Unassociated Document


     

    
       

      
        

        

      

      

        Exhibit
          4.1

        


        


        


        Warrant

        


        THIS
          WARRANT AND THE SHARES OF COMMON
          STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
          EITHER
          THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS
          (THE
          "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
          OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER
          EXCEPT
          UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION
          TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE
          COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
          NOT BE IN
          VIOLATION OF THE ACT AND THE STATE ACTS.

        


        WARRANT
          TO PURCHASE 200,000 SHARES OF
          COMMON STOCK

        


        FOREVER
          VALUABLE COLLECTIBLES, INC.

        (a
          Colorado Corporation)

        Not
          Transferable or Exercisable Except

        Upon
          Conditions Herein Specified

        Void
          after 5:00 O'Clock p.m.,

        Mountain
          Standard Time, on November 29, 2012

        


        FOREVER
          VALUABLE COLLECTIBLES,
          INC., a Colorado corporation (the "Company") hereby certifies that A-SQUARED HOLDINGS,
          INC., a
          corporation organized under the laws of the State of Colorado, its registered
          successors and permitted assigns registered on the books of the Company
          maintained for such purposes as the registered holder hereof (the "Holder"),
          for
          value received, is entitled to purchase from the Company the number of
          fully
          paid and non-assessable shares of Common Stock of the Company (the "Shares"),
          stated above at the purchase price of $.001 per Share (the "Exercise Price")
          (the number of Shares and Exercise Price being subject to adjustment as
          hereinafter provided) upon the terms and conditions herein provided.

        


        


        1.
Exercise
          of Warrants.

        


        (a)
          Subject to subsection (b) of this
          Section 1, upon presentation and surrender of this Warrant Certificate,
          with the
          attached Purchase Form duly executed, at the principal office of the Company
          at
          535 16th
          Street,
          Suite 810, Denver, Colorado 80202, or at such other place as the Company
          may
          designate by notice to the Holder hereof, together with a certified or
          bank
          cashier's check payable to the order of the Company in the amount of the
          Exercise Price times the number of Shares being purchased, the Company
          shall
          deliver to the Holder hereof, as promptly as practicable, certificates
          representing the Shares being purchased. This Warrant may be exercised
          in whole
          or in part; and, in case of exercise hereof in part only, the Company,
          upon
          surrender hereof, will deliver to the Holder a new Warrant Certificate
          or
          Warrant Certificates of like tenor entitling the Holder to purchase the
          number
          of Shares as to which this Warrant has not been exercised.

         

                (b)
          This Warrant may
          be exercised in whole or in part at any time prior to 5:00 o'clock P.M.,
          Mountain Standard Time, on November 29, 2012.


        
          
             

          

          
            Exhibit
              4.1 Page 1 of 7

            
              

            

          

          
             

          

        


         

                2.
Exchange
          and Transfer of
          Warrant. This Warrant (a) at any time prior to the exercise hereof, upon
          presentation and surrender to the Company, may be exchanged, alone or with
          other
          Warrants of like tenor registered in the name of the Holder, for another
          Warrant
          or other Warrants of like tenor in the name of such Holder exercisable
          for the
          same aggregate number of Shares as the Warrant or Warrants surrendered,
          and (b)
          may be sold, transferred, hypothecated or assigned, in whole or in part.

         

                3.
Rights
          and Obligations of Warrant
          Holder.

         

                (a)
          The Holder of
          this Warrant Certificate shall not, by virtue hereof, be entitled to any
          rights
          of a stockholder in the Company, either at law or in equity; provided,
          however,
          in the event that any certificate representing the Shares is issued to
          the
          Holder hereof upon exercise of this Warrant, such Holder shall, for all
          purposes, be deemed to have become the holder of record of such Shares
          on the
          date on which this Warrant Certificate, together with a duly executed Purchase
          Form, was surrendered and payment of the Exercise Price was made, irrespective
          of the date of delivery of such Share certificate. The rights of the Holder
          of
          this Warrant are limited to those expressed herein and the Holder of this
          Warrant, by its acceptance hereof, consents to and agrees to be bound by
          and to
          comply with all the provisions of this Warrant Certificate, including,
          without
          limitation, all the obligations imposed upon the Holder hereof by Sections
          2 and
          5 hereof. In addition, the Holder of this Warrant Certificate, by accepting
          the
          same, agrees that the Company may deem and treat the person in whose name
          this
          Warrant Certificate is registered on the books of the Company maintained
          for
          such purpose as the absolute, true and lawful owner for all purposes whatsoever,
          notwithstanding any notation of ownership or other writing thereon, and
          the
          Company shall not be affected by any notice to the contrary.

         

                (b)
          No Holder of this
          Warrant Certificate, as such, shall be entitled to vote or receive distributions
          or to be deemed the holder of Shares for any purpose, nor shall anything
          contained in this Warrant Certificate be construed to confer upon any Holder
          of
          this Warrant Certificate, as such, any of the rights of a stockholder of
          the
          Company or any right to vote, give or withhold consent to any action by
          the
          Company, whether upon any recapitalization, issue of stock, reclassification
          of
          stock, merger, conveyance or otherwise, receive notice of meetings or other
          action affecting stockholders (except for notices provided for herein),
          receive
          distributions, subscription rights, or otherwise, until this Warrant shall
          have
          been exercised and the Shares purchasable upon the exercise thereof shall
          have
          become deliverable as provided herein; provided, however, that any such
          exercise
          on any date when the stock transfer books of the Company shall be closed
          shall
          constitute the person or persons in whose name or names the certificate
          or
          certificates for those Shares are to be issued as the record holder or
          holders
          thereof for all purposes at the opening of business on the next succeeding
          day
          on which such stock transfer books are open, and the Warrant surrendered
          shall
          not be deemed to have been exercised, in whole or in part as the case may
          be,
          until the next succeeding day on which stock transfer books are open for
          the
          purpose of determining entitlement to distributions on the Company's common
          stock.

         

                4.
Shares
          Underlying Warrants.
          The Company covenants and agrees that all Shares delivered upon exercise
          of this
          Warrant shall, upon delivery and payment therefore, be duly and validly
          authorized and issued, fully-paid and non-assessable, and free from all
          stamp
          taxes, liens, and charges with respect to the purchase thereof. In addition,
          the
          Company agrees at all times to reserve and keep available an authorized
          number
          of Shares sufficient to permit the exercise in full of this Warrant.

        



        
          
             

          

          
            Exhibit
              4.1 Page 2 of 7

            
              

            

          

          
             

          

        

         

                5.
Disposition
          of Warrants or
          Shares.

         

                (a)
          The holder of
          this Warrant Certificate and any transferee hereof or of the Shares issuable
          upon the exercise of the Warrant Certificate, by their acceptance hereof,
          hereby
          understand and agree that the Warrant, and the Shares issuable upon the
          exercise
          hereof, have not been registered under either the Securities Act of 1933
          (the
          "Act") or applicable state securities laws (the "State Acts") and shall
          not be
          sold, pledged, hypothecated, donated, or otherwise transferred (whether
          or not
          for consideration) except upon the issuance to the Company of a favorable
          opinion of counsel or submission to the Company of such evidence as may
          be
          satisfactory to counsel to the Company, in each such case, to the effect
          that
          any such transfer shall not be in violation of the Act and the State Acts.
          It
          shall be a condition to the transfer of this Warrant that any transferee
          thereof
          deliver to the Company its written agreement to accept and be bound by
          all of
          the terms and conditions of this Warrant Certificate.

         

                (b)
          The stock
          certificates of the Company that will evidence the shares of Common Stock
          with
          respect to which this Warrant may be exercisable will be imprinted with
          conspicuous legend in substantially the following form:

        


        
          	
                	
                   

                	
                  "The
                    securities represented by this certificate have not been registered
                    under
                    either the Securities Act of 1933 (the "Act") or applicable state
                    securities laws (the "State Acts") and shall not be sold, pledged,
                    hypothecated, donated or otherwise transferred (whether or not
                    for
                    consideration) by the holder except upon the issuance to the
                    Company of a
                    favorable opinion of its counsel or submission to the company
                    of such
                    other evidence as may be satisfactory to counsel of the Company,
                    in each
                    such case, to the effect that any such transfer shall not be
                    in violation
                    of the Act and the State Acts." 

                


        

         

                The
          Company does not
          file, and does not in the foreseeable future contemplate filing, periodic
          reports with the Securities and Exchange Commission ("SEC") pursuant to
          the
          provisions of the Securities Exchange Act of 1934, as amended. Except as
          provided in Section 8 of this Warrant, the Company has not agreed to register
          any of the holder's shares of Common Stock of the Company with respect
          to which
          this Warrant may be exercisable for distribution in accordance with the
          provisions of the Act or the State Acts and, the Company has not agreed
          to
          comply with any exemption from registration under the Act or the State
          Acts for
          the resale of the holder's shares of Common Stock of the Company with respect
          to
          which this Warrant may be exercised. Hence, it is the understanding of
          the
          holders of this Warrant that by virtue of the provisions of certain rules
          respecting "restricted securities" promulgated by the SEC, the shares of
          Common
          Stock of the Company with respect to which this Warrant may be exercisable
          may
          be required to be held indefinitely, unless and until registered under
          the Act
          and the State Acts, unless an exemption from such registration is available,
          in
          which case the holder may still be limited as to the number of shares of
          Common
          Stock of the Company with respect to which this Warrant may be exercised
          that
          may be sold.

         

              

                 6.
Adjustments.
          The number of
          Shares purchasable upon the exercise of each Warrant is subject to adjustment
          from time to time upon the occurrence of any of the events enumerated
          below.

         

                (a)
          In case the
          Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding
          Shares into a greater number of Shares, (iii) combine its outstanding Shares
          into a smaller number of Shares, or (iv) issue, by reclassification of
          its
          Shares, any shares of its capital stock, the amount of Shares purchasable
          upon
          the exercise of each Warrant immediately prior thereto shall be adjusted
          so that
          the Holder shall be entitled to receive upon exercise of the Warrant that
          number
          of Shares which such Holder would have owned or would have been entitled
          to
          receive after the happening of such event had such Holder exercised the
          Warrant
          immediately prior to the record date, in the case of such dividend, or
          the
          effective date, in the case of any such subdivision, combination or
          reclassification. An adjustment made pursuant to this subsection (a) shall
          be
          made whenever any of such events shall occur, but shall become effective
          retroactively after such record date or such effective date, as the case
          may be,
          as to Warrants exercised between such record date or effective date and
          the date
          of happening of any such event.


        
          
             

          

          
            Exhibit
              4.1 Page 3 of 7

            
              

            

          

          
             

          

        


        


         

                (b)
          In case the
          Company shall issue rights or warrants to all holders of its Shares entitling
          them to subscribe for or to purchase Shares at a price per Share which,
          when
          added to the amount of consideration received or receivable by the Company
          for
          such rights or warrants, is less than the Current Market Price (as hereinafter
          defined) per Share at the record date, the number of Shares purchasable
          upon the
          exercise of this Warrant shall be adjusted so that thereafter, until further
          adjusted, each Warrant shall entitle the Holder to purchase that number
          of
          Shares determined by multiplying the number of Shares purchasable hereunder
          by a
          fraction, the numerator of which shall be the number of additional Shares
          issuable upon the exercise of such rights or warrants, and the denominator
          of
          which shall be the number of Shares which an amount equal to the sum of
          (i) the
          aggregate exercise price of the total number of Shares issuable upon the
          exercise of such rights or warrants, and (ii) the aggregate amount of
          consideration, if any, received, or receivable by the Company for such
          rights or
          warrants, would purchase at such Current Market Price. Such adjustment
          shall be
          made whenever such rights or warrants are issued, but shall also be effective
          retroactively as to Warrants exercised between the record date for the
          determination of stockholders entitled to receive such rights or warrants
          and
          the date such rights or warrants are issued.

         

                (c)
          For the purpose
          of any computation under subsection (b) above, the Current Market Price
          per
          Share at any date shall be: (i) if the Shares are listed on any national
          securities exchange, the average of the daily closing prices for the 15
          consecutive business days commencing 20 business days before the day in
          question
          (the "Trading Period"); (ii) if the Shares are not listed on any national
          securities exchange but are quoted on the National Association of Securities
          Dealers, Inc. Automated Quotation System ("NASDAQ"), the average of the
          high and
          low bids as reported by NASDAQ for the Trading Period; and (iii) if the
          Shares
          are neither listed on any national securities exchange nor quoted on NASDAQ,
          the
          higher of (x) the exercise price then in effect, or (y) the tangible book
          value
          per Share as of the end of the Company's immediately preceding fiscal
          year.

         

                (d)
          No adjustment
          shall be required unless such adjustment would require an increase or decrease
          of at least 1% in the number of Shares purchasable hereunder; provided,
          however,
          that any adjustments which by reason of this subsection (d) are not required
          to
          be made shall be carried forward and taken into account in any subsequent
          adjustment. All calculations under this Section 6 shall be made to the
          nearest
          one-hundredth of a Share.

         

                (e)
          No adjustment
          shall be made in any of the following cases:

         

                    (i)
          Upon the grant or exercise of stock options now or hereafter granted, or
          under
          any employee stock option or stock purchase plan now or hereafter authorized,
          to
          the extent that the aggregate of the number of Shares which may be purchased
          under such options and the number of Shares issued under such employee
          stock
          purchase plan is less than or equal to 10% of the number of Shares outstanding
          on January 1 of the year of the grant or exercise;

         

                        (ii)
          Shares issued
          upon the conversion of any of the Company's convertible or exchangeable
          securities;

         

                        (iii)
          Shares issued
          in connection with the acquisition by the Company or by any subsidiary
          of the
          Company of 80% or more of the assets of another corporation or entity,
          and
          Shares issued in connection with the acquisition by the Company or by any
          subsidiary of the Company of 80% or more of the voting shares of another
          corporation (including Shares issued in connection with such acquisition
          of
          voting shares of such other corporation subsequent to the acquisition of
          an
          aggregate of 80% of such voting shares), Shares issued in a merger of the
          Company or a subsidiary of the Company with another corporation in which
          the
          Company or the Company's subsidiary is the surviving corporation, and Shares
          issued upon the conversion of other securities issued in connection with
          any
          such acquisition or in any such merger; and


        
          
             

          

          
            Exhibit
              4.1 Page 4 of 7

            
              

            

          

          
             

          

        


         

                        (iv)
          Shares issued
          pursuant to this Warrant and pursuant to all stock options and warrants
          outstanding on the date hereof.

         

                (f)
Notice
          to Warrant Holders of
          Adjustment. Whenever the number of Shares purchasable hereunder is
          adjusted as herein provided, the Company shall cause to be mailed to the
          Holder
          in accordance with the provisions of this Section 6 a notice (i) stating
          that
          the number of Shares purchasable upon exercise of this Warrant have been
          adjusted, (ii) setting forth the adjusted number of Shares purchasable
          upon the
          exercise of a Warrant, and (iii) showing in reasonable detail the computations
          and the facts, including the amount of consideration received or deemed
          to have
          been received by the Company, upon which such adjustments are based.

         

                7.
Fractional
          Shares. The
          Company shall not be required to issue any fraction of a Share upon the
          exercise
          of Warrants. If more than one Warrant shall be surrendered for exercise
          at one
          time by the same Holder, the number of full Shares which shall be issuable
          upon
          exercise thereof shall be computed on the basis of the aggregate number
          of
          Shares with respect to which this Warrant is exercised. If any fractional
          interest in a Share shall be deliverable upon the exercise of this Warrant,
          the
          Company shall make an adjustment therefor in cash equal to such fraction
          multiplied by the Current Market Price of the Shares on the business day
          next
          preceding the day of exercise.

         

                8.
Registration
          Rights.

         

                (a)
          (i) If the
          Company at any time elects or proposes to register any of its Shares (the
          "Registration Shares") under the Securities Act of 1933 (the "Act") on
          Forms
          S-1, S-2, S-3 or S-18, or any successor registration statement forms in
          effect
          at such time (a "Registration Statement") with the Securities and Exchange
          Commission (the "SEC") pursuant to which Shares owned by any shareholder
          of the
          Company may be registered, the Company shall give prompt written notice
          (the
          "Registration Notice") to the Holder of its intention to register the
          Registration Shares.

         

                        (ii)
          Within 15 days
          after the Registration Notice shall have been given to the Holder, the
          Holder
          shall give written notice to the Company (the "Holder Notice"), stating
          the
          number of Shares to be registered (the "Holder Shares") and the states
          in which
          the Holder wishes to register the Shares. In the event the Registration
          Notice
          is given by the Company prior to the time that this Warrant is otherwise
          exercisable pursuant to Section l(b) hereof, the Holder Notice shall be
          accompanied by this Warrant Certificate together with a duly executed Purchase
          Form and payment of the Exercise Price for the Holder Shares in accordance
          with
          Section 1 hereof.

         

                        (iii)
          The Company
          shall use reasonable efforts to register the Holder Shares under the Act
          and the
          applicable state securities laws (the "State Acts") designated by the Holder
          in
          the Holder Notice. Anything contained herein to the contrary notwithstanding,
          the Company shall have the right to withdraw and discontinue registration
          of the
          Holder Shares at any time prior to the effective date of such Registration
          Statement if the registration of the Registration Shares is withdrawn or
          discontinued.

         

                        (iv)
          The Company
          shall not be required to include any of the Holder Shares in any Registration
          Statement unless the Holder agrees, if so requested by the Company, to:
          (A)
          offer and sell the Holder Shares to or through an underwriter selected
          by the
          Company and, to the extent possible, on substantially the same terms and
          conditions under which the Registration Shares are to be offered and sold;
          (B)
          comply with any arrangements, terms and conditions with respect to the
          offer and
          sale of the Shares to which the Company may be required to agree; and (C)
          enter
          into any underwriting agreement containing customary terms and conditions,
          including provisions for the indemnification of the underwriters.


        
          
             

          

          
            Exhibit
              4.1 Page 5 of 7

            
              

            

          

          
             

          

        


         

                (b)
          If the offering
          of the Registration Shares by the Company is, in whole or in part, an
          underwritten public offering, and if the managing underwriter determines
          and
          advises the Company in writing that the inclusion in such Registration
          Statement
          of all of the Holder Shares, together with the Shares of other persons
          who have
          exercised their right to include their Shares in the Registration Statement
          (collectively referred to as the "Aggregate Shares") would adversely affect
          the
          marketability of the offering of the Registration Shares, then the Holder
          shall
          be entitled to register a proportion, as determined in Subsection (b)(i)
          below,
          of such number of Aggregate Shares as the managing underwriter determines
          may be
          included without such adverse effects ("Aggregate Underwriter Shares"),
          subject
          to the terms, exceptions and conditions of this Section 8.

         

                        (i)
          The proportion of
          the Aggregate Underwriter Shares which the Holder shall be entitled to
          register
          shall be equal to the ratio which the Holder Shares bears to the Aggregate
          Shares.

         

                (c)
          The Company shall
          bear all costs and expenses of registration of the Registration Shares;
          provided, however, that the Holder shall bear all costs and expenses directly
          related to registration of the Holder Shares.

         

                (d)
          It shall be a
          condition precedent to the Company's obligation to register any Holder
          Shares
          pursuant to this Section 9 that the Holder provide the Company with all
          information and documents, and shall execute, acknowledge, seal and deliver
          all
          documents reasonably necessary, to enable the Company to comply with the
          Act,
          the State Acts, and all applicable laws, rules and regulations of the SEC
          or of
          any State Securities Commission.

         

                9.
Loss
          or Destruction. Upon
          receipt of evidence satisfactory to the Company of the loss, theft, destruction,
          or mutilation of this Warrant Certificate and, in the case of any such
          loss,
          theft or destruction, upon delivery of an indemnity agreement or bond
          satisfactory in form, substance and amount to the Company or, in the case
          of any
          such mutilation, upon surrender and cancellation of this Warrant Certificate,
          the Company at its expense will execute and deliver, in lieu thereof, a
          new
          Warrant Certificate of like tenor.

         

                10.
Survival.
          The various rights
          and obligations of the Holder hereof as set forth herein shall survive
          the
          exercise of the Warrants represented hereby and the surrender of this Warrant
          Certificate.

         

                11.
Notices.
          Whenever any notice,
          payment of any purchase price, or other communication is required to be
          given or
          delivered under the terms of this Warrant, it shall be in writing and delivered
          by hand delivery or United States registered or certified mail, return
          receipt
          requested, postage prepaid, and will be deemed to have been given or delivered
          on the date such notice, purchase price or other communication is so delivered
          or posted, as the case may be; and, if to the Company, it will be addressed
          to
          the address specified in Section 1 hereof, and if to the Holder, it will
          be
          addressed to the registered Holder at its, his or her address as it appears
          on
          the books of the Company.

        


        FOREVER
          VALUABLE COLLECTIBLES,
          INC.

         

        


         

        By:___/s/
_ ______________________

         

        Its:_____President  ________________

         

        


        Date:____November
          29,
          2007________

        


        



        
          
             

          

          
            Exhibit
              4.1 Page 6 of 7

            
              

            

          

          
             

          

        


        PURCHASE
          FORM

        


         ______________,
          20__

        


        TO:
          FOREVER VALUABLE COLLECTIBLES, INC.

        


        The
          undersigned hereby irrevocably
          elects to exercise the attached Warrant Certificate to the extent of __________
          shares of the Common Stock, of FOREVER VALUABLE COLLECTIBLES, INC. and
          hereby
          makes payment of $__________ in accordance with the provisions of Section
          1 of
          the Warrant Certificate in payment of the purchase price thereof.

        


        


        INSTRUCTIONS
          FOR REGISTRATION OF
          STOCK

        


        Name:   
             __________________________________________

        (Please
          typewrite or print in block
          letters)

        


        Address:   ___________________________________________                                                                                                                                          
          

        


        


        


        A-SQUARED
          HOLDINGS, INC.

        


        


        By:____________________________

        


        Its:____________________________

        


        Date:__________________________

        


         

        Exhibit
          4.1 Page 7 of 7