Unassociated Document


    EXHIBIT 10.5


     

    


     

    NEITHER
THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS
SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION
OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE
REASONABLY ACCEPTABLE TO THE COMPANY.

    .

     

    Maven
Media Holdings, Inc.

     

    COMMON
STOCK WARRANT

     

    No. MMH
A-1                                                                                                                         May
__, 2009

     

    Maven
Media Holdings, Inc. , a Delaware  corporation (the “Company”),
hereby certifies that ______________________________, its permissible
transferees, designees, successors and assigns (collectively, the “Holder”),
for value received, is entitled to purchase from the Company at any time and
from time to time commencing on the date first appearing above (the “Issuance
Date”), up to and through 12:01a.m. (EST) on the date three (3) years
from the Issuance Date (the “Termination
Date”) up to _______ shares (each, a “Share”
and collectively the “Shares”)
of the Company’s common stock, at an exercise price per Share equal to $1.25
(the “Exercise
Price”).  The number of Shares purchasable hereunder and the
Exercise Price are subject to adjustment as provided in Section 4
hereof.

     

    This
Warrant is being issued as part of units (the “Units”)
issued by the Company in a private placement pursuant to the Company’s
Confidential Private Placement Memorandum, as amended and/or supplemented (the
“PPM”).

     

    1.           Method of Exercise;
Payment.

     

    (a)                      Cash
Exercise.  The purchase rights represented by this Warrant may
be exercised, for cash only, by the Holder, in whole or in part, at any time, or
from time to time, by the surrender of this Warrant (with the notice of exercise
form (the "Notice of
Exercise") attached hereto as Exhibit A duly
executed) at the principal office of the Company, and by payment to the Company
of an amount equal to the Exer­cise Price multiplied by the number of the
Shares being purchased, which amount may be paid, at the election of the Holder,
by wire transfer or certified check payable to the order of the Company. The
person or persons in whose name(s) any certificate(s) repre­senting Shares
shall be issuable upon exercise of this Warrant shall be deemed to have become
the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to
have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised.

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

     (b)           Stock
Certificates.  In the event of any exercise of the rights
represented by this Warrant, as promptly as practicable after this Warrant is
surrendered and delivered to the Company along with all other appropriate
documentation on or after the date of exercise and in any event within ten (10)
days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of Shares issuable upon such exercise.  In the event this
Warrant is exercised in part, the Company at its expense will execute and
deliver a new Warrant of like tenor exercisable for the number of Shares for
which this Warrant may then be exercised.

    


    (c)           Taxes.  The
issuance of the Shares upon the exercise of this Warrant, and the delivery of
certificates or other instruments representing such Shares, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance.

    


    2.           Warrant.

     

    
      	
              (a)

            	
              Exchange, Transfer and
      Replacement.  At any time prior to the exercise hereof,
      this Warrant may be exchanged upon presentation and surrender to the
      Company, alone or with other warrants of like tenor of different
      denominations registered in the name of the same Holder, for another
      warrant or warrants of like tenor in the name of such Holder exercisable
      for the aggregate number of Shares as the warrant or warrants
      surrendered.

            


    

     

    
      	
              (b)

            	
              Replacement of
      Warrant.  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,
      will execute and deliver in lieu thereof, a new Warrant of like
      tenor.

            


    

     

    (c)    Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any transfer, exchange or replacement as provided in this Section 2, this
Warrant shall be promptly canceled by the Company.  The Holder shall
pay all taxes and all other expenses (including legal expenses, if any, incurred
by the Holder or transferees) and charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section
2.

     

    (d)   Warrant
Register.  The Company shall maintain, at its principal
executive offices (or at the offices of the transfer agent for the Warrant or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant (the “Warrant
Register”), in which the Company shall record the name and address of the
person in whose name this Warrant has been issued, as well as the name and
address of each transferee and each prior owner of this Warrant.

     

     

    
      
        
        

      

      
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    3.           Rights and Obligations of
Holders of this Warrant.  The Holder of this Warrant shall not,
by virtue hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity; provided, however, that in the
event any certificate representing shares of Common Stock or other securities is
issued to the holder hereof upon exercise of this Warrant, such holder shall,
for all purposes, be deemed to have become the holder of record of such Common
Stock on the date on which this Warrant, together with a duly executed Notice of
Exercise, was surrendered and payment of the aggregate Exercise Price was made,
irrespective of the date of delivery of such Common Stock
certificate.

     

    4.           Adjustments.

     

    (a)           Stock Dividends,
Reclassifications, Recapitalizations, Etc.  While this Warrant
is outstanding, in the event the Company:  (i) pays a dividend in
Common Stock or makes a distribution in Common Stock, (ii) subdivides its
outstanding Common Stock into a greater number of shares, (iii) combines
its outstanding Common Stock into a smaller number of shares or
(iv) increases or decreases the number of shares of Common Stock
outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then (1) the Exercise Price on the
record date of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and
(2) the number of shares of Common Stock for which this Warrant may be
exercised immediately before such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise Price immediately
after such event.

     

     (b)           Combination:
Liquidation.  While this Warrant is outstanding, (i) In
the event of a Combination (as defined below), each Holder shall have the right
to receive upon exercise of the Warrant the kind and amount of shares of capital
stock or other securities or property which such Holder would have been entitled
to receive upon or as a result of such Combination had such Warrant been
exercised immediately prior to such event (subject to further adjustment in
accordance with the terms hereof).  Unless paragraph (ii) is
applicable to a Combination, the Company shall provide that the surviving or
acquiring Person (as defined below) (the “Successor
Company”) in such Combination will assume by written instrument the
obligations under this Section 4 and
the obligations to deliver to the Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the Holder may be
entitled to acquire. “Combination”
means an event in which the Company consolidates with, mergers with or into, or
sells all or substantially all of its assets to another Person, where “Person”
means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity;
(ii) In the event of (x) a Combination where consideration to the holders of
Common Stock in exchange for their shares is payable solely in cash or (y) the
dissolution, liquidation or winding-up of the Company, the Holders shall be
entitled to receive, upon surrender of their Warrant, distributions on an equal
basis with the holders of Common Stock or other securities issuable upon
exercise of the Warrant, as if the Warrant had been exercised immediately prior
to such event, less the Exercise Price.  In case of any Combination
described in this Section 4, the
surviving or acquiring Person and, in the event of any dissolution, liquidation
or winding-up of the Company, the Company, shall deposit promptly with an agent
or trustee for the benefit of the Holders of the funds, if any, necessary to pay
to the Holders the amounts to which they are entitled as described
above.  After such funds and the surrendered Warrant are received, the
Company is required to deliver a check in such amount as is appropriate (or, in
the case or consideration other than cash, such other consideration as is
appropriate) to such Person or Persons as it may be directed in writing by the
Holders surrendering such Warrant.

     

     

     

    
      
        
        

      

      
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     (c)
Notice of
Adjustment.  Whenever the Exercise Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of the
Warrant is adjusted, as provided in this Section 4, the
Company shall deliver to the holders of the Warrant in accordance with Section 10 a
certificate of the Company’s Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated (including a description of the basis on which
(i) the Board of Directors determined the fair value of any evidences of
indebtedness, other securities or property or warrants, options or other
subscription or purchase rights and (ii) the Current Market Value (as defined
below) of the Common Stock was determined, if either of such determinations were
required), and specifying the Exercise Price and number of shares of Common
Stock issuable upon exercise of the Warrant after giving effect to such
adjustment.

     

    (d)  Notice of Certain
Transactions.  While this Warrant is outstanding, in the event
that the Company shall propose (a) to pay any dividend payable in
securities of any class to the holders of its Common Stock or to make any other
non-cash dividend or distribution to the holders of its Common Stock,
(b) to offer the holders of its Common Stock rights to subscribe for or to
purchase any securities convertible into shares of Common Stock or shares of
stock of any class or any other securities, rights or options, (c) to
effect any capital reorganization, reclassification, consolidation or merger
affecting the class of Common Stock, as a whole, or (d) to effect the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
the Company shall, within the time limits specified below, send to each Holder a
notice of such proposed action or offer.  Such notice shall be mailed
to the Holders at their addresses as they appear in the Warrant Register, which
shall specify the record date for the purposes of such dividend, distribution or
rights, or the date such issuance or event is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be
fixed, and shall briefly indicate the effect of such action on the Common Stock
and on the number and kind of any other shares of stock and on other property,
if any, and the number of shares of Common Stock and other property, if any,
issuable upon exercise of each Warrant and the Exercise Price after giving
effect to any adjustment pursuant to Section 4 which
will be required as a result of such action.  Such notice shall be
given as promptly as possible and (x) in the case of any action covered by
clause (a) or (b) above, at least ten (10) days prior to the record date for
determining holders of the Common Stock for purposes of such action or (y) in
the case of any other such action, at least twenty (20) days prior to the date
of the taking of such proposed action or the date of participation therein by
the holders of Common Stock, whichever shall be the earlier.

     

    (e)  Current Market
Value.  The “Current
Market Value” per share of Common Stock or any other security at any date
means (i) if the security is not registered under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”) and/or traded on a national securities exchange, quotation system
or bulletin board, (a) the value of the security, determined in good faith by
the Board of Directors of the Company and certified in a board resolution, based
on the most recently completed arm’s-length transaction between the Company and
a Person other than an affiliate of the Company or between any two such Persons
and the closing of which occurs on such date or shall have occurred within the
six-month period preceding such date, or (b) if no such transaction shall have
occurred within the six-month period, the value of the security as determined by
an independent financial expert or an agreed upon financial valuation model or
(ii) if the security is registered under the Exchange Act and/or traded on a
national securities exchange, quotation system or bulletin board, the average of
the daily closing bid prices (or  the equivalent in an
over-the-counter market) for each day on which the Common Stock is traded for
any period on the principal securities exchange or other securities market on
which the common Stock is being traded (each, a “Trading
Day”) during the period commencing thirty (30) days before such date and
ending on the date one (1) day prior to such date.

     

    5.           Registration
Rights.  The Holder shall, with respect to the Shares, have the
resale registration rights set forth in Section 5 of the
Subscription Agreement attached to the PPM by and between the Company and the
Holder.

     

    6.           Fractional
Shares.  In lieu of issuance of a fractional share upon any
exercise hereunder, the Company will issue an additional whole share in lieu of
that fractional share, calculated on the basis of the Exercise
Price.

     

     

    
      
        
        

      

      
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    7.           Legends.  Prior
to issuance of the shares of Common Stock underlying this Warrant, all such
certificates representing such shares shall bear a restrictive legend to the
effect that the Shares represented by such certificate have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”), and that the Shares may not be sold or transferred in the absence
of such registration or an exemption therefrom, such legend to be substantially
in the form of the bold-face language appearing at the top of Page 1 of this
Warrant.

     

    8.           Disposition of Warrants or
Shares.  The Holder of this Warrant, each transferee hereof and
any holder and transferee of any Shares, by his or its acceptance thereof,
agrees that no public distribution of Warrants or Shares will be made in
violation of the provisions of the Securities Act.  Furthermore, it
shall be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company his or its written agreement to accept and be bound by
all of the terms and conditions contained in this Warrant.

     

    9.           Merger or
Consolidation.  The Company will not merge or consolidate with
or into any other corporation, or sell or otherwise transfer its property,
assets and business substantially as an entirety to another corporation, unless
the corporation resulting from such merger or consolidation (if not the
Company), or such transferee corporation, as the case may be, shall expressly
assume, by supplemental agreement reasonably satisfactory in form and substance
to the Holder, the due and punctual performance and observance of each and every
covenant and condition of this Warrant to be performed and observed by the
Company.

     

    10.           Notices.  Except
as otherwise specified herein to the contrary, all notices, requests, demands
and other communications required or desired to be given hereunder shall only be
effective if given in writing by certified or registered U.S. mail with return
receipt requested and postage prepaid; by private overnight delivery service
(e.g. Federal Express); by facsimile transmission (if no original documents or
instruments must accompany the notice); or by personal delivery.  Any
such notice shall be deemed to have been given (a) on the business day
immediately following the mailing thereof, if mailed by certified or registered
U.S. mail as specified above; (b) on the business day immediately following
deposit with a private overnight delivery service if sent by said service; (c)
upon receipt of confirmation of transmission if sent by facsimile transmission;
or (d) upon personal delivery of the notice.  All such notices shall
be sent to the following addresses (or to such other address or addresses as a
party may have advised the other in the manner provided in this Section 10):

     

    
      	
              if
      to the Company:

            	
              Maven
      Media Holdings, Inc.

            


    

    
      	
               
      

            	
              1185
      Avenue of the Americas, 20th
      Floor

            


    

    New York,
NY 10036

    Attention:
Christopher d’Arnaud-Taylor, CEO

    Facsimile:
646-723-4001

    


    with copy
to:                                  Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
NY 10006

    Attention:  Thomas A. Rose,
Esq.

    Facsimile: (212) 930-9725

    


    Notwithstanding
the time of effectiveness of notices set forth in this Section 10, a Notice
of Exercise shall not be deemed effectively given until it has been duly
completed and submitted to the Company together with this original Warrant and
payment of the Exercise Price in a manner set forth in this Section
10.

     

     

     

    
      
        
        

      

      
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      11.                      Limitation on
Exercise. Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Holder upon
any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its affiliates and any other persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for
purposes of Section 13(d) of the Exchange Act, does not exceed 4.99%
of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder. The holder may waive the
restriction in whole or in part upon and effective after 61 days prior written
notice to the Company. This provision shall not restrict the number of shares of
Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder
may receive in the event of a merger or other business combination or
reclassification involving the Company.

    


    12.           Governing
Law.  This Agreement shall be governed by and construed solely
and exclusively in accordance with and pursuant to the internal laws of the
State of New York without regard to the conflicts of laws principles thereof.
The parties hereto hereby expressly and irrevocably agree that any suit or
proceeding arising directly and/or indirectly pursuant to or under this
Agreement shall be brought solely in a federal or state court located in the
City, County and State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the in personam jurisdiction
of the federal and state courts located in the City, County and State of New
York and agree that any process in any such action may be served upon any of
them personally, or by certified mail or registered mail upon them or their
agent, return receipt requested, with the same full force and effect as if
personally served upon them in New York City. The parties hereto expressly and
irrevocably waive any claim that any such jurisdiction is not a convenient forum
for any such suit or proceeding and any defense or lack of in personam jurisdiction
with respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
all of its reasonable counsel fees and disbursements.

     

    13.           Successors and
Assigns.  This Warrant shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
assigns.

     

    14.           Headings.  The
headings of various sections of this Warrant have been inserted for reference
only and shall not affect the meaning or construction of any of the provisions
hereof.

     

    15.           Severability. If any
provision of this Warrant is held to be unenforceable under applicable law, such
provision shall be excluded from this Warrant, and the balance hereof shall be
interpreted as if such provision were so excluded.

     

    16.           Modification and
Waiver.  This Warrant and any provision hereof may be amended,
waived, discharged or terminated only by an instrument in writing signed by the
Company and the Holder.

     

    17.           Specific
Enforcement.  The Company and the Holder acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Warrant were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Warrant and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which either of them may
be entitled by law or equity.

     

    18.           Assignment.  This
Warrant may be transferred or assigned, in whole or in part, at any time and
from time to time by the then Holder by submitting this Warrant to the Company
together with a duly executed Assignment in substantially the form and substance
of the Form of Assignment which accompanies this Warrant as Exhibit B
hereto, and, upon the Company’s receipt thereof, and in any event, within five
(5) business days thereafter, the Company shall issue a Warrant to the Holder to
evidence that portion of this Warrant, if any as shall not have been so
transferred or assigned.

     

    


     

    (Signature
Page Immediately Follows)

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed, manually or by facsimile,
by one of its officers thereunto duly authorized.

     

    
      	
               

               

               

              Date:
      May __, 2009

            	
              MAVEN
      MEDIA HOLDINGS, INC.

               

               

              By:____________________________________

              Name:

              Title:

            


    

     

     

     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    TO

     

    WARRANT

     

    NOTICE OF
EXERCISE

     

    To Be
Executed by the Holder

     

    in Order
to Exercise the Warrant

     

    The
undersigned Holder hereby elects to purchase _______ Shares pursuant to the
attached Warrant, and requests that certificates for securities be issued in the
name of:

     

    __________________________________________________________

     

    (Please
type or print name and address)

     

    __________________________________________________________

     

    __________________________________________________________

     

    __________________________________________________________

     

    (Social
Security or Tax Identification Number)

     

    and
delivered

    to:_________________________________________________________________

     

    ___________________________________________________________________.

     

    (Please
type or print name and address if different from above)

     

    If such
number of Shares being purchased hereby shall not be all the Shares that may be
purchased pursuant to the attached Warrant, a new Warrant for the balance of
such Shares shall be registered in the name of, and delivered to, the Holder at
the address set forth below.

     

    In full
payment of the purchase price with respect to the Shares purchased and transfer
taxes, if any, the undersigned hereby tenders payment of $__________ by check,
money order or wire transfer payable in United States currency to the order of
[________________].

     

    
      
        
          	 
      	
                  HOLDER:

                   

                   

                  By:_____________________________________

                  Name:

                  Title:

                  Address:

                
	
                   

                   

                  Dated:_______________________

                	 
      


        

      

    

     

     

     

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    TO

     

    WARRANT

     

    FORM OF
ASSIGNMENT

     

    (To be
signed only on 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 Maven Media Corporation, a Delaware corporation, to
which the within Warrant relates, and appoints ____________________ Attorney to
transfer such right on the books of Maven Media Corporation  a
Delaware corporation, with full power of substitution of premises.

     

    
      
        
          
            	
                    Dated:

                  	
                    By:______________________________

                    Name:

                     Title:

                    (signature
      must conform to name

                    of
      holder as specified on the factof the Warrant)

                  
	 
      	
                     

                     

                    Address:

                  


          

        

      

    

    


     

    Signed in
the presence of :

     

    Dated:

     

     

     

     

     

    9