Attached files
WARRANT
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SAID ACT.
MY SCREEN MOBILE, INC.
Warrant To Purchase Common Stock
Warrant No.: KAL-1 Number of Shares: ________
Date of Issuance: __________________
My Screen Mobile, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for Ten United States Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Global Financial Enterprises, LLC, a Florida
limited liability company ("Global" or "Holder"), the registered
holder hereof or its permitted assigns, is entitled, subject to the
terms set forth below, to purchase from the Company upon surrender of
this Warrant, at any time or times on or after the date hereof, but
not after 11:59 P.M. Eastern Time on the Expiration Date (as defined
herein) _________________________________ (______) fully paid and
nonassessable shares of Common Stock (as defined herein) of the
Company (the "Warrant Shares") at the exercise price per share
provided in Section 1(b) below or as subsequently adjusted;
Section 1.
(a) This Warrant is the common stock purchase warrant
(the "Warrant") issued pursuant to a Securities Purchase Agreement
dated the date hereof by and between the Company and Global (the
"Purchase Agreement").
(b) Definitions. The following words and terms as
used in this Warrant shall have the following meanings:
(i) "Business Day" means any day other than
Saturday, Sunday or other day on which commercial banks in the City of
New York are authorized or required by law to remain closed.
(ii) "Common Stock" means (i) the Company's
common stock, par value $.001 per share, and (ii) any capital stock
into which such Common Stock shall have been changed or any capital
stock resulting from a reclassification of such Common Stock.
(iii) "Expiration Date" means 11:59 P.M. Eastern
Time on the date that is four (4) years from the Issuance Date or, if
such date falls on a Saturday, Sunday or other day on which banks are
required or authorized to be closed in the City of New York or the
State of New York or on which trading does not take place on the
Principal Market or automated quotation system on which the Common
Stock is traded (a "Holiday"), the next date that is not a Holiday.
(iv) "Issuance Date" means the date hereof.
(v) "Person" means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any
department or agency thereof.
(vi) "Principal Market" means whichever of the
New York Stock Exchange, the NYSE AMEX, the Nasdaq Global Market, the
Nasdaq Global Select Market, Nasdaq Capital Market is, at the time,
the principal trading exchange or market for such security, or the
over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg or, the "pink sheets" of the
National Quotation Bureau, Inc.
(vii) "Securities Act" means the Securities Act
of 1933, as amended.
(viii) "Warrant" means this Warrant and all
Warrants issued in exchange, transfer or replacement thereof.
(ix) "Warrant Exercise Price" shall be US One
Dollar and Fifty Cents (US$1.50) per share or as subsequently adjusted
as provided in Section 8 hereof.
(x) "Warrant Shares" means the shares of Common
Stock issuable at any time upon exercise of this Warrant.
(c) Other Definitional Provisions.
(i) Except as otherwise specified herein, all
references herein (A) to the Company shall be deemed to include the
Company's successors, and (B) to any applicable law defined or
referred to herein shall be deemed references to such applicable law
as the same may have been or may be amended or supplemented from time
to time.
(ii) When used in this Warrant, the words
"herein", "hereof", and "hereunder" and words of similar import, shall
refer to this Warrant as a whole and not to any provision of this
Warrant, and the words "Section", "Schedule", and "Exhibit" shall
refer to Sections of, and Schedules and Exhibits to, this Warrant
unless otherwise specified.
(iii) Whenever the context so requires, the
neuter gender includes the masculine or feminine, and the singular
number includes the plural, and vice versa.
Section 2. Exercise of Warrant. Subject to the terms and
conditions hereof, this Warrant may be exercised by the holder hereof
then registered on the books of the Company, in whole or in part, at
any time on any Business Day on or after 9:00 A.M. on such Business
Day, commencing with the first day after the Issuance Date, and prior
to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery of
a written notice, in the form of the subscription notice attached as
Exhibit A hereto (the "Exercise Notice"), of such holder's election to
exercise this Warrant, which notice shall specify the number of
Warrant Shares to be purchased, (ii) payment to the Company of an
amount equal to the Warrant Exercise Price(s) applicable to the
Warrant Shares being purchased, multiplied by the number of Warrant
Shares (at the applicable Warrant Exercise Price) as to which this
Warrant is being exercised (plus any applicable issue or transfer
taxes) (the "Aggregate Exercise Price") in cash or wire transfer of
immediately available funds and (iii) the concurrent surrender of this
Warrant (or an indemnification undertaking in customary and reasonable
form with respect to this Warrant in the case of its loss, theft or
destruction) to a common carrier for overnight delivery to the
Company. In the event of any exercise of the rights represented by
this Warrant in compliance with this Section 2, the Company shall no
later than the tenth (10th) Business Day following the date of receipt
of the Exercise Notice, the Aggregate Exercise Price and this Warrant
(or an indemnification undertaking in customary and reasonable form
with respect to this Warrant in the case of its loss, theft or
destruction) (the "Exercise Delivery Documents"), if the Common Stock
is DTC eligible, credit such aggregate number of shares of Common
Stock to which the holder shall be entitled, to the holder's or its
designee's balance account with The Depository Trust Company;
provided, however, if the holder who submitted the Exercise Notice
requested physical delivery of any or all of the Warrant Shares, or,
if the Common Stock is not DTC eligible, then the Company shall, on or
before the tenth (10th) Business Day following receipt of the Exercise
Delivery Documents, issue and surrender to a common carrier for
overnight delivery to the address specified in the Exercise Notice, a
certificate, registered in the name of the holder, for the number of
shares of Common Stock to which the holder shall be entitled pursuant
to such request. Upon delivery of the Exercise Notice and Aggregate
Exercise Price referred to in clause (ii) above, the holder of this
Warrant shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this
Warrant has been exercised. In the case of a dispute as to the
determination of the Warrant Exercise Price or the arithmetic
calculation of the Warrant Shares, the Company shall promptly issue to
the holder the number of Warrant Shares that is not disputed and shall
submit the disputed determinations or arithmetic calculations to the
holder via facsimile within three (3) Business Days of receipt of the
holder's Exercise Notice. If the holder and the Company are unable to
agree upon the determination of the Warrant Exercise Price or
arithmetic calculation of the Warrant Shares within one (1) day of
such disputed determination or arithmetic calculation being submitted
to the holder, then the Company shall within one (1) Business Day
submit via facsimile (i) the disputed determination of the Warrant
Exercise Price to an independent, reputable investment banking firm or
(ii) the disputed arithmetic calculation of the Warrant Shares to its
independent, outside accountant. The Company shall cause the
investment banking firm or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and
the holder of the results no later than forty-eight (48) hours from
the time it receives the disputed determinations or calculations.
Such investment banking firm's or accountant's determination or
calculation, as the case may be, shall be deemed conclusive absent
manifest error.
Unless the rights represented by this Warrant shall have expired
or shall have been fully exercised, the Company shall, as soon as
practicable and in no event later than ten (10) Business Days after
any exercise and at its own expense, issue a new Warrant identical in
all respects to this Warrant exercised except it shall represent
rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant exercised, less
the number of Warrant Shares with respect to which such Warrant is
exercised.
No fractional Warrant Shares are to be issued upon any partial
exercise of this Warrant, but rather the number of Warrant Shares
issued upon such exercise of this Warrant shall be rounded up or down
to the nearest whole number.
Section 3. Covenants as to Common Stock. The Company hereby
covenants and agrees as follows:
(a) This Warrant is, and any Warrants issued in
substitution for or replacement of this Warrant will upon issuance be,
duly authorized and validly issued.
(b) All Warrant Shares which may be issued upon the
exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof.
(c) In compliance with the terms of that certain
Registration Rights Agreement entered into on the date hereof between
the Company and Global, the Company shall file a registration
statement on Form S-1 with the Securities and Exchange Commission for
all Warrant Shares.
(d) The Company at all times during the term of this
Warrant shall reserve for issuance upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance
of all Warrant Shares.
(e) This Warrant will be binding upon any entity
succeeding to the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.
Section 4. Taxes. The Holder shall pay any and all taxes,
including any applicable withholding, which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise
of this Warrant.
Section 5. Warrant Holder Not Deemed a Stockholder. Except
as otherwise specifically provided herein or in the Purchase
Agreement, no holder, as such, of this Warrant shall be entitled to
vote or receive dividends or be deemed the holder of shares of capital
stock of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof, as such,
any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due
exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on such holder
to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 5, the Company will provide the
holder of this Warrant with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.
Section 6. Representations of Holder. The holder of this
Warrant, by the acceptance hereof, represents that it is acquiring
this Warrant and the Warrant Shares for its own account for investment
only and not with a view towards, or for resale in connection with,
the public sale or distribution of this Warrant or the Warrant Shares,
except pursuant to sales registered or exempted under the Securities
Act; provided, however, that by making the representations herein, the
holder does not agree to hold this Warrant or any of the Warrant
Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in
accordance with or pursuant to a registration statement or an
exemption under the Securities Act. The holder of this Warrant
further represents, by acceptance hereof, that, as of this date, such
holder is an "accredited investor" as such term is defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act (an "Accredited
Investor"). Upon exercise of this Warrant the holder shall, if
requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the Warrant Shares so purchased are being
acquired solely for the holder's own account and not as a nominee for
any other party, for investment, and not with a view toward
distribution or resale and that such holder is an Accredited Investor.
If such holder cannot make such representations because they would be
factually incorrect, it shall be a condition to such holder's exercise
of this Warrant that the Company receive such other representations as
the Company considers reasonably necessary to assure the Company that
the issuance of its securities upon exercise of this Warrant shall not
violate any United States or state securities laws.
Section 7. Ownership and Transfer.
(a) The Company shall maintain at its principal
executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof), a register for this
Warrant, 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. The Company may treat the person in
whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the
contrary, but in all events recognizing any transfers made in
accordance with the terms of this Warrant.
(b) Subject to compliance with any applicable
securities laws and the conditions set forth herein, this Warrant and
all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled.
A Warrant, if properly assigned, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
Section 8. Adjustment of Warrant Exercise Price and
Number of Shares. The Warrant Exercise Price and the number of shares
of Common Stock issuable upon exercise of this Warrant shall be
adjusted from time to time as follows:
(a) Subdivision or Combination of Shares. The number
and kind of securities purchasable upon the exercise of this Warrant
and the Warrant Exercise Price shall be subject to adjustment from
time to time upon the happening of any of the following. In case the
Company shall (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock or any other security of the
Company or its subsidiaries ("Other Securities") to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of
Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of
Common Stock, or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Warrant
Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to
receive the kind and number of Warrant Shares or Other Securities of
the Company which it would have owned or have been entitled to receive
had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or Other
Securities of the Company which are purchasable hereunder, the Holder
shall thereafter be entitled to purchase the number of Warrant Shares
or Other Securities resulting from such adjustment at a Warrant
Exercise Price per Warrant Share or other security obtained by
multiplying the Warrant Exercise Price in effect immediately prior to
such adjustment by the number of Warrant Shares purchasable pursuant
hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or Other Securities of the Company resulting from
such adjustment. An adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Reorganization, Reclassification, Consolidation,
Merger or Sale. If any recapitalization, reclassification or
reorganization of the share capital of the Company, or any
consolidation or merger of the Company with another Person, or the
sale of all or substantially all of its shares and/or assets or other
transaction (including, without limitation, a sale of substantially
all of its assets followed by a liquidation) shall be effected in such
a way that holders of Common Stock shall be entitled to receive
shares, securities or other assets or property, then, as a condition
of such recapitalizations, reclassifications, reorganizations,
consolidations, mergers or sales, lawful and adequate provisions shall
be made by the Company whereby the Holder hereof shall thereafter have
the right to purchase and receive (in lieu of the Warrant Shares of
the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented hereby) such shares, securities
or other assets or property as may be issued or payable with respect
to or in exchange for the number of outstanding Warrant Shares which
such Holder would have been entitled to receive had such Holder
exercised this Warrant immediately prior to the consummation of such
recapitalizations, reclassifications, reorganizations, consolidations,
mergers or sales. The Company or its successor shall promptly issue to
Holder a new Warrant for such new securities or other property. The
new Warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to give effect to the adjustments
provided for in this Section including, without limitation,
adjustments to the Warrant Exercise Price and to the number of
securities or property issuable upon exercise of the new Warrant. The
provisions of this Section shall similarly apply to successive
recapitalizations, reclassifications, reorganizations, consolidations,
mergers or sales.
(c) Notice of Adjustment. Whenever the number of
Warrant Shares or number or kind of securities or other property
purchasable upon the exercise of this Warrant or the Warrant Exercise
Price is adjusted, as herein provided, the Company shall give notice
thereof to the Holder, which notice shall state the number of Warrant
Shares (and Other Securities or property) purchasable upon the
exercise of this Warrant and the Warrant Exercise Price of such
Warrant Shares (and Other Securities or property) after such
adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such
adjustment was made.
(d) Notice to Allow Exercise by Holder. If: (A) the
Company shall declare a dividend (or any other distribution in
whatever form) on the Common Stock, (B) the Company shall declare a
special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of
the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the
approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock, any
consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of
any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the
Company shall cause to be filed at each office or agency maintained
for the purpose of exercise of this Warrant, and shall cause to be
delivered to the Holder at its last address as it shall appear upon
the Company's records, at least twenty (20) calendar days prior to the
applicable record or effective date hereinafter specified, a notice
stating: (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if
a record is not to be taken, the date as of which the holders of the
Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share
exchange, provided that the failure to deliver such notice or any
defect therein or in the delivery thereof shall not affect the
validity of the corporate action required to be specified in such
notice. The Holder is entitled to exercise this Warrant during the
20-day period commencing on the date of such notice through the
effective date of the event triggering such notice.
Section 9. Restrictive Legend. This Warrant and the
Warrant Shares have not been registered under the United States
Securities Act of 1933, as amended, (the "Securities Act") and the
Warrants have been and the Warrant Shares, upon exercise of the
Warrants, will be issued pursuant to exemptions from the registration
requirements of the Securities Act. Neither this Warrant nor any of
the Warrant Shares or any other security issued or issuable upon
exercise of this Warrant may be sold, transferred, pledged or
hypothecated in the absence of an effective registration statement
under the Securities Act relating to such security or an exemption
from the registration requirements of the Securities Act. The Holder
understands that this Warrant constitutes and the Warrant Shares upon
issuance will constitute "restricted securities" under the Securities
Act. The Holder acknowledges and agrees that, unless registered, all
certificates representing the Warrant Shares will be endorsed with the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT."
Section 10. Lost, Stolen, Mutilated or Destroyed
Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall promptly, on receipt of an indemnification undertaking
(or, in the case of a mutilated Warrant, the Warrant), issue a new
Warrant of like denomination and tenor as this Warrant so lost,
stolen, mutilated or destroyed.
Section 11. Notice. Any notices, consents, waivers or
other communications required or permitted to be given under the terms
of this Warrant must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of receipt is
received by the sending party transmission is mechanically or
electronically generated and kept on file by the sending party); or
(iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for
such communications shall be:
If to Global:
With Copy to:
David Kahan, P.A.
3125 W. Commercial Blvd., Suite 100
Ft. Lauderdale, Florida 33309
Attention: David Kahan, Esq.
Telephone: (954) 548-3930
Facsimile: (954) 548-3910
If to the Company, to:
My Screen Mobile, Inc.
70 Yorkville Ave.
Suite 300
Toronto, Ontario, M5R 1B9
Attention: Maurizio Angelone, CEO
Facsimile:
With a copy to:
James G. Dodrill II, P.A.
5800 Hamilton Way
Boca Raton, FL 33496
Attention: James Dodrill, Esq.
Telephone: (561) 862-0529
Facsimile: (561) 892-7787
Each party shall provide five days' prior written notice to the other
party of any change in address or facsimile number. Written
confirmation of receipt (A) given by the recipient of such notice,
consent, facsimile, waiver or other communication, (or (B) provided by
a nationally recognized overnight delivery service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.
Section 12. Date. The date of this Warrant is set
forth on page 1 hereof. This Warrant, in all events, shall be wholly
void and of no effect after 11:59 P.M., Eastern Time, on the
Expiration Date, except that notwithstanding any other provisions
hereof, the provisions of Section 8(e) shall continue in full force
and effect after such date as to any Warrant Shares or other
securities, cash or property issued upon the exercise of this Warrant.
Section 13. Amendment and Waiver. Except as otherwise
provided herein, the provisions of this Warrant may be amended and the
Company may take any action herein prohibited, or omit to perform any
act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder.
Section 14. Descriptive Headings; Governing Law. The
descriptive headings of the several sections and paragraphs of this
Warrant are inserted for convenience only and do not constitute a part
of this Warrant. The corporate laws of the State of Florida shall
govern all issues concerning the relative rights of the Company and
its stockholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of Florida without giving
effect to any choice of law or conflict of law provision or rule
(whether of the State of Florida or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other
than the State of Florida Each party hereby irrevocably submits to
the exclusive jurisdiction of the state courts sitting in Palm Beach
County, Florida and the United States District Court for the Southern
District of Florida for the adjudication of any dispute hereunder or
in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted
by law.
Section 15. Waiver of Jury Trial. AS A MATERIAL
INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE
PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF
THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed as of the date first set forth above.
MY SCREEN MOBILE, INC.
By:
Name: Maurizio Angelone
Title: CEO
EXHIBIT A TO WARRANT
EXERCISE NOTICE
TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
MY SCREEN MOBILE, INC.
The undersigned holder hereby exercises the right to purchase
______________ of the shares of Common Stock ("Warrant Shares") of My
Screen Mobile, Inc., a Delaware corporation (the "Company"), evidenced
by the attached Warrant (the "Warrant"). Capitalized terms used
herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.
1. Payment of Warrant Exercise Price. The holder herewith pays
the sum of $______________ to the Company in accordance with the terms
of the Warrant.
2. Delivery of Warrant Shares. The Company shall deliver to
the holder _________ Warrant Shares in accordance with the terms of
the Warrant.
Date: _______________ __, ______
Name of Registered Holder
By:
Name:
Title:
