ex10-2.htm


    Exhibit
A

    


    FORM
OF WARRANT

    


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

    NEXT
BUSINESS DAY.

    


    WARRANT
TO PURCHASE 50,000 SHARES OF COMMON STOCK OF

     

    THEATER
XTREME ENTERTAINMENT GROUP, INC.

     

    
      	
              NO.
      W-____

            	
                 MARCH     
       , 2008

            


    

    


    TRANSFER
RESTRICTED - - SEE
SECTION 6.02

    


    For good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by Theater Xtreme Entertainment Group,
Inc., a Florida corporation (the “Company”), and intending to
be legally bound hereby, the Company hereby grants to , and its registered,
permitted assigns (collectively, the “Warrantholder”), subject to
the terms and conditions hereof, the right and option to purchase Fifty Thousand (50,000)
fully-paid and nonassessable shares of the Company’s common stock, par value
($.001) per share (the “Common
Stock”).

    


    1.

     

    (a)           Definition of
Terms.  As used in this Warrant, the following capitalized
terms shall have the following respective meanings:

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    2.

     

    Duration and Exercise of
Warrant

    


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

     

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

     

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

     

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

     

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

     

    
       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    


    3.

     

    Adjustment
of Shares of Common Stock

    Purchasable and of Exercise
Price

    


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

    


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

     

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

     

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

     

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

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

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

     

    4.

     

    Other
Provisions Relating to

    Rights of
Warrantholder

    


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

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

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

     

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

     

    5.

     

    Treatment of
Warrantholder

    


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

    


    6.

     

    Split-Up,
Combination.

    Exchange and Transfer of
Warrants

    


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

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

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

     

    


    7.

     

    Securities Laws Compliance
Procedures

    


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

     

    (b)                      Registration. Warrantholder
understands and acknowledges that neither this Warrant nor any of the shares
issuable upon exercise of this Warrant have been registered under the Securities
Act or any state securities law.

     

    (c)                      Piggy-Back Registration. If at
any time prior to the date that the Common Shares underlying this Warrant may be
sold pursuant to Rule 144(k) promulgated under the Securities Act of 1933 there
is not an effective registration statement filed with the Securities and
Exchange Commission (“Commission”) covering
the resale of all of the Common Shares purchased, by exercise of Warrant rights,
by the undersigned pursuant to this Warrant (the “Registrable Shares”) and the
Company shall prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the
Securities Act of 1933 of any of its equity securities, then the Company shall
send to the undersigned a written notice of such filing and, if within ten (10)
days after the date of such notice, the undersigned shall so request in writing,
the Company shall amend such registration statement to include therein all or
any part of the Registrable Shares the undersigned requests to be registered;
provided, however, that the Company shall only be obligated to offer such
registration right to the undersigned one time.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Other
Matters

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      	
              As
      to Company:

            	
              Theater
      Xtreme Entertainment Group, Inc.

            
	 
      	
              250
      Corporate Blvd, Suite E

            
	 
      	
              Newark,
      DE  19702

            
	 
      	
              Attn:
      Chief Financial Officer

            
	 
      	 
      
	
              As
      to Warrantholder:

            	 
      
	 
      	
              Name

            
	 
      	
              Address

            
	 
      	
              Address

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

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

     

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

    


    THEATER XTREME ENTERTAINMENT GROUP,
INC.

    


    


    
      	
              By:

            	                                      
      
	
              Name:

            	
              Scott
      R. Oglum

            
	
              Title:

            	
              CEO

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    ASSIGNMENT

    


    


    


    (To be
executed only upon assignment of Warrant Certificate)

    


    


    


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

    


    
      	
              Name(s)

              of
      Assignee(s)

            	
              Address

            	
              No.

              of
      Shares

            	
              Taxpayer

              Identification
      No.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


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

    


    
      	
              Name:
      __________________________

            	
              Name:____________________________

            
	
              Address:
      _________________________

            	
              Address:
      __________________________

            
	
                             _________________________

            	
                              
      _________________________

            
	 
      	 
      
	
              Signature_________________________

            	
              Signature__________________________

            


    

    


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

     

    


    


    


    Dated:
___________________, ____


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    SUBSCRIPTION
FORM

    (To be
executed upon exercise of Warrant)

    


    


    
      	
              To:

            	
              Theater
      Xtreme Entertainment Group, Inc.

            
	 
      	
              250
      Corporate Boulevard Suite, E&F

            
	 
      	
              Newark,
      DE  19702

            
	 
      	
              ATTN:
      CFO

            


    

    


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

    


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

    


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

    


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

     

    


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

    


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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
               

              Number of
      Certificate(s)

            	
              Shares
      Evidenced by

              Each
      Certificate

            	
               

              Total

            
	 
      	 
      	 
      
	 
      	 
      	
              ____________

            
	
              Total

            	 
      	
              ____________

            


    

    


    


    
      	
              Name:
      _____________________

            	
              Name:____________________________

            
	
              Address:
      ___________________

            	
              Address:
      __________________________

            
	
              Taxpayer
      Identification No.____

            	
              Taxpayer
      Identification No.___________

            
	
              Signature
      ___________________

            	
              Signature
      __________________________

            
	 
      	 
      
	 	 
	 	Note: 
      The
      above signature(s) should 
	 	
              correspond
      exactly with the name 

            
	 	
              on
      the first page of this Warrant.  If 

            
	 	
              the
      Warrant is in more than one

            
	 	
              name,
      all holders must sign.

            


    

    


     

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

    

    


    


    


    


    Dated:
____________, ____

    


    
 

     

    
      11