Exhibit 4.1


 


NEITHER THESE
WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.


 


	
  3,600,000 Warrants

  	
   

  	
  May 16, 2006

  



 


 


SUB-URBAN BRANDS, INC.


 


WARRANTS


 


Sub-Urban
Brands, Inc., a Nevada corporation (“SUUB”),
certifies that, for value received, Trilogy Capital Partners, Inc. (“Trilogy”), or registered assigns (the “Holder”), is the owner of Three Million Six
Hundred Thousand (3,600,000) Warrants of SUUB (the “Warrants”).  Each
Warrant entitles the Holder to purchase from SUUB at any time prior to the
Expiration Date (as defined below) one share of the common stock of SUUB (the “Common Stock”) for $0.25 per share (the “Exercise Price”), on the terms and
conditions hereinafter provided.   The
Exercise Price and the number of shares of Common Stock purchasable upon
exercise of each Warrant are subject to adjustment as provided in this
Certificate.


 


1.     Vesting; Expiration Date; Exercise


 


1.1 Vesting.  The Warrants shall vest and become exercisable
as of the date of this Certificate.


 


1.2 Expiration Date.  The Warrants shall expire on May 15,
2009 (the “Expiration Date”).


 


1.3 Manner of Exercise.  The Warrants are exercisable by delivery to SUUB
of the following (the “Exercise Documents”):
(a) this Certificate; (b) a written notice of election to exercise
the Warrants; and (c) payment of the Exercise Price in cash, by check or
by “net” exercise as contemplated by Section 1.4 of this Certificate.  Within three business days following receipt
of the foregoing, SUUB shall execute and deliver to the Holder: (a) a
certificate or certificates representing the aggregate number of shares of
Common Stock purchased by the Holder, and (b) if less than all of the
Warrants evidenced by this Certificate are exercised, a new certificate
evidencing the Warrants not so exercised.


 

















 


1.4 Net Exercise.  In lieu of the payment methods set forth in Section 1.3
above, the Holder may elect to exchange all or some of the Warrant for the
number of shares of Common Stock computed using the following formula:


 


X = Y (A-B)


A


 


Where X = the number of shares of Common
Stock to be issued to Holder.


 


Y = the number of shares of Common Stock
purchasable under the Warrants being exchanged (as adjusted to the date of such
calculation).


 


A = the Market Price on the date of receipt
by SUUB of the exercise documents.


 


B = the Exercise Price of the Warrants being
exchanged (as adjusted in accordance with the terms of Section 2 hereof).


 


The “Market Price” on any trading day shall be
deemed to be the last reported sale price of the Common Stock on such day, or,
in the case no such reported sales take place on such day, the last reported
sale price on the preceding trading day on which there was a last reported
sales price, as officially reported by the principal securities exchange in
which the shares of Common Stock are listed or admitted to trading or by the
Nasdaq Stock Market, or if the Common Stock is not listed or admitted to
trading on any national securities exchange or the Nasdaq Stock Market, the
last sale price, or if there is no last sale price, the closing bid price, as
furnished by the National Association of Securities Dealers, Inc. (such as
through the OTC Bulletin Board) or a similar organization or if Nasdaq is no
longer reporting such information.  If
the Market Price cannot be determined pursuant to the sentence above, the
Market Price shall be determined in good faith (using customary valuation
methods) by the Board of Directors of SUUB based on the information best available
to it, including recent arms-length sales of Common Stock to unaffiliated
persons.


 


1.5 Warrant Exercise Limitation.  Notwithstanding any other provision of this
Agreement, if as of the date of exercise SUUB has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as
amended, Holder may not exercise Warrants under this Section 1 to the
extent that immediately following such exercise Holder would beneficially own
5% or more of the outstanding Common Stock of SUUB.  For this purpose, a representation of the
Holder that following such  exercise it
would not beneficially own 5% or more of the outstanding Common Stock of SUUB
shall be conclusive and binding upon SUUB.


 


1.6 Restriction on “Net” Exercise.”    Notwithstanding any other provision of this
Certificate, Holder shall not be permitted to effect a “net” exercise of the
Warrants: (a) prior to one year from the date hereof and (b) after
one year from the date hereof if on the date of exercise the resale of the
underlying shares by Holder has been registered under the Securities Act of
1933, as amended, pursuant to a registration statement which is then in effect,
and on such date the Holder shall be permitted to resell such shares pursuant
to such registration statement, and  the
Common Stock shall be listed or quoted for trading on the OTC Bulletin Board,
the Nasdaq Stock Market or an exchange or quotation system.


 


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2.     Adjustments of Exercise Price and Number and Kind of Conversion Shares


 


2.1 In the event that SUUB shall at any
time hereafter (a) pay a dividend in Common Stock or securities
convertible into Common Stock; (b) subdivide or split its outstanding
Common Stock; (c) combine its outstanding Common Stock into a smaller
number of shares; then the number of shares to be issued immediately after the
occurrence of any such event shall be adjusted so that the Holder thereafter
may receive the number of shares of Common Stock it would have owned
immediately following such action if it had exercised the Warrants immediately
prior to such action and the Exercise Price shall be adjusted to reflect such
proportionate increases or decreases in the number of shares.


 


2.2 In case of any reclassification of
the outstanding shares of Common Stock (other than a change covered by Section 2.1
hereof or a change which solely affects the par value of such shares) or in the
case of any merger or consolidation or merger in which the shares of the Common
Stock of SUUB are converted into or exchanged for other securities and/or
property (such as cash), the Holder shall have the right thereafter (until the
Expiration Date) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of securities or property receivable upon such reclassification, capital
reorganization, merger or consolidation, by a Holder of the number of shares of
Common Stock obtainable upon the exercise of the Warrants immediately prior to
such event; and if any reclassification also results in a change in shares
covered by Section 2.1, then such adjustment shall be made pursuant to
both this Section 2.2 and Section 2.1.  The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, capital reorganizations and
mergers or consolidations, sales or other transfers.


 


3.     Reservation of Shares.  SUUB shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, such number of shares of
Common Stock as shall from time to time be issuable upon exercise of the
Warrants.  If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
permit the exercise of the Warrants, SUUB shall promptly seek such corporate
action as may necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.


 


4.     Certificate as to Adjustments.  In each case of any adjustment in the Exercise Price, or
number or type of shares issuable upon exercise of these Warrants, the Chief
Financial Officer of SUUB shall compute such adjustment in accordance with the
terms of these Warrants and prepare a certificate setting forth such adjustment
and showing in detail the facts upon which such adjustment is based, including
a statement of the adjusted Exercise Price. 
SUUB shall promptly send (by facsimile and by either first class mail,
postage prepaid or overnight delivery) a copy of each such certificate to the
Holder.


 


5.     Loss or Mutilation.  Upon receipt of evidence reasonably satisfactory to SUUB of
the ownership of and the loss, theft, destruction or mutilation of this
Certificate, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of these Warrants, SUUB will
execute and deliver in lieu thereof a new Certificate of like tenor as the
lost, stolen, destroyed or mutilated Certificate.


 


6.     Representations and Warranties of SUUB.  SUUB hereby represents and warrants to Holder that:


 


6.1 Due Authorization.  All corporate action on the part of SUUB, its
officers, directors and shareholders necessary for (a) the authorization,
execution and delivery of, and the performance of all obligations of SUUB
under, these Warrants, and (b) the authorization, issuance, reservation
for issuance and delivery of all of the Common Stock issuable upon exercise of
these Warrants, has been duly taken. 
These Warrants constitute a valid and binding obligation of SUUB enforceable
in accordance with their terms, subject, as to enforcement of remedies, to
applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
affecting creditors’ rights generally and to general equitable principles.


 


3

















 


6.2 Organization.  SUUB is a corporation duly organized, validly
existing and in good standing under the laws of the State referenced in the
first paragraph of this Certificate and has all requisite corporate power to own,
lease and operate its property and to carry on its business as now being
conducted and as currently proposed to be conducted.


 


6.3 Valid Issuance of Stock.  Any shares of Common Stock issued upon
exercise of these Warrants will be duly and validly issued, fully paid and
non-assessable.


 


6.4 Governmental Consents.  All consents, approvals, orders,
authorizations or registrations, qualifications, declarations or filings with
any federal or state governmental authority on the part of SUUB required in
connection with the consummation of the transactions contemplated herein have
been obtained.


 


7.     Representations and Warranties of Trilogy.  Trilogy hereby represents and warrants to SUUB
that:


 


7.1 Trilogy is acquiring the Warrants
for its own account, for investment purposes only.


 


7.2 Trilogy understands that an
investment in the Warrants involves a high degree of risk, and Trilogy has the
financial ability to bear the economic risk of this investment in the Warrants,
including a complete loss of such investment. Trilogy has adequate means for
providing for its current financial needs and has no need for liquidity with
respect to this investment.


 


7.3 Trilogy has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Warrants and in protecting its own
interest in connection with this transaction.


 


7.4 Trilogy understands that the
Warrants have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) or under
any state securities laws.  Trilogy is
familiar with the provisions of the Securities Act and Rule 144 thereunder
and understands that the restrictions on transfer on the Warrants may result in
Trilogy being required to hold the Warrants for an indefinite period of time.


 


7.5 Trilogy agrees not to sell,
transfer, assign, gift, create a security interest in, or otherwise dispose of,
with or without consideration (collectively, “Transfer”)
any of the Warrants except pursuant to an effective registration statement
under the Securities Act or an exemption from registration.  As a further condition to any such Transfer,
except in the event that such Transfer is made pursuant to an effective
registration statement under the Securities Act, if in the reasonable opinion
of counsel to SUUB any Transfer of the Warrants by the contemplated transferee
thereof would not be exempt from the registration and prospectus delivery
requirements of the Securities Act, SUUB may require the contemplated
transferee to furnish SUUB with an investment letter setting forth such
information and agreements as may be reasonably requested by SUUB to ensure
compliance by such transferee with the Securities Act.


 


4

















 


8.     Notices of Record Date


 


In the event:


 


8.1 SUUB shall take a record of the
holders of its Common Stock (or other stock or securities at the time
receivable upon the exercise of these Warrants), for the purpose of entitling
them to receive any dividend or other distribution, or any right to subscribe
for or purchase any shares of stock of any class or any other securities or to
receive any other right; or


 


8.2 of any consolidation or merger of SUUB
with or into another corporation, any capital reorganization of SUUB, any
reclassification of the capital stock of SUUB, or any conveyance of all or
substantially all of the assets of SUUB to another corporation in which holders
of SUUB’s stock are to receive stock, securities or property of another
corporation; or


 


8.3 of any voluntary dissolution,
liquidation or winding-up of SUUB; or


 


8.4 of any redemption or conversion of
all outstanding Common Stock;


 


then, and in
each such case, SUUB will mail or cause to be mailed to the Holder a notice
specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, or (b) the
date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation, winding-up, redemption or conversion is
to take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such stock or securities as at the time are
receivable upon the exercise of these Warrants), shall be entitled to exchange
their shares of Common Stock (or such other stock or securities), for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation
or winding-up.  SUUB shall use all
reasonable efforts to ensure such notice shall be delivered at least 15 days
prior to the date therein specified.


 


9.     Registration Rights.


 


9.1 Definitions.  For purposes of this Section 9, the
following terms shall have the meanings set forth below:


 


9.1.1        A
“Blackout Event” means any of the
following: (a) the possession by SUUB of material information that is not
ripe for disclosure in a registration statement or prospectus, as determined
reasonably and in good faith by the Chief Executive Officer or the Board of
Directors of SUUB or that disclosure of such information in the Registration
Statement or the prospectus constituting a part thereof would be materially
detrimental to the business and affairs of SUUB; or (b) any material
engagement or activity by SUUB which would, in the reasonable and good faith
determination of the Chief Executive Officer or the Board of Directors of SUUB,
be materially adversely affected by disclosure in a registration statement or
prospectus at such time.


 


9.1.2        “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


5

















 


9.1.3        “Included Shares” shall mean any Registrable
Shares included in a Registration.


 


9.1.4        “Registrable Shares” shall mean the shares
of Common Stock (or such stock or securities as at the time are receivable upon
the exercise of these Warrants) issuable upon exercise of the Warrants and any
other warrants and or other securities issued to Trilogy in connection with
performing investor relations services for SUUB, and shares or securities
issued as a result of stock split, stock dividend or reclassification of such
shares.


 


9.1.5        “Registration” shall mean a registration of
securities under the Securities Act pursuant to Section 9.2 or 9.3 of this
Agreement.


 


9.1.6        “Registration Period” with respect to any
Registration Statement the period commencing the effective date of the
Registration Statement and ending upon withdrawal or termination of the
Registration Statement.


 


9.1.7        “Registration Statement” shall mean the registration
statement, as amended from time to time, filed with the SEC in connection with
a Registration.


 


9.1.8        “SEC” shall mean the Securities and Exchange
Commission.


 


9.2 Demand Registration.  No later than November 16, 2006, SUUB
shall prepare and file with the SEC a Registration Statement for the purpose of
registering the sale of the Registrable Shares under the Securities Act, and
shall use its commercially reasonable efforts to cause the Registration
Statement to become effective within 60 days of the date of filing.  Once effective, SUUB shall prepare and file
with the SEC such amendments and supplements to the Registration Statement and
the prospectus forming a part thereof as may be necessary to keep the
Registration Statement effective until the earliest date on which (a) all
the Included Shares have been disposed of pursuant to the Registration
Statement, or (b) all of the Included Shares then held by Holder may be
sold under the provisions of Rule 144 without limitation as to volume,
whether pursuant to Rule 144(k) or otherwise.


 


9.3 Piggyback Registration.  Unless the Registrable Shares are then
included in a Registration Statement or can be sold under the provisions of Rule 144
without limitation as to volume, whether pursuant to Rule 144(k) or otherwise,
if SUUB shall determine to register any Common Stock under the Securities Act
for sale in connection with a public offering of Common Stock (other than
pursuant to an employee benefit plan or a merger, acquisition or similar
transaction), SUUB will give written notice thereof to Holder and will include
in such Registration Statement any of the Registrable Shares which Holder may
request be included (“Included Shares”)
by a writing delivered to SUUB within 15 days after the notice given by SUUB to
Holder; provided, however, that if the offering is to be firmly underwritten,
and the representative of the underwriters of the offering refuse in writing to
include in the offering all of the shares of Common Stock requested by SUUB and
others, the shares to be included shall be allocated first to SUUB and any
shareholder who initiated such Registration and then among the others based on
the respective number of shares of Common Stock held by such persons.  If SUUB decides not to, and does not, file a
Registration Statement with respect to such Registration, or after filing
determines to withdraw the same before the effective date thereof, SUUB will
promptly so inform Holder, and SUUB will not be obligated to complete the
registration of the Included Shares included therein.


 


9.4 Certain Covenants.  In connection with any Registration:


 


6

















 


9.4.1        SUUB
shall take all lawful action such that the Registration Statement, any
amendment thereto and the prospectus forming a part thereof does not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading.  Upon becoming aware of the occurrence of any
event or the discovery of any facts during the Registration Period that make
any statement of a material fact made in the Registration Statement or the
related prospectus untrue in any material respect or which material fact is
omitted from the Registration Statement or related prospectus that requires the
making of any changes in the Registration Statement or related prospectus so
that it will not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading (taking into account
any prior amendments or supplements), SUUB shall promptly notify Holder, and,
subject to the provisions of Section 9.5, as soon as reasonably
practicable prepare (but, subject to Section 9.5, in no event more than
five business days in the case of a supplement or seven business days in the
case of a post-effective amendment) and file with the SEC a supplement or
post-effective amendment to the Registration Statement or the related
prospectus or file any other required document so that, as thereafter delivered
to a purchaser of Shares from Holder, such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


9.4.2        At
least three business days prior to the filing with the SEC of the Registration
Statement (or any amendment thereto) or the prospectus forming a part thereof
(or any supplement thereto), SUUB shall provide draft copies thereof to Holder
and shall consider incorporating into such documents such comments as Holder
(and its counsel) may propose to be incorporated therein.  Notwithstanding the foregoing, no prospectus
supplement, the form of which has previously been provided to Holder, need be
delivered in draft form to Holder.


 


9.4.3        SUUB
shall promptly notify Holder upon the occurrence of any of the following events
in respect of the Registration Statement or the prospectus forming a part
thereof: (a) the receipt of any request for additional information from
the SEC or any other federal or state governmental authority, the response to
which would require any amendments or supplements to the Registration Statement
or related prospectus; (b) the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose; or (c) the receipt of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.


 


9.4.4        SUUB
shall furnish to Holder with respect to the Included Shares registered under
the Registration Statement (and to each underwriter, if any, of such Shares)
such number of copies of prospectuses and such other documents as Holder may
reasonably request, in order to facilitate the public sale or other disposition
of all or any of the Included Shares by Holder pursuant to the Registration
Statement.


 


9.4.5        In
connection with any registration pursuant to Section 9.2, SUUB shall file
or cause to be filed such documents as are required to be filed by SUUB for
normal Blue Sky clearance in states specified in writing by Holder; provided,
however, that SUUB shall not be required to qualify to do business or
consent to service of process in any jurisdiction in which it is not now so
qualified or has not so consented.


 


7

















 


9.4.6        SUUB
shall bear and pay all expenses incurred by it and Holder (other than
underwriting discounts, brokerage fees and commissions and fees and expenses of
more than one law firm) in connection with the registration of the Shares
pursuant to the Registration Statement.


 


9.4.7        SUUB
shall require each legal opinion and accountant’s “cold comfort” letter in
connection with the Registration, if any, to be rendered to Holder as well as SUUB
and/or its Board of Directors.


 


9.4.8        As
a condition to including Registrable Shares in a Registration Statement, Holder
must provide to SUUB such information regarding itself, the Registrable Shares
held by it and the intended method of distribution of such Shares as shall be
required to effect the registration of the Registrable Shares and, if the
offering is being underwritten, Holder must provide such powers of attorney,
indemnities and other documents as may be reasonably requested by the managing
underwriter.


 


9.4.9        Following
the effectiveness of the Registration Statement, upon receipt from SUUB of a
notice that the Registration Statement contains an untrue statement of material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, Holder will immediately discontinue
disposition of Included Shares pursuant to the Registration Statement until SUUB
notifies Holder that it may resume sales of Included Shares and, if necessary,
provides to Holder copies of the supplemental or amended prospectus.


 


9.5 Blackout Event.  SUUB shall not be obligated to file a
post-effective amendment or supplement to the Registration Statement or the
prospectus constituting a part thereof during the continuance of a Blackout
Event; provided, however, that no Blackout Event may be deemed to exist for
more than 60 days.  Without the express
written consent of Holder, if required to permit the continued sale of Shares
by Holder, a post-effective amendment or supplement to Registration Statement
or the prospectus constituting a part thereof must be filed no later than the
61st day following commencement of a Blackout Event.


 


9.6 Rule 144. With a view to
making available to Holder the benefits of Rule 144, SUUB agrees, until
such time as Holder can sell all remaining Registrable Shares under the
provisions Rule 144(k), to:


 


9.6.1.1     comply
with the provisions of paragraph (c)(1) of Rule 144; and


 


9.6.1.2     file
with the SEC in a timely manner all reports and other documents required to be
filed by SUUB pursuant to Section 13 or 15(d) under the Exchange Act;
and, if at any time it is not required to file such reports but in the past had
been required to or did file such reports, it will, upon the request of a
Purchaser, make available other information as required by, and so long as
necessary to permit sales of its Shares pursuant to, Rule 144.


 


9.7 SUUB Indemnification.  SUUB agrees to indemnify and hold harmless
Holder, and its officers, directors and agents (including broker or underwriter
selling Included Shares for Holder), and each person, if any, who controls
Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all losses, claims, damages and
liabilities caused by (a) any violation or alleged violation by SUUB of
the Securities Act, Exchange Act, any state securities laws or any rule or
regulation promulgated under the Securities Act, Exchange Act or any state


 


8

















 


securities laws, (b) any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or
prospectus relating to the Included Shares (as amended or supplemented if SUUB
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or (c) caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information furnished in writing to SUUB by Holder or on
Holder’s behalf expressly for use therein.


 


9.8 Holder Indemnification.  Holder agrees to indemnify and hold harmless SUUB,
its officers, directors and agents and each person, if any, who controls SUUB
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from SUUB to
Holder, but only with respect to information furnished in writing by Holder or
on Holder’s behalf expressly for use in any registration statement or
prospectus relating to the Registrable Shares, or any amendment or supplement
thereto, or any preliminary prospectus. 


 


9.9 Indemnification Procedures.
In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to this Section 9, such person (an “Indemnified Party”) shall promptly notify the person against
whom such indemnity may be sought (the “Indemnifying
Party”) in writing and the Indemnifying Party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to
such Indemnified Party, and shall assume the payment of all fees and expenses;
provided that the failure of any Indemnified Party so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of its obligations
hereunder except to the extent (and only to the extent that) that the
Indemnifying Party is materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless (a) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (b) in the reasonable judgment of such
Indemnified Party representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties (including in the case of Holder, all of its
officers, directors and controlling persons) and that all such fees and expenses
shall be reimbursed as they are incurred. 
In the case of any such separate firm for the Indemnified Parties, the
Indemnified Parties shall designate such firm in writing to the Indemnifying
Party.  The Indemnifying Party shall not
be liable for any settlement of any proceeding effected without its written
consent (which consent shall not be unreasonably withheld or delayed), but if
settled with such consent, or if there be a final judgment for the plaintiff,
the Indemnifying Party shall indemnify and hold harmless such Indemnified
Parties from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment. 
No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such proceeding.


 


9

















 


9.10 Contribution.  To the extent any indemnification by an
Indemnifying Party is prohibited or limited by law, the Indemnifying Party agrees
to make the maximum contribution with respect to any amounts for which, he, she
or it would otherwise be liable under this Section 9 to the fullest extent
permitted by law; provided, however, that (a) no contribution shall be
made under circumstances where a party would not have been liable for
indemnification under this Section 9 and (b) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning used in
the Securities Act) shall be entitled to contribution from any party who was
not guilty of such fraudulent misrepresentation.


 


10. Nontransferability.  Trilogy may
not sell or transfer any Warrants to any person other than a director, officer,
employee, manager or affiliate of Trilogy (or a person controlled by one or more
directors, officers, employees, managers or affiliates of Trilogy) or to a
person or entity that assists Trilogy in providing services to SUUB pursuant to
the Letter of Engagement dated May 16, 2006 as the same may be amended
from time to time, without the consent of SUUB.


 


11. Severability. 
If any
term, provision, covenant or restriction of these Warrants is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of these Warrants shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.


 


12. Notices.  All notices, requests, consents
and other communications required hereunder shall be in writing and shall be
effective when delivered or, if delivered by registered or certified mail,
postage prepaid, return receipt requested, shall be effective on the third day
following deposit in United States mail: to the Holder, at Trilogy Capital
Partners, Inc., 11726 San Vicente Boulevard, Suite 235, Los Angeles,
CA 90049; and if addressed to SUUB, at Sub-Urban Brands, Inc., 2222 East
Washington Blvd., Suite B, Los Angeles, CA 90021, or such other address as
Holder or SUUB may designate in writing.


 


13. No Rights as Shareholder.  The Holder shall have no rights as a shareholder of SUUB
with respect to the shares issuable upon exercise of the Warrants until the
receipt by SUUB of all of the Exercise Documents.


 


	
   

  	
  SUB-URBAN BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Joseph
  Shortal, CEO

  



 


10

















 


EXHIBIT ”A”

NOTICE OF EXERCISE

(To be signed only upon exercise of the Warrants)


 


To:          Sub-Urban Brands, Inc.


 


The
undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of Sub-Urban Brands, Inc.
(“SUUB”), pursuant to the terms of
the enclosed warrant certificate (the “Certificate”).  The undersigned tenders herewith payment of
the exercise price pursuant to the terms of the Certificate.


 


The
undersigned hereby represents and warrants to, and agrees with, SUUB as
follows:


 


1.             Holder is acquiring the Warrant
Shares for its own account, for investment purposes only and not with a view to
distribution in violation of the Securities Act of 1933, as amended (the Securities Act”).


 


2.             Holder understands that an
investment in the Warrant Shares involves a high degree of risk, and Holder has
the financial ability to bear the economic risk of this investment in the
Warrant Shares, including a complete loss of such investment. Holder has
adequate means for providing for its current financial needs and has no need
for liquidity with respect to this investment.


 


3.             Holder has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Warrant Shares and in protecting
its own interest in connection with this transaction.


 


4.             Holder understands that the Warrant
Shares have not been registered under the Securities Act or under any state
securities laws.  Holder is familiar with
the provisions of the Securities Act and Rule 144 thereunder and
understands that the restrictions on transfer on the Warrant Shares may result
in Holder being required to hold the Warrant Shares for an indefinite period of
time.


 


5.             Holder agrees not to sell, transfer,
assign, gift, create a security interest in, or otherwise dispose of, with or
without consideration (collectively, “Transfer”)
any of the Warrant Shares except pursuant to an effective registration
statement under the Securities Act or an exemption from registration.  As a further condition to any such Transfer,
except in the event that such Transfer is made pursuant to an effective
registration statement under the Securities Act, if in the reasonable opinion of
counsel to SUUB any Transfer of the Warrant Shares by the contemplated
transferee thereof would not be exempt from the registration and prospectus
delivery requirements of the Securities Act, SUUB may require the contemplated
transferee to furnish SUUB with an investment letter setting forth such
information and agreements as may be reasonably requested by SUUB to ensure
compliance by such transferee with the Securities Act.


 

















 


Each
certificate evidencing the Warrant Shares will bear the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT
BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.


 


6.             Immediately following this exercise
of Warrants, if as of the date of exercise SUUB has a class  of securities registered under Section 12
of the Securities Exchange Act of 1934, as amended, the undersigned will not
beneficially own five percent (5%) or more of the then outstanding Common Stock
of SUUB (based on the number of shares outstanding set forth in the most recent
periodic report filed by SUUB with the Securities and Exchange Commission and
any additional shares which have been issued since that date of which Holder is
aware have been issued).


 


Number
of Warrants Exercised:                  


 


Net
Exercise  o  Yes  o
No


 


Dated:  


 


2