Unassociated Document


    BBM
HOLDINGS, INC.

     

    COMMON
STOCK PURCHASE WARRANT

     

    
      	
              Warrant No. [________]

            	
              _________
      Warrants

            


    

     

    VOID
AFTER 5:00 P.M. NEW YORK CITY TIME

    ON JUNE
3, 2014

     

    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.

     

    BBM
Holdings, Inc., a Utah corporation (the “Company”),
having its principal office as of the date hereof at 1245 Brickyard Rd., #590,
Salt Lake City, Utah 84106, hereby certifies that, for value received, Hahn
& Hessen LLP, or registered assigns, is entitled, subject to the terms and
conditions set forth below, to purchase from the Company at any time on or from
time to time after the Commencement Date (as defined below), and before 5:00
P.M., New York City time, on June 3, 2014 (the “Expiration
Date”), up to 150,000 fully paid and non-assessable shares of Common
Stock (as defined below), at the initial Purchase Price per share (as defined
below) of $.40.  The number of such shares of Common Stock and the
Purchase Price per share are subject to adjustment as provided in Section
5.

    


    Background.  The
Company agreed to issue warrants to purchase an aggregate of up to 150,000
shares of Common Stock (subject to adjustment as provided herein) (the “Warrants”),
in partial consideration for services rendered in connection with general
corporate work and a private placement pursuant to the Unit Subscription
Agreement dated as of May 31, 2009 (the “Subscription
Agreement”) between the Company and the investors party
thereto.

    


    1.           Definitions.

     

    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

     

    “Aggregate
Purchase Price” has the meaning set forth in Section 3.1.

     

    “Blue Sky
Laws” means any state securities or “blue sky” laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Board of
Directors” means the board of directors of the Company.

     

    “Business
Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to
remain closed.

     

    “Commencement
Date” means the effective date of the Merger.

     

    “Company”
includes the Company and any corporation which shall succeed to or assume the
obligations of the Company hereunder. The term "corporation" shall include an
association, joint stock company, business trust, limited liability company or
other similar organization.

     

    “Common
Stock” means the Company’s Common Stock, $.0001 par value per share,
authorized as of the date hereof, and any stock of any class or classes (however
designated) hereafter authorized upon reclassification thereof, which, if the
Board of Directors declares any dividends or distributions, has the right to
participate in the distribution of earnings and assets of the Company after the
payment of dividends or other distributions on any shares of capital stock of
the Company entitled to a preference and in the voting for the election of
directors of the Company.

     

    “Delivery
Date” has the meaning set forth in Section 4.

     

    “Exchange
Act” means the Securities Exchange Act of 1934 as the same shall be in
effect at the time.

     

    “Holder”
means any record owner of Warrants or Underlying Securities.

     

    “Market
Price” means, for one share of Common Stock at any date (i) if the
principal trading market for the Common Stock is an exchange, the average of the
closing sale prices per Share for the last twenty (20) previous trading days in
which a sale was reported, as officially reported on any consolidated tape, (ii)
if the principal market for such securities is the over-the-counter market, the
average of the closing sale prices per Share on the last twenty
(20)  previous trading days in which a sale was reported as set forth
by Nasdaq or, (iii) if the security is not listed on an exchange or Nasdaq, the
average of the closing sale prices per share on the last twenty (20) previous
trading days in which a sale was reported as set forth in the National Quotation
Bureau sheet listing such securities for such days.  Notwithstanding
the foregoing, if there is no reported closing sale price, as the case may be,
reported on any of the twenty (20)  trading days preceding the event
requiring a determination of Market Price hereunder, then the Market Price shall
be the average of the high bid and asked prices for the last ten previous
trading days in which a sale was reported; and if there is no reported high bid
and asked prices, as the case may be, reported on any of the ten trading days
preceding the event requiring a determination of Market Price hereunder, then
the Market Price shall be determined in good faith by resolution of the Board of
Directors.  The Market Price of Other Securities, if any, shall be
determined in the same manner as Common Stock.

     

    “Merger”
has the meaning set forth in the Subscription Agreement.


    
      
         


      

      
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    “Nasdaq”
means the Nasdaq Global Market or Nasdaq Capital Market.

     

    “Notice”
has the meaning set forth in Section 21.

     

    “Original Issue
Date” means June 3, 2009.

     

    “Other
Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) which the
Holders of the Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 5 or 6.

     

    "Permitted
Transfer" means
a transfer by a Holder (i) by gift to his or her spouse or to the siblings,
lineal descendants, or parents of such Holder or of his or her spouse or to any
entity of which such Person or Persons are the sole beneficiaries; (ii) in
the case of any Holder that is a trust, to a successor trustee or trustees of
any trust established for one or more of the persons specified in
clause (i) above; and (iii) upon the death of a Holder who is a
natural person, to such Holder's heirs, executors, administrators, testamentary
trustees, legatees or beneficiaries

     

    “Person”
means any individual, sole proprietorship, partnership, corporation, limited
liability company, business trust, unincorporated association, joint stock
corporation, trust, joint venture or other entity, any university or similar
institution, or any government or any agency or instrumentality or political
subdivision thereof.

     

    “Purchase Price
per share” means $0.40 per share, as may be adjusted from time to time in
accordance with Section 5 or 6.

     

    “Registered”
and “Registration”
refer to a registration effected by filing a registration statement in
compliance with the Securities Act, to permit the disposition of Underlying
Securities issued or issuable upon the exercise of Warrants, and any
post-effective amendments and supplements filed or required to be filed to
permit any such disposition.

     

    “Securities
Act” means the Securities Act of 1933 as the same shall be in effect at
the time.

     

    “Underlying
Securities” means any Common Stock or Other Securities issued or issuable
upon exercise of Warrants.

     

    “Warrant”
means, as applicable, (i) the Warrants dated as of the date hereof, originally
issued by the Company to Hahn & Hessen LLP, of which this Warrant is one,
evidencing rights to purchase up to a maximum of 150,000 shares of Common Stock,
and all Warrants issued upon transfer, division or combination of, or in
substitution for, any thereof (all Warrants shall at all times be identical as
to terms and conditions and date, except as to the number of shares of Common
Stock for which they may be exercised) or (ii) each right as set forth in this
Warrant to purchase one share of Common Stock, as adjusted from time to time in
accordance with Section 5 or 6.


    
      
         


      

      
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    2.           Sale or Exercise Without
Registration.  If, at the time of any exercise, transfer or
surrender for exchange of a Warrant or of Underlying Securities previously
issued upon the exercise of Warrants, such Warrant or Underlying Securities
shall not be registered under the Securities Act, the Company may require, as a
condition of allowing such exercise, transfer or exchange, that the Holder or
transferee of such Warrant or Underlying Securities, as the case may be, furnish
to the Company an opinion of counsel, reasonably satisfactory to the Company, to
the effect that such exercise, transfer or exchange may be made without
registration under the Securities Act and without registration or qualification
under any applicable Blue Sky Laws.

     

    3.           Exercise of
Warrant.

     

    3.1.           Exercise in
Full.  Subject to the provisions hereof, this Warrant may be
exercised by the Holder hereof by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by such Holder, to the Company at
its principal office as set forth at the head of this Warrant (or such other
location as the Company from time to time may advise the Holder in writing),
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company, in the amount obtained (the “Aggregate
Purchase Price”) by multiplying (a) the number of shares of Common Stock
then  issuable upon exercise of this Warrant by (b) the Purchase Price
per share on the date of such exercise.

     

    3.2.           Partial
Exercise.  Subject to the provisions hereof, this Warrant may
be exercised in part by surrender of this Warrant in the manner and at the place
provided in Section 3.1 except that the amount payable by the Holder upon any
partial exercise shall be the amount obtained by multiplying (a) the number of
shares of Common Stock designated by the Holder in the subscription at the end
hereof by (b) the Purchase Price per share on the date of such
exercise.  Upon any such partial exercise, the Company at its expense
shall forthwith issue and deliver to or upon the order of the Holder hereof a
new Warrant or Warrants of like tenor, in the name of the Holder hereof or as
such Holder (upon payment by such Holder of any applicable transfer taxes and
subject to the provisions of Section 2) may request, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock equal to the
number of such shares issuable prior to such partial exercise of this Warrant
minus the number of such shares designated by the Holder in the subscription at
the end hereof.

     

    3.3.           Company to Reaffirm
Obligations.  The Company shall, at the time of any exercise of
this Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights (including, without
limitation, any right to registration of the Underlying Securities, if any) to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant; provided, however,
that if the Holder of this Warrant shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to afford such
Holder any such rights.


    
      
         


      

      
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    3.4.           Certain
Exercises.  If an exercise of this Warrant is to be made in
connection with a registered public offering or sale of the Company, such
exercise may, at the election of the Holder, be conditioned on the consummation
of the public offering or sale of the Company, in which case such exercise shall
not be deemed effective until the consummation of such transaction.

     

    3.5.           Net Issue
Exercise.  This Warrant may also be exercised at such time by
means of a “Net Issue Exercise” in which the Holder shall be entitled to receive
Underlying Securities equal to the value of this Warrant (or the portion thereof
being exercised by Net Issue Exercise) by surrender of this Warrant to the
Company together with notice of such Net Issue Exercise, in which event the
Company shall issue to Holder a number of Underlying Securities computed as of
the date of surrender of this Warrant to the Company using the following
formula:

     

    X = Y x
(A-B)

    A

    
      	
               
      

            	
              Where:

            


    

     

    
      	
               
      

            	
              X
      =

            	
              the
      number of Underlying Securities to be issued to Holder pursuant to this
      Section 3.5;

            


    

     

    
      	
               
      

            	
              Y
      =

            	
              the
      number of Underlying Securities otherwise purchasable under this Warrant,
      or any lesser number of Underlying Securities as to which this Warrant is
      being exercised (at the date of such
  calculation);

            


    

     

    
      	
               
      

            	
              A
      =

            	
              the
      Market Price (at the date of such
calculation);

            


    

     

    
      	
               
      

            	
              B
      =

            	
              the
      Purchase Price (as adjusted to the date of such
    calculation).

            


    

     

    4.           Delivery
of Stock Certificates, etc., on Exercise; Buy-In.

     

    4.1.           Delivery of
Certificates.  As soon as practicable after the exercise of
this Warrant in full or in part, and in any event within ten Business Days
thereafter (the “Delivery
Day”), the Company at its own expense (including the payment by it of any
applicable issue taxes) shall cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes and subject to the provisions of Section 2) may
direct, a certificate or certificates for the number of fully paid and
non-assessable shares of Common Stock or Other Securities to which such Holder
shall be entitled upon such exercise, plus, in lieu of any fractional share to
which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then current Market Price of one full share.

     

    4.2.           Issuance of
Certificates.  If the Company fails to deliver to the Holder a
certificate or certificates representing the Underlying Securities by the third
(3rd) trading day following the Delivery Date (or such longer or shorter time is
then required by the SEC regulations on the settlement of trades), then the
Holder will have the right to rescind such exercise. Nothing herein shall limit
a Holder's right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance or
injunctive relief with respect to the Company's failure to timely deliver
certificates representing Underlying Securities upon exercise of the Warrant as
required pursuant to the terms hereof.


    
      
         


      

      
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    5.           Adjustment for Stock Splits;
Dividends.  The number and kind of securities purchasable upon
the exercise of this Warrant and the Purchase Price shall be subject to
adjustment from time to time upon the happening of any of the
following.  In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue any shares
of its capital stock in a reclassification of the Common Stock, then the number
of Underlying Securities purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that the Holder shall be entitled to receive
the kind and number of Underlying Securities or other securities of the Company
which it would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof Upon each such adjustment of the kind and number of
Underlying Securities or other securities of the Company which are purchasable
hereunder, the Holder shall thereafter be entitled to purchase the number of
Underlying Securities or other securities resulting from such adjustment at a
Purchase Price per share or other security obtained by multiplying the Purchase
Price per share in effect immediately prior to such adjustment by the number of
Underlying Securities purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Underlying Securities or other
securities of the Company resulting from such adjustment.  An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.

     

    6.           Reorganization,
Consolidation, Merger, etc.  In case the Company shall
reorganize its capital, reclassify its capital stock, consolidate or merge with
or into another corporation (where the Company is not the surviving corporation
or where there is a change in or distribution with respect to the Common Stock
of the Company), or sell, transfer or otherwise dispose of its property, assets
or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common
Stock of the Company, then the Holder shall have the right thereafter to receive
upon exercise of this Warrant, the number of shares of common stock of the
successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event.  In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Underlying Securities for which this Warrant is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided for in
this Section 6.  For purposes of this Section 6, “common stock of the
successor or acquiring corporation” shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any other class
of stock of such corporation and which is not subject to redemption and shall
also include any evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock.  The foregoing provisions of this Section 6 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.


    
      
         


      

      
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    7.           Further Assurances;
Reports.  The Company shall take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of Underlying Securities upon the exercise
of all Warrants from time to time outstanding.  For so long as the
Holder holds this Warrant, the Company shall deliver to the Holder
contemporaneously with delivery to the holders of Common Stock, a copy of each
report of the Company delivered to such holders.

     

    8.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the Underlying Securities, the Company shall, at its expense, promptly cause its
Chief Financial Officer to compute such adjustment or readjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, and the number of shares of Common Stock or
Other Securities outstanding or deemed to be outstanding.  The Company
shall forthwith mail a copy of each such certificate to the Holder.

     

    9.           Notices of Record Date,
etc.  In the event of

     

    (a)           any
taking by the Company of a record of its stockholders for the purpose of
determining the stockholders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right, or for the purpose of determining stockholders who are
entitled to vote in connection with any proposed capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of the Company to
or consolidation or merger of the Company with or into any other Person,
or

     

    (b)           any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company,

     

    then and
in each such event the Company shall mail or cause to be mailed to each Holder
of a Warrant a notice specifying (i) the date on which any such record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right and (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the Holders of record of Underlying Securities
shall be entitled to exchange their shares of Underlying Securities for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up.  Such notice shall be mailed
at least 20 days prior to the date therein specified.


    
      
         


      

      
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    10.           Reservation of Stock, etc.,
Issuable on Exercise of Warrants.  The Company shall at all
times on and after the filing of the Restated Certificate reserve and keep
available, solely for issuance and delivery upon the exercise of the Warrants,
all shares of Common Stock (or Other Securities) from time to time issuable upon
the exercise of the Warrants.

     

    11.           Listing on Securities
Exchanges; Registration; Issuance of Certain Securities. In furtherance
and not in limitation of any other provision of this Warrant, if the Company at
any time shall list any Common Stock (or Other Securities) on any national
securities exchange or Nasdaq, the Company shall, at its expense, simultaneously
list the Underlying Securities from time to time issuable upon the exercise of
the Warrants on such exchange or Nasdaq, upon official notice of
issuance.

     

    12.           Exchange of
Warrants.  Subject to the provisions of Section 2, upon
surrender for exchange of this Warrant, properly endorsed, to the Company, as
soon as practicable (and in any event within three Business Days) the Company at
its own expense shall issue and deliver to or upon the order of the Holder
thereof a new Warrant or Warrants of like tenor, in the name of such Holder or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face of this Warrant so
surrendered.

     

    13.           Replacement of
Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction, upon delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in lieu thereof,
a new Warrant of like tenor.

     

    14.           Warrant
Agent.  The Company may, by written notice to each Holder of a
Warrant, appoint an agent having an office in New York, New York, for the
purpose of issuing Common Stock (or Other Securities) upon the exercise of the
Warrants pursuant to Section 3, exchanging Warrants pursuant to Section 13, and
replacing Warrants pursuant to Section 14, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

     

    15.           Remedies.  The
Company stipulates that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant may not be adequate, and
that such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction that may be
sought against a violation of any of the terms hereof or
otherwise.


    
      
         


      

      
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    16.           No Rights as
Stockholder.  This Warrant does not entitle the Holder hereof
to any voting rights or other rights as a stockholder of the Company prior to
the exercise hereof.

     

    17.           Negotiability,
etc.  Subject to Section 2 above, this Warrant is issued upon
the following terms, to all of which each Holder or owner hereof by the taking
hereof consents and agrees:

     

    (a)             subject
to the provisions hereof, title to this Warrant may be transferred by
endorsement (by the Holder hereof executing the form of assignment at the end
hereof) and delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery;

     

    (b)           subject
to the foregoing, any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such bona fide
purchaser and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

     

    (c)             until
this Warrant is transferred on the books of the Company, the Company may treat
the registered Holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

     

    18.           Entire Agreement; Successors
and Assigns.  This Warrant constitutes the entire contract
between the parties relative to the subject matter hereof.  This
Warrant supersedes any previous agreement among the parties with respect to the
subject matter hereof.  The terms and conditions of this Warrant shall
inure to the benefit of and be binding upon the respective permitted executors,
administrators, heirs, successors and assigns of the parties.  Nothing
in this Warrant, expressed or implied, is intended to confer upon any party,
other than the Holder and the Company, any rights, remedies, obligations or
liabilities under or by reason of this Warrant.

     

    19.           Governing Law;
Jurisdiction.  This Warrant shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts of law.  Each of the Holder and the Company
hereby irrevocably consents and submits to the jurisdiction of any New York
State or United States Federal Court sitting in the State of New York, County of
New York, over any action or proceeding arising out of or relating to this
Warrant and irrevocably consents to the service of any and all process in any
such action or proceeding in the manner for the giving of notices at its address
specified in Section 22.  Each of the Holder and the Company further
waives any objection to venue in the State of New York, County of New York and
any objection to an action or proceeding in such state and county on the basis
of forum non
conveniens.  Each of the Holder and the Company also waives any
right to trial by jury.


    
      
         


      

      
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    20.           Headings.  The
headings of the sections of this Warrant are for convenience and shall not by
themselves determine the interpretation of this Warrant.

     

    21.           Notices.  Any
notice or other communication required or permitted to be given hereunder (each
a “Notice”)
shall be given in writing and shall be made by personal delivery or sent by
courier or certified or registered first-class mail (postage pre-paid),
addressed to a party at its address shown below or at such other address as such
party may designate by three days’ advance Notice to the other
party.

     

    Any
Notice to the Holder shall be sent to the address for such Holder set forth on
books and records of the Company.Any Notice to the Company shall be sent to the
address set forth above.  Each Notice shall be deemed given and
effective upon receipt (or refusal of receipt).

     

    22.           Severability.  Whenever
possible, each provision of this Warrant shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Warrant shall be deemed prohibited or invalid under such applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
and such prohibition or invalidity shall not invalidate the remainder of such
provision or any other provision of this Warrant.

     

    23.           Amendments and
Waivers.  Any provision of this Warrant may be amended and the
observance of any provision of this Warrant may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the Holders of a majority of the Warrants
then outstanding.  Any amendment or waiver effected in accordance with
this Section 23 shall be binding upon each Holder of a Warrant.

     

    24.           Construction.  Words
(including capitalized terms defined herein) in the singular shall be held to
include the plural and vice versa as the context requires.  The words
“herein”,
“hereinafter”,
“hereunder” and
words of similar import used in this Warrant shall, unless otherwise stated,
refer to this Warrant as a whole and not to any particular provision of this
Warrant.  All references to “$” in this Warrant and the other
agreements contemplated hereby shall refer to United States dollars (unless
otherwise specified expressly).  Any reference to any gender includes
the other genders.

     

    Dated:
June 3, 2009

     

    
      
        	 
      	
                BBM
      HOLDINGS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                   

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                Attest:

              	
                   

              	 
      	 
      


      

    


    
      
         


      

      
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    FORM OF
SUBSCRIPTION

     

    (To be
signed only upon exercise of Warrant)

     

    To:  BBM
HOLDINGS, INC.


     

    The
undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder,     *    shares of
Common Stock of BBM Holdings, Inc., and herewith makes payment of $__________
or, subject to satisfaction of the conditions set forth in Section 3.5 of the
Warrant, [by initial here _____] Holder elects to exercise under the Net Issue
Exercise provisions of the Warrant, and requests that the certificates for such
shares be issued in the name of, and delivered to, ___________________, whose
address is _______________________.

     

    The
undersigned represents that the undersigned is acquiring such securities for its
own account for investment and not with a view to or for sale in connection with
any distribution thereof (except for any resale pursuant to, and in accordance
with a valid registration statement effective under the Securities Act of
1933).

     

    Dated:

     

    
      	 
      	
                  

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

            
	 
      	 
      
	 
      	
                  

            
	 
      	
              (Address)

            


    

     

    *  Insert
here the number of shares called for on the face of the Warrant (or, in the case
of a partial exercise, the portion thereof as to which the Warrant is being
exercised).


    
      
         


      

      
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    FORM OF
ASSIGNMENT

     

    (To be
signed by the Holder only upon transfer of Warrant)

    


    For value
received, the undersigned hereby sells, assigns and transfers unto
_________________________ the right represented by the within Warrant to
purchase _________ shares of Common Stock of BBM Holdings, Inc. to which the
within Warrant relates, and hereby does irrevocably constitute and appoint
______________________________ Attorney to transfer such right on the books of
BBM Holdings, Inc. with full power of substitution in the
premises.  The Warrant being transferred hereby is one of the Warrants
issued by BBM Holdings, Inc. as of June 3, 2009.

     

    Dated:_______________

     

    
      	 
      	
                  

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

            
	 
      	 
      
	 
      	
                  

            
	 
      	
              (Address)

            


    

    


    _______________________________

    Medallion
signature guaranteed by a bank

    or trust
company having its

    principal
office in New York City

    or by a
Member Firm of the New

    York
Stock Exchange

    or
American Stock Exchange


    
      
         


      

      
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