f8k071807ex4ix_redmile.htm


    Exhibit
      4.9

     

    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE AS AT
      THE
      DATE THE CORPORATION COMPLETES A LIQUIDITY TRANSACTION (AS DEFINED IN THE
      INDENTURE), OR, IF NO SUCH LIQUIDITY TRANSACTION IS COMPLETED WITHIN 8 MONTHS
      OF
      THE ISSUE DATE (AS DEFINED IN THE INDENTURE), UNLESS EXERCISED BY 4:00 P.M.
      (MOUNTAIN STANDARD TIME) ON THE DATE THAT IS 18 MONTHS FROM THE ISSUE
      DATE.

     

    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND A DAY AFTER
      THE
      LATER OF JULY 18, 2007 AND THE DATE THE CORPORATION BECAME A REPORTING ISSUER
      IN
      ANY PROVINCE OR TERRITORY OF CANADA.

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES
      LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
      OF RED MILE ENTERTAINMENT, INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED ONLY (A) TO RED MILE ENTERTAINMENT, INC., (B) OUTSIDE
      THE
      UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
      ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE
      SECURITIES ACT, OR (D) INSIDE THE UNITED STATES, PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      AFTER
      PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO RED MILE ENTERTAINMENT,
      INC.

     

    THIS
      WARRANT AND THE SECURITIES TO BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT
      BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE “1933
      SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND THE WARRANTS MAY NOT BE
      EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A PERSON
      IN THE UNITED STATES OR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
      1933
      SECURITIES ACT) WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE
      UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE
      EXEMPTION THEREFROM AND THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF
      COUNSEL TO SUCH EFFECT SATISFACTORY TO IT.

     

    FORM
      OF WARRANT CERTIFICATE

     

    RED
      MILE ENTERTAINMENT, INC.

    (Incorporated
      under the laws of Delaware)

     

    
      	
              WARRANT

              CERTIFICATE
                NO. ________

            	 	
               

              _____________
                WARRANTS

              entitling
                the holder to acquire, subject to adjustment, one Common Share for
                each
                whole Warrant represented hereby

            


    

     

    THIS
      IS
      TO CERTIFY THAT ____________________

     

    (hereinafter
      referred to as the "holder") is entitled to acquire, in the
      manner and subject to the restrictions and adjustments set forth herein, one
      fully paid and non-assessable common share ("Common Share")
      without nominal or par value of Red Mile Entertainment, Inc. (the
      "Corporation"), as such shares were constituted on July 18,
      2007, for no additional consideration to that already received by the
      Corporation, at any time and from time to time following the Vesting Date (as
      defined in the Warrant Indenture (the "Indenture") made as of
      July 18, 2007 between the Corporation and Olympia Trust Company) and until
      4:00
      p.m. (Mountain Standard Time) on the date that is 18 months from the Issue
      Date,
      as that term is defined in the Indenture, (the "Expiry
      Time").

     

    The
      right
      to acquire Common Shares may be exercised by the holder within the time set
      forth above by:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              duly
                completing and executing the Exercise Form attached hereto;
                and

            


    

     

    
      	
              (b)  

            	
              surrendering
                this Warrant Certificate and the Exercise Form to Olympia Trust Company
                (the "Trustee") at the principal office of the Trustee in
                the city of Calgary, Alberta.

            


    

     

    These
      Warrants shall be deemed to be surrendered only upon personal delivery hereof
      or, if sent by mail or other means of transmission, upon actual receipt thereof
      by the Trustee at the office referred to above.

     

    Upon
      surrender of these Warrants, the person or persons in whose name or names the
      Common Shares issuable upon exercise of the Warrants are to be issued shall
      be
      deemed for all purposes (except as provided in the Indenture hereinafter
      referred to) to be the holder or holders of record of such Common Shares and
      the
      Corporation has covenanted that it will (subject to the provisions of the
      Indenture) cause a certificate or certificates representing such Common Shares
      to be delivered or mailed to the person or persons at the address or addresses
      specified in the Exercise Form within five Business Days of the receipt of
      this
      Warrant Certificate, and the Exercise Form duly completed.

     

    No
      fractional Common Share will be issued upon exercise of any Warrants and the
      Corporation shall not make any payment to the holder in respect thereof,
      provided that all such fractional interests the holder would otherwise be
      entitled to if not for the foregoing shall be aggregated and, if as a result
      of
      such aggregation the holder would be entitled to one or more whole Common
      Shares, the Corporation shall cause such shares to be issued to the
      holder.

     

    The
      Common Shares issuable upon the exercise hereof have not been registered under
      the U.S. Securities Act and these Warrants may not be exercised within the
      United States or by or on behalf of any person in the United States, nor will
      certificates representing Common Shares be delivered in the United States unless
      the Common Shares are registered under the U.S. Securities Act and the
      securities laws of all applicable states of the United States or any exemption
      from such registration requirements is available.  Any person who
      exercises Warrants shall provide to the Trustee either:

     

    
      	
              (i)  

            	
              written
                certification that it was not offered and did not acquire the Warrants
                in
                the United States, such Warrant is not being exercised within the
                United
                States or on behalf of, or for the account or benefit of, a person
                in the
                United States; or

            


    

     

    
      	
              (ii)  

            	
              written
                certification that (i) it was the original purchaser in the Corporation's
                private placement of the Units pursuant to which the Warrant was
                issued,
                (ii) it acquired the Units for its own account for investment purposes
                only, and (iii) except for the fact that the Warrants are being exercised
                by the undersigned in the United States, if applicable, the
                representations and warranties made to the Corporation in connection
                with
                the acquisition of the Units remains true and correct on the date
                of such
                exercise; or

            


    

     

    
      	
              (iii)  

            	
              a
                written opinion of counsel or other evidence satisfactory to the
                Corporation, acting reasonably, to the effect that the issuance of
                the
                Common Shares and Warrants have been registered under the U.S. Securities
                Act and applicable state securities laws or is exempt from registration
                thereunder.

            


    

     

    The
      Warrants represented by this certificate are issued under and pursuant to the
      Indenture.  Reference is made to the Indenture and any
      instruments supplemental thereto for a full description of the rights of the
      holders of the Warrants and the terms and conditions upon which the Warrants
      are, or are to be, issued and held, with the same effect as if the provisions
      of
      the Indenture and all instruments supplemental thereto were herein set
      forth.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    By
      acceptance hereof, the holder assents to all provisions of the
      Indenture.  In the event of a conflict between the provisions of this
      Warrant Certificate and the Indenture, the provisions of the Indenture shall
      govern.  Capitalized terms used in the Indenture have the meaning
      herein as therein, unless otherwise defined.

     

    The
      Indenture provides that on subdivision, consolidation or reclassification of
      the
      Common Shares, the number of Common Shares issuable on the exercise of the
      Warrants will be adjusted proportionately, and that in the event of any
      reclassification or change of the Common Shares or consolidation, amalgamation
      or merger of the Corporation or any transfer of its undertaking or assets as
      an
      entirety or substantially as an entirety, a holder shall be entitled to receive
      the kind and amount of shares and other securities or property which he would
      have been entitled to receive as a result of such event if, on the effective
      date thereof, he had been the registered owner of the number of Common Shares
      to
      which he was theretofore entitled upon exercise.

     

    The
      registered holder of this Warrant Certificate may, at any time following the
      Vesting Date and prior to the Expiry Time, upon surrender hereof to the Trustee
      at its principal office in the city of Calgary, Alberta, exchange this Warrant
      Certificate for other Warrant Certificates entitling the holder to acquire,
      in
      the aggregate, the same number of Common Shares as may be acquired under this
      Warrant Certificate.

     

    The
      holding of the Warrants evidenced by this Warrant Certificate shall not
      constitute the holder hereof a shareholder of the Corporation or entitle the
      holder to any right or interest in respect thereof except as expressly provided
      in the Indenture and in this Warrant Certificate.

     

    The
      Indenture provides that all holders of Warrants shall be bound by any resolution
      passed at a meeting of the holders held in accordance with the provisions of
      the
      Indenture and resolutions signed by the holders of Warrants entitled to acquire
      a specified majority of the Common Shares which may be acquired pursuant to
      all
      then outstanding Warrants.

     

    The
      Warrants evidenced by this Warrant Certificate may only be transferred in
      connection with the transfer of the Common Shares which, together with the
      Warrants evidenced by this Warrant Certificate, constitute Units, as defined
      in
      the Indenture. In addition, the Warrants evidenced by this Warrant Certificate
      may only be transferred on the register kept at the offices of the Trustee
      by
      the registered holder hereof or its legal representatives or its attorney duly
      appointed by an instrument in writing in form and execution satisfactory to
      the
      Trustee, upon compliance with the conditions prescribed in the Indenture and
      upon compliance with such reasonable requirements as the Trustee may
      prescribe.

     

    


     

    THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Warrant Certificate shall not be valid for any purpose whatever unless and
      until
      it has been certified by or on behalf of the Trustee.

     

    Time
      shall be of the essence hereof.

     

    IN
      WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed
      by its duly authorized officer as of __________,
      2007.

     

    RED
      MILE ENTERTAINMENT, INC.

     

    Per:    _________________________                                                                  

     

    Certified
      by:

     

    OLYMPIA
      TRUST COMPANY

     

    By:    ______________________________     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXERCISE
      FORM

     

    TO:           Red
      Mile Entertainment, Inc.

    Olympia
      Trust Company

     

    The
      undersigned hereby exercises the right to acquire Common Shares of Red Mile
      Entertainment, Inc. (the "Corporation") as constituted on July
      18, 2007 (or such number of other securities or property to which such Warrants
      entitle the undersigned in lieu thereof or in addition thereto under the
      provisions of the Indenture referred to in the accompanying Warrant Certificate)
      in accordance with and subject to the provisions of such Indenture.

     

    The
      Common Shares (or other securities or property) are to be issued as
      follows:

     

    Name:
      

    

               (print
      clearly)

     

    Address
      in full:  

    
      

    

     

    
      
        

      



     

    Number
      of
      Common Shares:  

     
      
        

      

    

     

    Note:  If
      further nominees intended, please attach (and initial) schedule giving these
      particulars.

     

    No
      certificates will be registered or delivered to an address in the United States
      unless Box B below is checked.

     

    The
      undersigned certifies that each of the representations and warranties made
      by
      the undersigned to the Corporation is connection with the undersigned's
      acquisition of the Warrants remains true and correct and correct on the date
      hereof.

     

    The
      undersigned represents that: [check one only]

     

    
      	
               

            	
               ̈

            	
              A

            	
              it
                is not in the United States as defined in Rule 902 of Regulation
                S under
                the United States Securities Act of 1933, as amended (the "1933
                Act"), was not offered and did not acquire the Warrants in
                the
                United States, and is not exercising the Warrant for the account
                or
                benefit of a person in the United
                States.

            


    

     

    
      	
               

            	
               ̈

            	
              B

            	
              (i)
                it was the original purchaser in the Corporation’s private placement of
                the Units pursuant to which the Warrant was issued, (ii) it acquired
                the
                Units for its own account for investment purposes only, and (iii)
                except
                for the fact that the Warrants are being exercised by the undersigned
                in
                the United States, if applicable, the representations and warranties
                made
                to the Corporation in connection with the acquisition of the Units
                remain
                true and correct on the date of this Exercise
                Form.

            


    

     

    
      	
               

            	
               ̈

            	
              C

            	
              enclosed
                herewith is an opinion of counsel to the effect that an exemption
                from
                registration under the 1933 Act and applicable state securities laws
                is
                available in connection with the exercise of the Warrants.  The
                undersigned understands such opinion must be reasonably acceptable
                to the
                Corporation, and that the exercise of the Warrants in the United
                States or
                by or for the account or benefit of a person in the United States
                is
                limited by the terms of the Warrants and the Warrant
                Indenture.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Certificates
      representing Warrants issued to a subscriber who does not check Box A will
      bear
      legends restricting transfer as set forth in the Warrant Indenture.

     

    DATED
      this ____ day of __________, ________.

     

    


    _____________________________                  ________________________

    Signature
      Guaranteed                                                                                     (Signature
      of Warrantholder)

     

                                                     ________________________

            Print
      full
      name

                                                      ________________________

     

             ________________________


            Print
      full
      address

    Instructions:

     

    
      	
              1.  

            	
              The
                registered holder may exercise its right to receive Common Shares
                by
                completing this form and surrendering this form and the Warrant
                Certificate representing the Warrants being exercised to Olympia
                Trust
                Company at its principal office at Suite 2300, 125 - 9th Avenue SE,
                Calgary, Alberta, T2G 0P6.  Certificates for Common Shares will
                be delivered or mailed within five (5) business days after the exercise
                of
                the Warrants.

            


    

     

    
      	
              2.  

            	
              If
                the Exercise Form indicates that Common Shares are to be issued to
                a
                person or persons other than the registered holder of the Certificate,
                the
                signature of such holder on the Exercise Form must be guaranteed
                by an
                authorized officer of a Canadian chartered bank, Canadian trust company
                or
                member of an acceptable Medallion Guarantee Program.  The
                guarantor must affix a stamp bearing the actual words "Signature
                Guaranteed".  Please note signature guarantees are not accepted
                from Treasury Branches or Credit Unions unless they are members of
                the
                Stamp Medallion Program.  Please note that in the United States,
                signature guarantees must be done by members of the Medallion Signature
                Guarantee Program only.

            


    

     

    
      	
              3.  

            	
              If
                the Exercise Form is signed by a trustee, executor, administrator,
                curator, guardian, attorney, officer of a corporation or any person
                acting
                in a fiduciary or representative capacity, the certificate must be
                accompanied by evidence of authority to sign satisfactory to the
                Trustee
                and the Corporation.

            


    

     

    
      	
              4.  

            	
              If
                the registered holder exercises its right to receive Common Shares
                prior
                to the expiry of the "restricted period", the Common Shares will
                be
                subject to a restricted period and may be issued with a legend reflecting
                such restricted period.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TRANSFER
      OF WARRANTS

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers to
      ___________________________________ [name of Transferee], _________________
      [number of Warrants] Warrants of Red Mile Entertainment, Inc. (the
      "Corporation") registered in the name of the undersigned on the records of
      Olympia Trust Company represented by the Warrant Certificate attached and
      irrevocably appoints Olympia Trust Company the attorney of the undersigned
      to
      transfer the said securities on the books or register with full power of
      substitution.  The undersigned further represents and warrants that
      the Warrants to be transferred by this instrument are being transferred
      concurrently with common shares of the Corporation, originally acquired by
      private placement from the Corporation on  the date of the issuance of
      the Warrants, with each such common share and 0.2 of a Warrant constituting
      a
      "Unit".

     

    DATED
      the
      _____ day of __________, ______.

     

    


     

    


    ____________________________                __________________________________

    Signature
      Guaranteed                                                                           (Signature
      of Warrantholder)

     

    Instructions:

     

    
      	
              1.  

            	
              Signature
                of the Warrantholder must be the signature of the person appearing
                on the
                face of this Warrant Certificate.

            


    

     

    
      	
              2.  

            	
              If
                the Transfer Form is signed by a trustee, executor, administrator,
                curator, guardian, attorney, officer of a corporation or any person
                acting
                in a fiduciary or representative capacity, the certificate must be
                accompanied by evidence of authority to sign satisfactory to the
                Trustee
                and the Corporation.

            


    

     

    
      	
              3.  

            	
              The
                signature on the Transfer Form must be guaranteed by an authorized
                officer
                of a Canadian chartered bank, Canadian trust company, or member of
                an
                acceptable Medallion Guarantee Program.  The guarantor must
                affix a stamp bearing the actual words "Signature
                Guaranteed".  Please note signature guarantees are not accepted
                from Treasury Branches or Credit Unions unless they are members of
                the
                Stamp Medallion Program.  Please note that in the United States,
                signature guarantees must be done by members of the Medallion Signature
                Guarantee Program only.

            


    

     

    
      	
               

            	
              Warrants
                shall only be transferable in accordance with applicable securities
                and
                other laws and together with such number of common shares as to constitute
                a transfer of Units.