Exhibit 10.4


 


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i)
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE
144 PROMULGATED UNDER THE ACT.


 


	 	 	Las Vegas, Nevada
	Date of Issuance: ____ __, 2019	 	Void after: ____ __, 2022
	 	 	 


 


 


WARRANT TO PURCHASE COMMON STOCK


of


GLOBE PHOTOS, INC.


 


This Warrant to Purchase
Common Stock of Globe Photos, Inc. (this “Warrant”), is issued to [_______] (and, together with its permitted
successors and assigns, the “Holder”) by Globe Photos, Inc., a Delaware corporation (the “Company”).
This Warrant is issued as part of a series of similar warrants (the “Warrants”) to certain persons and entities
(the “Holders”).


 


1.              
Purchase of Shares.


 


(a)            
Number of Shares. Subject to the terms and conditions set forth herein, in consideration for the extension of the
maturity date under the terms of that certain Convertible Promissory Note, by and between the Holder and Company issued as part
of a series of similar notes to the Holders (the “Note”), the Holder is entitled, upon surrender of this Warrant
at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase
from the Company [______] fully paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”),
which represents an amount equivalent to twenty five percent (25%) of (i) the convertible number of shares of Common Stock the
Holder is entitled pursuant to the Note as of the date hereof and (ii) those certain shares of Common Stock held by the Holder
which were acquired pursuant to a Regulation S transaction in or about May 2019.


 


(b)            
Exercise Price. The exercise price for the shares of Common Stock issuable pursuant to Section 1(a) of this Warrant
(the “Warrant Shares”) shall be $9.00 per share (the “Exercise Price”). The Warrant Shares
and the Exercise Price shall be subject to adjustment pursuant to Section 8 hereof.


 


2.              
Exercise Period. This Warrant shall be exercisable beginning on the date of this Warrant and ending at 5:00 p.m.
Pacific time on the three (3) year anniversary of the date hereof (the “Exercise Period”); provided, however,
that this Warrant shall no longer be exercisable and become null and void upon the consummation of a Change of Control. In the
event of a Change of Control, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Change
of Control. For the purposes hereof, a “Change of Control” shall mean (i) the direct or indirect sale or transfer,
in a single transaction or a series of related transactions, by the stockholders of the Company of voting securities, in which
the holders of the outstanding voting securities of the Company immediately prior to such transaction or series of transactions
hold, as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing less than fifty
percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity
immediately after such transaction or series of related transactions; (ii) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately
prior to such merger or consolidation hold as a result of holding Company securities prior to such transaction, in the aggregate,
securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of
the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation; (iii) a reverse merger
in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately
prior to such merger hold as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing
less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the
acquiring entity immediately after such merger; or (iv) the sale, transfer or other disposition (in one transaction or a series
of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the holders
of the outstanding voting securities of the Company immediately prior to such transaction(s) receive as a distribution with respect
to securities of the Company, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting
power of all outstanding voting securities of the acquiring entity immediately after such transaction(s). Notwithstanding the foregoing
or anything herein contained to the contrary, the following shall not be deemed to constitute a Change in Control: (A) a merger
effected exclusively for the purpose of changing the domicile of the Company; or (B) a transaction or series of related transactions
in which the stockholders of the Company immediately following such transaction or series of related transactions own 50% or less
of the voting power of the Company if such transactions were undertaken wholly or primarily for capital raising purposes.


 


 






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3.              
Method of Exercise.


 


(a)            
While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole
or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(i)             
the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary
of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and


 


(ii)           
the payment in cash to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being
purchased.


 


(b)            
Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day
on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose
name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall
be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate.


 


(c)            
As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to
be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may direct:


 


(i)             
a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and


 


(ii)           
in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of Warrant Shares equal to the number of such Warrant Shares described in this Warrant
minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above.


 


4.              
Intentionally omitted.


 


5.              
Warranties and Covenants of the Company. 


 


(a)            
In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that the
Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrants for the consideration expressed therein,
will be (i) duly and validly issued, fully paid and nonassessable, (ii) free from all taxes, liens and charges with respect to
the issuance thereof, and (iii) based in part upon the representations and warranties of the Holders in this Warrant, will be issued
in compliance with all applicable federal and state securities laws.


 


(b)            
The Company covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved
a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at
any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock shall not
be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for
such purposes.


 


(c)            
In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the Holder, at least
10 days prior to the date of such record, a notice specifying the date on which such record is to be taken for the purpose of such
dividend or distribution.


 


6.              
Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder
hereby represents and warrants to the Company that:


 


 


 






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(a)            
Authorization. Holder represents that it has full power and authority to enter into this Warrant. This Warrant constitutes
the Holder’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by
(i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’
rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(b)            
Purchase Entirely for Own Account. The Holder acknowledges that this Warrant is entered into by the Holder in reliance
upon such Holder’s representation to the Company that the Warrant and the Warrant Shares (collectively, the “Securities”)
will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale
or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in or
otherwise distributing the same. By acknowledging this Warrant, the Holder further represents that the Holder does not have any
contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to
any third person, with respect to the Securities.


 


(c)            
Disclosure of Information. The Holder acknowledges that it has received all the information it considers necessary
or appropriate for deciding whether to acquire the Securities. The Holder further represents that it has had an opportunity to
ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities.


 


(d)            
Investment Experience. The Holder acknowledges that it is able to fend for itself, can bear the economic risk of
its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits
and risks of the investment in the Securities. If other than an individual, the Holder also represents it has not been organized
solely for the purpose of acquiring the Securities.


 


(e)            
Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation
D, as presently in effect, as promulgated by the Securities and Exchange Commission (the “SEC”) under the Act.


 


(f)             
Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the Act,
only in certain limited circumstances. In this connection, each Holder represents that it is familiar with Rule 144, as presently
in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed
thereby and by the Act.


 


(g)            
Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further
agrees not to make any disposition of all or any portion of the Shares unless and until the transferee has agreed in writing for
the benefit of the Company to be bound by the terms of this Warrant, including, without limitation, this Section 6, Section 19,
and:


 


(i)             
there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or


 


(ii)           
the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require
registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions
made pursuant to Rule 144 except in extraordinary circumstances.


 


(h)            
Legends. It is understood that the Securities may bear the following legend, or substantially similar legends:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED
UNDER THE ACT.”


 


 


 






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7.              
Registration Rights. Whenever the Company proposes to register any of its securities under the Securities Act of
1933, as amended (other than pursuant to a registration primarily for sales of securities to employees of the Company under Form
S-8 or pursuant to a business combination under Form S-4), the Company will include in such registration all Warrants and Warrant
Shares held by the Holders (a "Piggyback Registration").


 


8.              
Adjustment of Exercise Price and Number of Shares. The number and kind of Warrant Shares purchasable upon exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a)            
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to
the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional
shares of its Common Stock or Common Stock as a dividend with respect to any shares of its Common Stock, the number of Warrant
Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise
Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this
Warrant (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.


 


(b)            
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change
in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section
8(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly
executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall
have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the
exercise of this Warrant, the kind and amount of shares of stock and other securities or property receivable in connection with
such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant
Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions
shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments
shall be made to the Exercise Price per Share payable hereunder, provided the aggregate Exercise Price shall remain the
same.


 


(c)            
Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon
exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number
of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.


 


(d)            
Conversion of Common Stock. In the event that all outstanding shares of Common Stock are converted to any other security,
this Warrant shall become exercisable for such other security.


 


9.              
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but in lieu of such fractional shares the Company shall round up to the nearest whole share.


 


10.           
No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder
with respect to the Warrant Shares, including (without limitation) the right to vote such Warrant Shares, receive dividends or
other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and, except as otherwise provided
in this Warrant, such Holder shall not be entitled to any stockholder notice or other communication concerning the business or
affairs of the Company.


 


11.           
Governing Law; Venue. This Warrant shall be governed by and construed under the laws of the State of Nevada as applied
to agreements among Nevada residents, made and to be performed entirely within the State of Nevada. The parties agree that any
dispute arising in connection with the interpretation or validity of, or otherwise arising out of, this Warrant, will be subject
to the exclusive jurisdiction of the Nevada State and Federal Courts in and for Clark County, Nevada. The parties hereby agree
to submit to the personal and exclusive jurisdiction and venue of such courts and agree that process may be served in the manner
provided herein for the giving of notices or otherwise as allowed by applicable law. Each party hereto waives any defense of inconvenient
forum to the maintenance of any action so brought and waives any bond, surety, or other security that might be required of any
other party with respect thereto.


 


 


 






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12.           
Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon,
the Company and the holders hereof and their respective successors and permitted assigns.


 


13.           
Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to
be considered in construing or interpreting this Warrant.


 


14.           
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the respective parties at addresses set forth on the signature pages hereto (or at such other addresses as shall
be specified by notice given in accordance with this Section 14).


 


15.           
Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing
party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief
to which such party may be entitled.


 


16.           
Entire Agreement; Amendments and Waivers. This Warrant and any other documents delivered pursuant hereto constitute
the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Nonetheless,
any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the written consent of the Company and the consent of the
Holders of at least a majority of the outstanding Warrants (the “Majority Holders”).


 


17.           
Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor
as the lost, stolen, destroyed or mutilated Warrant.


 


18.           
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 of the Warrant shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.


 


19.           
“Market Stand-Off” Agreement. The Warrant Shares issuable upon exercise of this Warrant is subject to
that certain Lock-up Agreement previously executed by Holder. The Holder, or a transferee thereof, shall not, directly or indirectly,
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of,
purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing
transactions with respect to, any capital stock acquired through the exercise of this Warrant without the prior written consent
of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for
such period of time set forth in the Lock-up Agreement. The Company’s underwriters shall be beneficiaries of the agreement
set forth in this Section 19.


 


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IN WITNESS WHEREOF,
the parties have executed this Warrant as of the date first written above.


 


 





	 	GLOBE PHOTOS, INC.
	 	 
	 	 
	 	By: ___________________
	 	Name: Stuart Scheinman
	 	Title:  Chief Executive Officer
	 	 
	 	Address:  6445 South Tenaya Way, B-130
	 	                 Las Vegas, NV 89113


 


 


ACKNOWLEDGED AND AGREED:


 


[Name of Holder]


 


By: _________________________


Name: ______________________


Title: ______________________


 


 


 






    	 	6	 



     


    

 


 


NOTICE
OF EXERCISE


 


GLOBE PHOTOS, INC.


 


Attention: Corporate Secretary


 


The undersigned hereby
elects to purchase, pursuant to the provisions of the Warrant, as follows:


 


		q	_____________ shares of Common Stock pursuant to the terms of the attached Warrant, and tenders
herewith payment in cash of the Exercise Price of such Warrant Shares in full, together with all applicable transfer taxes, if
any.



 


The undersigned hereby
represents and warrants that Representations and Warranties in Section 6 hereof are true and correct as of the date hereof.


 


 





	 	HOLDER:
	 	 
	Date:___________________	By: ______________________
		 
	 	Address: ___________________
	 	                 ___________________
	 	                ___________________
	 	 
	Name in which Warrant Shares should be registered:	 
	_________________	 
	 	 




 


 




 


 


 






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