Exhibit 4.1


 


THE
SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT (i) EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE BRIGHT MOUNTAIN MEDIA, INC., THAT
SUCH REGISTRATION IS NOT REQUIRED, OR (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.


 


	July
    [●], 2019	No.
    W-__


 


BRIGHT
MOUNTAIN MEDIA, INC.


 


SERIES
B-1 COMMON STOCK PURCHASE WARRANT


 


This
certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, [●] (“Holder”)
is entitled to purchase, subject to the terms and conditions of this Warrant, from Bright Mountain Media, Inc., a Florida corporation
(the “Company”), [●] fully paid and nonassessable shares of the Company’s common stock, par
value $0.01 per share (“Common Stock”). Holder shall be entitled to purchase the shares of Common Stock
in accordance with Section 2 at any time subsequent to the date of this Warrant set forth above and prior to the Expiration
Date (as defined below). The shares of Common Stock of the Company for which this Warrant is exercisable, as adjusted from time
to time pursuant to the terms hereof, are hereinafter referred to as the “Shares.” This Warrant is one
of a series of Warrants issued and sold pursuant to the terms and conditions of the Company’s Confidential Private Offering
Term Sheet for Offering of Series B-1 Warrants dated July 11, 2019 and the exhibits (the “Offering Documents”),
as may be supplemented from time to time.


 


1.
Exercise Period; Price.


 


1.1.
Exercise Period. This Warrant shall be immediately exercisable and the exercise period (“Exercise Period”)
shall terminate at 5:00 p.m. Eastern time on July [●], 2024 (the “Expiration Date”).


 


1.2.
Exercise Price. The initial purchase price for each of the Shares shall be $1.00 per share. Such price shall be
subject to adjustment pursuant to the terms hereof (such price, as adjusted from time to time, is hereinafter referred to as the
“Exercise Price”).


 


2.
Exercise and Payment.


 


2.1.
Exercise. At any time after the date of this Warrant, this Warrant may be exercised, in whole or in part, from time
to time by the Holder, during the term hereof, by surrender of this Warrant and the Notice of Exercise attached hereto as Annex
I, duly completed and executed by the Holder, to the Company at the principal executive offices of the Company, together with
payment in the amount obtained by multiplying the Exercise Price then in effect by the number of Shares thereby purchased, as
designated in the Notice of Exercise. Payment may be in cash, wire transfer or by check payable to the order of the Company in
immediately available funds. If not exercised in full, this Warrant must be exercised for a whole number of Shares.


 


2.2.
Cashless Exercise. If: (i) the Company shall have failed to timely file the Resale Registration Statement (as hereinafter
defined); or (ii) at any time thereafter during the Exercise Period there is not an effective registration statement registering
the Shares, or the prospectus contained therein is not available for the issuance of the Shares to the Holder, for a period of
at least sixty (60) days following the delivery of the Suspension Notice (as hereinafter defined), then this Warrant may also
be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled
to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A)
= the average of the closing sale prices for the five (5) trading days immediately prior to (but not including) the exercise date;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 




    	1



     


    

 


When
used herein, a “Suspension Notice” shall mean the occurrence of any of the following events: (i) any
request by the Securities and Exchange Commission (“SEC”) or any other federal or state governmental
authority, during the period of effectiveness of the Resale Registration Statement, for amendments or supplements to such registration
statement or related prospectus or for additional information; (ii) the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Resale Registration Statement or the initiation of any proceedings
for that purpose; (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Shares for sale in any jurisdiction from a state governmental authority or the initiation
of any proceeding for such purpose by a state governmental authority; or (iv) any event or circumstance which necessitates the
making of any changes to the Resale Registration Statement or related prospectus, or any document incorporated or deemed to be
incorporated therein by reference, so that, in the case of the Resale Registration Statement, it will not include any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein
not misleading and, in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. The Company will promptly provide written notice to the Holder of the occurrence of any Suspension Event. The Company
shall thereafter promptly prepare a supplement or amendment to the Resale Registration Statement to correct such untrue statement
or omission, and provide a copy of such supplement or amendment to the Holder. The Company shall also promptly notify the Holder
in writing (x) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration
statement or any post-effective amendment has become effective and (y) of the Company’s reasonable determination that a
post-effective amendment to a registration statement would be appropriate.


 


For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”), it is intended,
understood and acknowledged that the Shares issued in a cashless exercise transaction shall be deemed to have been acquired by
the Holder, and the holding period for the Shares shall be deemed to have commenced, on the date this Warrant was originally issued
pursuant to the Offering Documents (provided the SEC continues to take the position that such treatment is proper at the time
of such exercise).


 


2.3.
Holder’s Exercise Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall
not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates (as that term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by the Holder or any of its Affiliates, and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to
a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of
the Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall
have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation. For purposes
of this Section 2.3, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities
and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or
oral request of a Holder, the Company shall as promptly as practicable confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’
prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.3, provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2.3 shall continue to apply. Any such increase or decrease will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to
a successor holder of this Warrant.


 




    	2



     


    

 


3.
Company’s Right to Call this Warrant. Subject to the terms and conditions set forth herein, and providing that
there is an effective registration statement registering the Shares issuable upon exercise of this Warrant, during the Exercise
Period, upon thirty (30) days prior written notice to the Holder (each, a “Call Notice”) following the
date on which the last sale price of the Company’s Common Stock equals or exceeds $1.50 per share for ten (10) consecutive
trading days, as may be adjusted for stock splits, stock dividends and similar corporate events, if the average daily trading
volume of the Company’s Common Stock is not less than thirty thousand (30,000) shares during such ten (10) consecutive trading
day period, the Company shall have the right to call any or all of the Warrants at a call price of $0.01 per underlying Share
(the “Call Price”). Warrant holders shall have the period from the date of the Call Notice until 5 p.m.,
Eastern time, on the twentieth (20th) day following the Call Notice (the “Call Date”) to exercise the
Warrant pursuant to the terms hereof. Any Warrants which have been called but remain unexercised by the Call Date shall automatically
terminate and no longer entitle the Holder to exercise such Warrant or to receive any consideration therefor, other than the Call
Price. For any Warrants which are not exercised by the Call Date, the Company shall promptly as possible following the Call Date
pay the Call Price to the Holder of any Warrants which have been called and not exercised.


 


4.
Registration Rights. No later than two hundred and seventy (270) days (the “Filing Deadline”)
following the Final Inform Closing (as that term is defined in the Offering Documents), the Company will file a registration statement
with the SEC to register the resale of the Shares by the Holder so as to permit the public resale thereof (the “Resale
Registration Statement”). The Company will use its reasonable efforts to ensure that such Resale Registration Statement
is declared effective by the SEC as soon as practicable. The Company will keep such Resale Registration Statement effective until
the earlier of the date upon which all Shares may be sold without registration under Rule 144 or the date which is six (6) months
after the expiration of the Warrants. If the Company should fail to file the Resale Registration Statement by the Filing Deadline,
then within five (5) business days of the end of month the Company shall pay the Holder an amount in cash, as partial liquidated
damages, equal to two percent (2%) of the aggregate Purchase Price (as that term is defined in the Offering Documents) paid by
such Holder for each 30 days, or portion thereof, until the earlier of the date the deficiency is cured or the expiration of six
(6) months from Filing Deadline (the “Penalty”). No Holder shall be entitled to a Penalty payment pursuant
to this Section 4 if the filing of the Resale Registration Statement has been delayed as the result of the failure by such
Holder to promptly provide on request by the Company the information required under the Subscription Agreement which is part of
the Offering Documents. Notwithstanding any other provision of this Warrant, if any (i) any publicly-available written guidance,
or rule of general applicability of the SEC staff, or (ii) oral or written comments, requirements or requests of the SEC staff
to the Company in connection with the review of the Resale Registration Statement sets forth a limitation on the number of Shares
to be registered in the Resale Registration Statement (and the Company has used its best efforts to advocate with the SEC for
the registration of all or the maximum number of Shares), the number of Shares to be registered on such Resale Registration Statement
will be reduced on a pro rata basis among the purchasers of Warrants issued and sold pursuant to the Offering Documents based
on the total number of Shares underlying Warrants held by such purchasers.


 




    	3



     


    

 


5.
Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery
upon exercise of this Warrant such number of Shares or other shares of capital stock of the Company from time to time issuable
upon exercise of this Warrant. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly
issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions
on sale and free and clear of all preemptive rights.


 


6.
Delivery of Stock Certificates. Within three (3) trading days after exercise, in whole or in part, of this Warrant,
the Company shall issue in the name of and deliver to the Holder a certificate or certificates for the number of fully paid and
nonassessable Shares which the Holder shall have requested in the Notice of Exercise. If this Warrant is exercised in part, the
Company shall deliver to the Holder a new Warrant (dated the date hereof and of like tenor) for the unexercised portion of this
Warrant at the time of delivery of such stock certificate or certificates.


 


7.
No Fractional Shares. This Warrant must be exercised for a whole number of Shares. No fractional shares or scrip representing
fractional Shares will be issued upon exercise of this Warrant. Any fractional Share which otherwise might be issuable on the
exercise of this Warrant as a result of the anti-dilution provisions Section 10 hereof will be rounded up to the nearest whole
Share.


 


8.
Charges, Taxes and Expenses. The Company shall pay all transfer taxes or other incidental charges, if any, in connection
with the transfer of the Shares purchased pursuant to the exercise hereof from the Company to the Holder.


 


9.
Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor
and dated as of such cancellation, in lieu of this Warrant.


 


10.
Saturdays, Sundays, Holidays, Etc. If the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding weekday which is not a legal holiday.


 


11.
Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of and kind of securities purchasable
upon exercise of this Warrant shall be subject to adjustment from time to time as follows:


 


11.1
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the date hereof but prior
to the expiration of this Warrant subdivide its outstanding securities as to which purchase rights under this Warrant exist, by
split-up or otherwise, or combine its outstanding securities as to which purchase rights under this Warrant exist, the number
of Shares as to which this Warrant is exercisable as of the date of such subdivision, split-up or combination shall forthwith
be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant as of such date shall remain the same.


 




    	4



     


    

 


11.2
Stock Dividend. If at any time after the date hereof the Company declares a dividend or other distribution on its
Common Stock payable in Common Stock or other securities or rights convertible into Common Stock (“Common Stock Equivalents”)
without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon exercise or conversion thereof), then the number of Shares for
which this Warrant may be exercised shall be increased as of the record date (or the date of such dividend distribution if no
record date is set) for determining which holders of Common Stock shall be entitled to receive such dividend, in proportion to
the increase in the number of outstanding shares (and shares of Common Stock issuable upon conversion of all such securities convertible
into Common Stock) of Common Stock as a result of such dividend, and the Exercise Price shall be adjusted so that the aggregate
amount payable for the purchase of all the Shares issuable hereunder immediately after the record date (or on the date of such
distribution, if applicable), for such dividend shall equal the aggregate amount so payable immediately before such record date
(or on the date of such distribution, if applicable).


 


11.3.
Other Distributions. If at any time after the date hereof the Company distributes to holders of its Common Stock,
other than as part of its dissolution or liquidation or the winding up of its affairs, any shares of its capital stock, any evidence
of indebtedness or any of its assets (other than cash, Common Stock or Common Stock Equivalents), then the Company may, at its
option, either (i) decrease the Exercise Price of this Warrant by an appropriate amount based upon the value distributed on each
share of Common Stock as determined in good faith by the Company’s Board of Directors, or (ii) provide by resolution of
the Company’s Board of Directors that on exercise of this Warrant, the Holder hereof shall thereafter be entitled to receive,
in addition to the shares of Common Stock otherwise receivable on exercise hereof, the number of shares or other securities or
property which would have been received had this Warrant at the time been exercised.


 


11.4
Effect of Consolidation, Merger or Sale. In case of any reclassification, capital reorganization, or change of securities
of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of any subdivision, combination, stock dividend or other distribution provided for in
Sections 11.1, 11.2 and 11.3 above), or in case of any consolidation or merger of the Company with or into
any corporation (other than a consolidation or merger with another corporation in which the Company is the acquiring and the surviving
corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this
Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance
satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant,
so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon
the exercise of the unexercised portion of this Warrant, and in lieu of the Shares theretofore issuable upon exercise of this
Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, capital
reorganization, change, merger or sale by a holder of the number of Shares then purchasable under this Warrant. In any such case,
appropriate provisions shall be made with respect to the rights and interest of Holder so that the provisions hereof shall thereafter
be applicable to any shares of stock or other securities and property deliverable upon exercise hereof, or to any new Warrant
delivered pursuant to this Section 11.4, and appropriate adjustments shall be made to the Exercise Price per share payable
hereunder, provided, that the aggregate Exercise Price shall remain the same. The provisions of this Section 11.4 shall
similarly apply to successive reclassifications, capital reorganizations, changes, mergers and transfers.


 


12.
Notice of Adjustments; Notices. Whenever the Exercise Price or number of Shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall execute and deliver to the Holder a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and
the Exercise Price and number of and kind of securities purchasable hereunder after giving effect to such adjustment, and shall
cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder.


 




    	5



     


    

 


13.
Rights As Shareholder; Notice to Holders. Nothing contained in this Warrant shall be construed as conferring upon the
Holder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder
in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever
as shareholders of the Company. The Company shall give notice to the Holder by registered mail if at any time prior to the expiration
or exercise in full of the Warrants, any of the following events shall occur:


 


(i)
a dissolution, liquidation or winding up of the Company shall be proposed;


 


(ii)
a capital reorganization or reclassification of the Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of any subdivision, combination, stock dividend or other distribution)
or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another
corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification
or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all
of the assets of the Company; or


 


(iii)
a 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 (other than a cash dividend) for other distribution, 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 rights.


 


Such
giving of notice shall be simultaneous with (or in any event, no later than) the giving of notice to holders of Common Stock.
Such notice shall specify the record date or the date of closing the stock transfer books, as the case may be. Failure to provide
such notice shall not affect the validity of any action contemplated in this Section 13.


 


14.
Restricted Securities. The Holder understands that this Warrant and the Shares purchasable hereunder constitute “restricted
securities” under the federal securities laws inasmuch as they are, or will be, acquired from the Company in transactions
not involving a public offering and accordingly may not, under such laws and applicable regulations, be resold or transferred
without registration under the Act, or an applicable exemption from such registration. The Holder further acknowledges that a
securities legend to the foregoing effect shall be placed on any Shares issued to the Holder upon exercise of this Warrant.


 


15.
Disposition of Shares; Transferability.


 


15.1
Transfer. This Warrant shall be transferable only on the books of the Company, upon delivery thereof duly endorsed
by the Holder or by its duly authorized attorney or representative, accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall execute and deliver new Warrants to the person entitled
thereto.


 


15.2
Rights, Preferences and Privileges of Common Stock. The powers, preferences, rights, restrictions and other matters
relating to the shares of Common Stock will be as determined in the Company’s Amended and Restated Articles of Incorporation,
as amended, as then in effect.


 


16.
Miscellaneous.


 


16.1
Binding Effect. This Warrant and the various rights and obligations arising hereunder shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.


 


16.2
Entire Agreement. This Warrant and the Offering Documents constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior and contemporaneous agreements, whether oral or written, between
the parties hereto with respect to the subject matter hereof.


 


16.3
Amendment and Waiver. Any term of this Warrant may be amended and the observance of any term hereof may be waived
(either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company
and the Holder.


 




    	6



     


    

 


16.4
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida without
reference to the conflicts of law principles thereof. The exclusive jurisdiction for any legal suit, action or proceeding arising
out of or related to this Warrant shall be the United States District Court for the Southern District of Florida.


 


16.5
Headings. The headings in this Agreement are for convenience only and shall not alter or otherwise affect the meaning
hereof.


 


16.6
Severability. If one or more provisions of this Warrant are 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 the balance shall be enforceable in accordance with its terms.


 


16.7
Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in the same
manner as provided in the Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Warrant as of the date appearing on the first page of
this Warrant.


 


	 	THE
    COMPANY:
	 	 	 
	 	BRIGHT
    MOUNTAIN MEDIA, INC.
	 	 	 
	 	By:	 
	 	 	W.
    Kip Speyer, Chief Executive Officer


 




    	7



     


    

 


ANNEX
I


 


NOTICE
OF EXERCISE


 


	To:	Bright Mountain Media, Inc.




 


1.
The undersigned Holder hereby elects to purchase _____________ shares of common stock, $0.01 par value per share (the “Shares”)
of Bright Mountain Media, Inc., a Florida corporation (the “Company”), pursuant to the terms of the
attached Warrant. The Holder shall make payment of the Exercise Price by delivering the sum of $____________, in lawful money
of the United States, to the Company in accordance with the terms of the Warrant.


 


2.
Please issue and deliver certificates representing the Warrant Shares purchased hereunder to Holder: ___________________,Address:__________________________________________in
the following denominations: ____________________________.


 


3.
Please issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned.


 


	Holder:	 	 
	Dated:	 	 
	By:	 	 
	Its:	 	 
	Address:	 	 


 


4.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


SIGNATURE
OF HOLDER


 


Name
of Investing Entity: __________________________________________________________________


Signature
of Authorized Signatory of Investing Entity:____________________________________________


Name
of Authorized Signatory: ______________________________________________________________


Title
of Authorized Signatory: _______________________________________________________________


Date: __________________________________________________________________________________ 



 




    	8