.


 


9.             Certain Adjustments.  The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.


 


(a)           Stock Dividends and Splits.  If the Company, at any time while this
Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares (except with respect to the
one-for-nine reverse stock split approved by the Company’s board of directors
to be effective on February 5, 2008), then in each such case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. 
Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or
combination.


 


(b)           Pro Rata Distributions.  If the Company, at any time while this
Warrant is outstanding, distributes to all holders of Common Stock (i) evidences
of its indebtedness, (ii) any security (other than a distribution of
Common Stock covered by the preceding Subsection (a)), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) any other
asset (in each case, “Distributed Property”), then in each such case the
Exercise Price in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution shall be
adjusted (effective on such record date) to equal the product of such 


 


 


4

















 


Exercise
Price times a fraction of which the denominator shall be the average of the
closing price of the Company’s Common Stock (as reflected on the OTCBB, the
American Stock Exchange or the NASDAQ) for the five trading days immediately
prior to (but not including) such record date and of which the numerator shall
be such average less the then fair market value of the Distributed Property
distributed in respect of one outstanding share of Common Stock, as determined
by the Company’s independent certified public accountants that regularly
examine the financial statements of the Company (an “Appraiser”).  In such event, the Holder, after receipt of
the determination by the Appraiser, shall have the right to select an
additional appraiser (which shall be a nationally recognized accounting firm),
in which case such fair market value shall be deemed to equal the average of
the values determined by each of the Appraiser and such appraiser. As an
alternative to the foregoing adjustment to the Exercise Price, at the request
of the Holder delivered before the 90th day after such record date the Company
will deliver to the Holder, within five business days after such request (or,
if later, on the effective date of such distribution), the Distributed Property
that the Holder would have been entitled to receive in respect of the Warrant
Shares for which this Warrant could have been exercised immediately prior to
such record date.  If such Distributed
Property is not delivered to the Holder pursuant to the preceding sentence,
then upon expiration of or any exercise of the Warrant that occurs after such
record date, the Holder shall remain entitled to receive, in addition to the
Warrant Shares otherwise issuable upon such exercise (if applicable), such
Distributed Property.


 


(c)           Fundamental Transactions.  If, at any time while this Warrant is
outstanding, (i) the Company effects any merger or consolidation of the
Company with or into another Person, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of
Common Stock covered by Section 9(a) above) (in any such case,
a “Fundamental Transaction”), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same amount and kind
of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the Holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”).  The aggregate
Exercise Price for this Warrant will not be affected by any such Fundamental
Transaction, but the Company shall apportion such aggregate Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.  In the event of
a Fundamental Transaction, the Company or the successor or purchasing Person,
as the case may be, shall execute with the Holder a written agreement providing
that:


 


 


5

















 


(x)            this Warrant shall
thereafter entitle the Holder to purchase the Alternate Consideration in
accordance with this Section 9(c);


 


(y)           in the case of any
such successor or purchasing Person, upon such consolidation, merger, statutory
exchange, combination, sale or conveyance, such successor or purchasing Person
shall be jointly and severally liable with the Company for the performance of
all of the Company’s obligations under this Warrant and the Consulting
Agreement; and


 


(z)            if registration or
qualification is required under the Securities Exchange Act of 1934, as
amended, or applicable state law for the public resale by the Holder of shares
of stock and other securities so issuable upon exercise of this Warrant, all
rights applicable to registration of the Common Stock issuable upon exercise of
this Warrant shall apply to the Alternate Consideration.


 


If,
in the case of any Fundamental Transaction, the Alternate Consideration
includes shares of stock, other securities, other property or assets of a
Person other than the Company or any such successor or purchasing Person, as
the case may be, in such Fundamental Transaction, then such written agreement
shall also be executed by such other Person and shall contain such additional
provisions to protect the interests of the Holder as the Board of Directors of
the Company shall reasonably consider necessary by reason of the
foregoing.  At the Holder’s request, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing
provisions and evidencing the Holder’s right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof.  The terms of any agreement pursuant to which
a Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this Subsection
(c) and insuring that the Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.  If any
Fundamental Transaction constitutes or results in a change of control, the
Company (or any such successor or surviving entity) will purchase the Warrant
from the Holder for a purchase price, payable in cash within five business days
after such request (or, if later, on the effective date of the Fundamental Transaction),
equal to the Black-Scholes value of the remaining unexercised portion of this
Warrant on the date of such request.


 


(d)           Number of Warrant Shares.  Simultaneously with any adjustments to the
Exercise Price pursuant to Subsections (a) or (b), the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the increased or decreased
number of Warrant Shares shall be the same as the aggregate Exercise Price in
effect immediately prior to such adjustment.


 


(e)           Calculations.  All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable.  The number of shares of
Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock.


 


 


6

















 


(f)            Notice of Adjustments.  Upon the occurrence of each adjustment
pursuant to this Section 9, the Company at its expense will
promptly compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement
of the adjusted Exercise Price and adjusted number or type of Warrant Shares or
other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based.  Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company’s transfer agent.


 


(g)           Notice of Corporate Events.  If the Company (i) declares a dividend
or any other distribution of cash, securities or other property in respect of
its Common Stock, including without limitation any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction,
or (iii) authorizes the voluntary dissolution, liquidation or winding up
of the affairs of the Company, then the Company shall deliver to the Holder a
notice describing the material terms and conditions of such transaction, at
least 20 calendar days prior to the applicable record or effective date on
which a Person would need to hold Common Stock in order to participate in or
vote with respect to such transaction, and the Company will take all steps
reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure
to deliver such notice or any defect therein shall not affect the validity of
the corporate action required to be described in such notice.


 


10.           Payment of Exercise Price.  The Holder shall pay the Exercise Price in
immediately available funds or the Holder may satisfy its obligation to pay the
Exercise Price through a “cashless exercise,” in which event the Company shall
issue to the Holder the number of Warrant Shares determined as follows:


 


X
= Y [(A-B)/A]


 


where:


 


X
= the number of Warrant Shares to be issued to the Holder.


 


Y
= the number of Warrant Shares with respect to which this Warrant is being
exercised.


 


A
= the arithmetic average of the closing prices for the five trading days (as
reflected on the OTCBB for “MMAI.OB”) immediately prior to (but not including)
the Exercise Date.


 


B = the Exercise Price.


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued pursuant to the Consulting
Agreement.


 


 


7

















 


12.           Fractional Shares.  The Company shall not be required to issue or
cause to be issued fractional Warrant Shares upon the exercise of this
Warrant.  If any fraction of a Warrant
Share would, except for the provisions of this Section, be issuable upon
exercise of this Warrant, the number of Warrant Shares to be issued will be
rounded up to the nearest whole share.


 


13.           Notices.  Any and all notices or other communications
or deliveries hereunder (including without limitation any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section prior to 5:00 p.m.
(Los Angeles, California time) on a business day, (ii) the next business
day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section on
a day that is not a business day or later than 5:00 p.m. (Los Angeles,
California time) on any business day, (iii) the business day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to
be given.  The address for such notices
or communications shall be as set forth in the Consulting Agreement.


 


14.           Warrant Agent.  The Company shall serve as warrant agent
under this Warrant.  Upon 30 days’ notice
to the Holder, the Company may appoint a new warrant agent.  Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholders services business
shall be a successor warrant agent under this Warrant without any further act.  Any such successor warrant agent shall
promptly cause notice of its succession as warrant agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder’s last address as
shown on the Warrant Register.


 


15.           Miscellaneous.


 


(a)           Subject to the restrictions on
transfer set forth on the first page hereof, this Warrant may be assigned
by the Holder.  This Warrant may not be
assigned by the Company except to a successor in the event of a Fundamental
Transaction.  This Warrant shall be
binding on and inure to the benefit of the parties hereto and their respective
successors and assigns.  Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. 
This Warrant may be amended only in writing signed by the Company and
the Holder and their successors and assigns.


 


(b)           The Company will not, by amendment of
its governing documents or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment.  Without limiting the
generality of the foregoing, the Company (i) will not increase the par value
of any Warrant Shares above the amount payable therefor on such exercise, (ii) will
take all such action as may be reasonably necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant, and (iii) will not close
its 


 


 


8

















 


stockholder
books or records in any manner which interferes with the timely exercise of
this Warrant.


 


(c)           Governing Law; Venue; Waiver Of Jury
Trial.  All questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by and construed and enforced in accordance with the internal laws of
the State of California, without regard to the principles of conflicts of law
thereof.  Each party agrees that all
legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Warrant (whether brought against a party
hereto or its respective Affiliates, directors, officers, stockholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of Los Angeles, California.  Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the
City of Los Angeles, California for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of this Warrant),
and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner
permitted by law.  Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to this Warrant or the transactions contemplated hereby.  If either party shall commence an action or
proceeding to enforce any provisions of this Warrant, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
reasonable attorneys fees and other reasonable costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding.


 


(d)           The headings herein are for
convenience only, do not constitute a part of this Warrant and shall not be
deemed to limit or affect any of the provisions hereof.


 


(e)           In case any one or more of the
provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this
Warrant shall not in any way be affected or impaired thereby and the parties
will attempt in good faith to agree upon a valid and enforceable provision
which shall be a commercially reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Warrant.


 


[Remainder of This Page Intentionally Left Blank; Signature Page to
Follow]


 


 


9

















 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.


 


	
   

  	
  MMA
  MEDIA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Michael
  Kurdziel

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
				



 


 


10

















 


FORM OF EXERCISE NOTICE


 


(To
be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)


 


To:  MMA Media, Inc.


 


The
undersigned is the Holder of Warrant No.               
(the “Warrant”) issued by MMA Media, Inc., a Delaware corporation
(the “Company”).  Capitalized
terms used herein and not otherwise defined have the respective meanings set
forth in the Warrant.


 


1.                                       The Warrant is
currently exercisable to purchase a total of
                            
Warrant Shares.


 


2.                                       The undersigned
Holder hereby exercises its right to purchase
                                  
Warrant Shares pursuant to the Warrant.


 


3.                                       The Holder
intends that payment of the Exercise Price shall be made as (check one):


 


        
“Cash Exercise” under Section 10


 


        
“Cashless Exercise” under Section 10 (if permitted)


 


4.                                       If the Holder
has elected a Cash Exercise, the Holder shall pay the sum of
$                      
to the Company in accordance with the terms of the Warrant.


 


5.                                       Pursuant to
this exercise, the Company shall deliver to the Holder
                              
Warrant Shares in accordance with the terms of the Warrant.


 


6.                                       Following this
exercise, the Warrant shall be exercisable to purchase a total of
                            
Warrant Shares.


 


	
  Dated:

  	
   

  	
   

  	
  ,

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



                                                                                                     


 


11

















 


FORM OF ASSIGNMENT


 


(To
be completed and signed only upon transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                                                
the right represented by the within Warrant to purchase
                        
shares of Common Stock of MMA Media, Inc. to which the within Warrant
relates and appoints
                                
attorney to transfer said right on the books of MMA Media, Inc. with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  ,

  	
   

  	
  Name
  of Holder:     

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature
  must conform in all respects to name of the Holder as specified on the face
  of the Warrant)

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  In
  the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
								



 


 


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