STUDENT ADVANTAGE INC
COMMON STOCK PURCHASE WARRANT DATED 05/01/2001
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>b39391saex10-3.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT DATED 05/01/2001
<TEXT>

<PAGE>   1
                                                                    Exhibit 10.3


           THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT

Warrant No. 9                                          Number of Shares: 875,000
                                                         (subject to adjustment)
Date of Issuance: May 1, 2001

                             STUDENT ADVANTAGE, INC.

                          COMMON STOCK PURCHASE WARRANT

                            (VOID AFTER MAY 1, 2005)

         Student Advantage, Inc., a Delaware corporation (the "Company"), for
value received, hereby certifies that Jennison Associates LLC as subadviser for
the Prudential Small Company Fund, Inc. or its registered assigns (the
"Registered Holder"), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time on or
after the date of issuance and on or before 5:00 p.m. (Boston time) on May 1,
2005, 875,000 shares of Common Stock, $.01 par value per share, of the Company,
at a purchase price of $3.00 per share. The shares purchasable upon exercise of
this Warrant, and the purchase price per share, each as adjusted from time to
time pursuant to the provisions of this Warrant, are hereinafter referred to as
the "Warrant Shares" and the "Purchase Price," respectively.

         1. Exercise.

                  (a) This Warrant may be exercised by the Registered Holder, in
whole or in part, by surrendering this Warrant, with the purchase form appended
hereto as Exhibit I duly executed by the Registered Holder or by the Registered
Holder's duly authorized attorney, at the principal office of the Company, or at
such other office or agency as the Company may designate, accompanied by payment
in full, in lawful money of the United States, of the Purchase Price payable in
respect of the number of Warrant Shares purchased upon such exercise.

                  (b) The Registered Holder may elect to exercise this Warrant,
in whole or in part, by way of cashless exercise by surrendering this Warrant,
with the purchase form appended hereto as Exhibit I duly executed by such
Registered Holder or by such Registered Holder's duly authorized attorney, at
the principal office of the Company, or at such other office or agency as the
Company may designate, in which event the Company shall issue to the Registered
Holder a number of Warrant Shares as is determined using the following formula:

                 CS = (WS x (FMV - PP)) / FMV
<PAGE>   2
         Where:

              "CS" equals the number of Warrant Shares to be issued to the
Registered Holder;

              "WS" equals the number of Warrant Shares purchasable under the
Warrant or, if only a portion of the Warrant is being exercised, the portion of
the Warrant being exercised (as of the effective date of exercise (the "Exercise
Date"));

              "FMV" equals the Fair Market Value per share of Common Stock as of
the Exercise Date, as determined below pursuant to this subsection 1(b); and

              "PP" equals the Purchase Price per share.

The Fair Market Value per share of Common Stock shall be determined as follows:

                         (i) If the Common Stock is listed on a national
securities exchange, the Nasdaq National Market or another nationally recognized
exchange or trading system (including the over-the-counter market as reported by
the National Quotation Bureau) as of three business days prior to the Exercise
Date, the Fair Market Value per share of Common Stock shall be deemed to be the
average of the last reported sale prices per share of Common Stock over the five
trading-day period ending on the date that is three business days prior to the
Exercise Date; or, if no such price is reported on such date, such average price
ending on the next preceding business day (provided that if no such price is
reported on the next preceding business day, the Fair Market Value per share of
Common Stock shall be determined pursuant to clause (ii) below).

                         (ii) If the Common Stock is not listed on a national
securities exchange, the Nasdaq National Market or another nationally recognized
exchange or trading system (including the over-the-counter market as reported by
the National Quotation Bureau) as of the Exercise Date, the Fair Market Value
per share of Common Stock shall be deemed to be the amount most recently
determined by the Board of Directors in good faith to represent the fair market
value per share of the Common Stock (including without limitation a
determination for purposes of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company); and, upon request of the
Registered Holder, the Board of Directors (or a representative thereof) shall
promptly notify the Registered Holder of the Fair Market Value per share of
Common Stock. Notwithstanding the foregoing, if the Board of Directors has not
made such a determination within the three-month period prior to the Exercise
Date, then (A) the Board of Directors shall make such a determination within 15
days of a request by the Registered Holder that it do so, and (B) the exercise
of this Warrant pursuant to this subsection 1(b) shall be delayed until such
determination is made.

                  (c) 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 shall have been surrendered to the Company as provided in subsection
1(a) above. At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in subsection 1(d) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.

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                  (d) As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within 10 days thereafter, the Company, at
its expense, will cause to be issued in the name of, and delivered to, the
Registered 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
full Warrant Shares to which the Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which the Registered Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; 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
(without giving effect to any adjustment therein) to the number of such shares
called for on the face of this Warrant minus the sum of (a) the number of such
shares purchased by the Registered Holder upon such exercise plus (b) the number
of Warrant Shares (if any) covered by the portion of this Warrant cancelled in
payment of the Purchase Price payable upon such exercise pursuant to subsection
1(b) above.

         2. Adjustments.

                  (a) Adjustment for Stock Splits and Combinations. If the
Company shall at any time or from time to time after the date on which this
Warrant was first issued (the "Original Issue Date") effect a subdivision of the
outstanding Common Stock, the Purchase Price then in effect immediately before
that subdivision shall be proportionately decreased. If the Company shall at any
time or from time to time after the Original Issue Date combine the outstanding
shares of Common Stock, the Purchase Price then in effect immediately before the
combination shall be proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.

                  (b) Adjustment for Certain Dividends and Distributions. In the
event the Company at any time, or from time to time after the Original Issue
Date shall make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Purchase
Price then in effect by a fraction:

                           (1) the numerator of which shall be the total number
                  of shares of Common Stock issued and outstanding immediately
                  prior to the time of such issuance or the close of business on
                  such record date, and

                           (2) the denominator of which shall be the total
                  number of shares of Common Stock issued and outstanding
                  immediately prior to the time of such issuance or the close of
                  business on such record date plus the number of shares of
                  Common Stock issuable in payment of such dividend or
                  distribution;


                                      -3-
<PAGE>   4
provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Purchase Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Purchase Price shall be adjusted
pursuant to this paragraph as of the time of actual payment of such dividends or
distributions.

                  (c) Adjustment in Number of Warrant Shares. When any
adjustment is required to be made in the Purchase Price pursuant to subsections
2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this
Warrant shall be changed to the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.

                  (d) Adjustments for Other Dividends and Distributions. In the
event the Company at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Company (other than shares of Common Stock) or in cash or
other property (other than cash out of earnings or earned surplus, determined in
accordance with generally accepted accounting principles), then and in each such
event provision shall be made so that the Registered Holder shall receive upon
exercise hereof, in addition to the number of shares of Common Stock issuable
hereunder, the kind and amount of securities of the Company and/or cash and
other property which the Registered Holder would have been entitled to receive
had this Warrant been exercised into Common Stock on the date of such event and
had the Registered Holder thereafter, during the period from the date of such
event to and including the Exercise Date, retained any such securities
receivable, giving application to all adjustments called for during such period
under this Section 2 with respect to the rights of the Registered Holder.

                  (e) Adjustment for Mergers or Reorganizations, etc. If there
shall occur any reorganization, recapitalization, consolidation or merger
involving the Company in which the Common Stock is converted into or exchanged
for securities, cash or other property (other than a transaction covered by
subsections 2(a), 2(b) or 2(d)), then, following any such reorganization,
recapitalization, consolidation or merger, the Registered Holder shall receive
upon exercise hereof the kind and amount of securities, cash or other property
which the Registered Holder would have been entitled to receive if, immediately
prior to such reorganization, recapitalization, consolidation or merger, the
Registered Holder had held the number of shares of Common Stock subject to this
Warrant. In any such case, appropriate adjustment (as determined in good faith
by the Board of Directors of the Company) shall be made in the application of
the provisions set forth herein with respect to the rights and interests
thereafter of the Registered Holder, to the end that the provisions set forth in
this Section 2 (including provisions with respect to changes in and other
adjustments of the Purchase Price) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities, cash or other property
thereafter deliverable upon the exercise of this Warrant.

                  (f) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Purchase Price pursuant to this Section 2, the
Company at its expense shall

                                      -4-
<PAGE>   5
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to the Registered Holder a certificate setting forth such
adjustment or readjustment (including the kind and amount of securities, cash or
other property for which this Warrant shall be exercisable and the Purchase
Price) and showing in detail the facts upon which such adjustment or
readjustment is based.

3. Exercise at the Option of the Company.

         (a) The Company shall have the right and option (the "Company Option to
Force Exercise") on any Trading Day (as defined below) (the "Forced Exercise
Date") on which, and for a period of twenty consecutive Trading Days prior
thereto, the average of the FMV (as defined below) for such period is at least
$15.00 (subject to appropriate adjustment for stock splits, stock dividends and
similar transactions), to cause the Registered Holder to exercise this Warrant
in full, and upon exercise of such Company Option to Force Exercise by the
Company, the exercise of this Warrant in full by the Registered Holder shall be
deemed to have been effected immediately prior to the close of business on the
Forced Exercise Date. At such time, the person or persons in whose name or names
any certificates for Warrant Shares shall be issuable upon such exercise as
provided in subsection 1(d) above shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates. To
exercise the Company Option to Exercise, the Company must deliver to the
Registered Holder at its principal offices, within 3 days after the Forced
Exercise Date, a written notice of exercise of the Company Option to Force
Exercise (the "Forced Exercise Notice"). Promptly upon receipt of such Forced
Exercise Notice, the Registered Holder shall elect to exercise the Warrant
either for cash as set forth in Section 1(a) or pursuant to the cashless
exercise procedure set forth in Section 1(b) and shall submit the purchase form
appended hereto as Exhibit I to the Company.

         (b) As soon as practicable after the exercise of the Company Option to
Force Exercise in full or in part, and in any event within 20 days thereafter,
the Company, at its expense, will cause to be issued in the name of, and
delivered to, the Registered Holder, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of full Warrant Shares to which the Registered
Holder shall be entitled upon such exercise plus, in lieu of any fractional
share to which the Registered Holder would otherwise be entitled, cash in an
amount determined pursuant to Section 4 hereof (provided that any delay in the
issuance of such Warrant Shares shall not invalidate the Company's exercise of
the Company Option to Force Exercise with respect to such Warrant Shares).

         (c) For purposes of this Subsection 3:

         "Trading Day" shall mean any day on which the Common Stock of the
Company is traded for any period on the Nasdaq National Market, or on the
principal securities exchange or other securities market on which such Common
Stock is then being traded; and

         3. "FMV" shall mean, as of any day, the last reported sale price per
share of the Common Stock of the Company on the Nasdaq National Market as
reported by Bloomberg Financial Markets or other reporting service mutually
acceptable to the Registered Holder and the Company ("Bloomberg") or, if the
Nasdaq National Market is not the principal trading

                                      -5-
<PAGE>   6
market for the Common Stock, the last reported sale price per share of the
Common Stock on the principal securities exchange or trading market where the
Common Stock is listed or traded as reported by Bloomberg, or if the foregoing
do not apply, the last reported sale price for the Common Stock in the
over-the-counter market on the electronic bulletin board for the Common Stock as
reported by Bloomberg or, if no last closing trade price is reported for the
Common Stock by Bloomberg, the average of the ask prices of any market makers
for the Common Stock that are listed on the "pink sheets" by the National
Quotation Bureau, Inc. If the Common Stock is not listed on a national
securities exchange, the Nasdaq National Market or another nationally recognized
exchange or trading system (including the over-the-counter market as reported by
the National Quotation Bureau), the FMV shall be the fair market value of the
Common Stock as determined in good faith by the Board of Directors of the
Company.

         4. Fractional Shares. The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall make an
adjustment therefor in cash on the basis of the Fair Market Value per share of
Common Stock, as determined pursuant to subsection 1(b) above.

         5. Requirements for Transfer.

                  (a) This Warrant and the Warrant Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall
have been furnished with an opinion of legal counsel, reasonably satisfactory to
the Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Act.

                  (b) Notwithstanding the foregoing, no registration or opinion
of counsel shall be required for (i) a transfer by a Registered Holder which is
a corporation to a wholly owned subsidiary, parent or affiliate of such
corporation, a transfer by a Registered Holder which is a partnership to a
partner of such partnership or a retired partner of such partnership or to the
estate of any such partner or retired partner, or a transfer by a Registered
Holder which is a limited liability company to a member of such limited
liability company or a retired member or to the estate of any such member or
retired member, provided that the transferee in each case agrees in writing to
be subject to the terms of this Section 4, or (ii) a transfer made in accordance
with Rule 144 under the Act.

                  (c) Each certificate representing Warrant Shares shall bear a
legend substantially in the following form:

                           "The securities represented by this certificate have
                           not been registered under the Securities Act of 1933,
                           as amended, and may not be offered, sold or otherwise
                           transferred, pledged or hypothecated unless and until
                           such securities are registered under such Act or an
                           opinion of counsel satisfactory to the Company is
                           obtained to the effect that such registration is not
                           required."

                                      -6-
<PAGE>   7
         The foregoing legend shall be removed from the certificates
representing any Warrant Shares, at the request of the holder thereof, at such
time as they become eligible for resale pursuant to Rule 144(k) under the Act.

         6. No Impairment. The Company will not, by amendment of its charter or
through reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the holder of this Warrant against impairment.

         7. Notices of Record Date, etc. In the event:

                  (a) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time deliverable upon the
exercise of this Warrant) for the purpose of entitling or enabling them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to
receive any other right; or

                  (b) of any capital reorganization of the Company, any
reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the surviving entity and its Common Stock is not
converted into or exchanged for any other securities or property), or any
transfer of all or substantially all of the assets of the Company; or

                  (c) of the voluntary or involuntary dissolution, liquidation
or winding-up of the Company, then, and in each such case, the Company will mail
or cause to be mailed to the Registered Holder a notice specifying, as the case
may be, (i) the record date for such dividend, distribution or right, and the
amount and character of such dividend, distribution or right, or (ii) the
effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to take place, and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such other stock or securities at the time deliverable upon the
exercise of this Warrant) shall be entitled to exchange their shares of Common
Stock (or such other stock or securities) for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at
least ten days prior to the record date or effective date for the event
specified in such notice.

         8. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this Warrant.

         9. Exchange of Warrants. Upon the surrender by the Registered Holder of
any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 4
hereof, issue and deliver to or upon the order of such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the

                                      -7-
<PAGE>   8
name of the Registered Holder or as the Registered Holder (upon payment by the
Registered 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
(or other securities, cash and/or property) then issuable upon exercise of this
Warrant.

         10. 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 loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

         11. Transfers, etc.

                  (a) The Company will maintain a register containing the name
and address of the Registered Holder of this Warrant. The Registered Holder may
change its or his address as shown on the warrant register by written notice to
the Company requesting such change.

                  (b) Subject to the provisions of Section 4 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the form of
Exhibit II hereto) at the principal office of the Company.

                  (c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder as the absolute owner
hereof for all purposes; provided, however, that if and when this Warrant is
properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

         12. Mailing of Notices, etc. All notices and other communications from
the Company to the Registered Holder of this Warrant shall be mailed by
first-class certified or registered mail, postage prepaid, to the address last
furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder or in connection herewith to the
Company shall be mailed by first-class certified or registered mail, postage
prepaid, to the Company at its principal office set forth below. If the Company
should at any time change the location of its principal office to a place other
than as set forth below, it shall give prompt written notice to the Registered
Holder of this Warrant and thereafter all references in this Warrant to the
location of its principal office at the particular time shall be as so specified
in such notice.

         13. No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

         14. Hart-Scott-Rodino Compliance. If the Registered Holder is prevented
from consummating the exercise of this Warrant until the expiration or early
termination of any waiting periods imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") (such waiting periods hereinafter
referred to as the "HSR Act Restrictions"), the Company agrees to (i) prepare
and file a responsive HSR Act filing reasonably necessary to

                                      -8-
<PAGE>   9
support the Registered Holder's effort to remove the HSR Act Restrictions and
(ii) permit the extension of the expiration date of this Warrant to such date
that is five (5) business days subsequent to the termination of the HSR Act
Restrictions.

         15. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

         16. Section Headings. The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

         17. Governing Law. This Warrant will be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to
the conflicts of law provisions thereof).


                                      -9-
<PAGE>   10
         EXECUTED as of the Date of Issuance indicated above.

                                 STUDENT ADVANTAGE, INC.

                                 By:  /s/ Raymond V. Sozzi, Jr.
                                      ----------------------------

                                 Title:  President



                                 Jennison Associates LLC as subadviser for the
                                 Prudential Small Company Fund, Inc.

                                 By:   /s/ John P. Mullman
                                       --------------------------
                                          John P. Mullman
                                 Title:  Senior Vice President



                                      -10-
<PAGE>   11
                                                                       EXHIBIT I

                                  PURCHASE FORM

To:_________________                                         Dated:____________

         The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box):

         [  ]     _____ shares of the Common Stock covered by such Warrant; or

         [  ]     the maximum number of shares of Common Stock covered by such
                  Warrant pursuant to the cashless exercise procedure set forth
                  in Section 1(b).

         The undersigned herewith makes payment of the full purchase price for
such shares at the price per share provided for in such Warrant, which is
$________. Such payment takes the form of (check applicable box or boxes):

         [  ]     $______ in lawful money of the United States; and/or

         [  ]     the cancellation of such portion of the attached Warrant as
                  is exercisable for a total of _____ Warrant Shares (using a
                  Fair Market Value of $_____ per share for purposes of this
                  calculation); and/or

         [  ]     the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in Section
                  1(b), to exercise this Warrant with respect to the maximum
                  number of Warrant Shares purchasable pursuant to the cashless
                  exercise procedure set forth in Section 1(b).

                                        Signature: ______________________

                                        Address:   ______________________

                                                   ______________________


                                      -11-
<PAGE>   12
                                                                      EXHIBIT II

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, ________________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (No. ____) with respect to the number of shares of Common Stock
covered thereby set forth below, unto:

Name of Assignee           Address                           No. of Shares



Dated:_____________________          Signature:________________________________

Signature Guaranteed:

By: _______________________

The signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.


                                      -12-
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</DOCUMENT>
