Contract
EXHIBIT
4.10
THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF REGISTRATION STATEMENT IN THE EFFECT WITH RESPECT
TO THE SECURITIES OF DELIVERY TO THE COMPANY OF AN OPINION OF COUSEL IN FORM
AND
SUBSTANCE SATISFACTORY THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR
HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE
WITH RULE 144 UNDER THE ACT.
THIS
WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN AGREEMENT,
BETWEEN THE COMPANY AND THE HOLDER, DATED June 23, 2008.
WARRANT
TO PURCHASE COMMON STOCK
OF
SINGLE
TOUCH INTERACTIVE, INC.
Date
of
Issuance: June 23, 2008
Single
Touch Interactive, Inc., a Nevada corporation (“the Company”), hereby certifies
that for value
received
(including
any successors and assigns, “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company (including any corporation which
shall
succeed to or assume the obligations of the Company hereunder) at any time
or
from time to time before 5:00 PM Pacific time, on June 22, 2011 (the “Expiration
Date”)
(
)
fully
paid and nonassessable shares of Common Stock of the Company; the purchase
price
per share of such Common Stock upon exercise of this Warrant shall be
eighty-eight cents ($.88) (the “Purchase Price”), subject to the adjustment as
provided herein. This Warrant is issued pursuant to a Note by and between the
Company and Holder; and Board Resolution dated as of the date
hereof.
1. Initial
Exercise Date; Expiration.
This
Warrant may be exercised by the Holder at any time or from time to time before
5:00 PM, Pacific Time, on June 22, 2011 (the “Exercise Period”).
2. Exercise
of Warrant; Partial Exercise.
This
Warrant may be exercised in full or in part by the Holder by surrender of this
Warrant, together with the form of subscription letter attached hereto as
Schedule 1, duly executed by the Holder to the Company at its principal office,
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company, of the Purchase Price of the shares of Common
Stock
to the purchased hereunder. For any partial exercise hereof, the Holder shall
designate in the subscription letter delivered to the Company the number of
shares of Common Stock that it wishes to purchase. On any such partial exercise,
the Company at its expense shall forthwith issue and deliver to the Holder
a new
warrant of like tenor, in the name of the Holder, which shall be exercisable
for
such number of shares of Common Stock represented by this Warrant which have
not
been purchased upon such exercise.
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3. When
Exercise Effective.
The
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the business day on which this Warrant is
surrendered to the Company together with the subscription letter and Purchase
Price as provided in Section 2.
4. Delivery
on Exercise.
As soon
as practicable after the exercise of this Warrant in full or in part, the
Company will cause to be issued in the name of and delivered to the Holder,
or
as the Holder may direct, a certificate or certificates for the number of fully
paid and nonassessable full shares of Common Stock to which the Holder shall
be
entitled on such exercise.
5. Adjustments
to Conversion Price. The
number and kind of shares of Common Stock (or any shares of stock or other
securities which may be) issuable upon the exercise of this Warrant and the
Purchase Price shall be subject to adjustment from time to time upon happening
of certain events, as follows:
5.1 Dividends,
Distributions, Stock Splits or Combinations.
If the
Company shall at any time or from time to time after the date hereof (a) 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 or preferred stock (as the case my be), (b) subdivide its
outstanding shares of Common Stock into a larger number of shares of Common
Stock or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then and in each such event the Purchase
Price
then in effect and the number of shares issuable upon exercise of the Warrant
shall be appropriately adjusted.
5.2 Reclassification
or Reorganization.
If the
Common Stock (or any shares of stock or other securities which may be) issuable
upon the exercise of this Warrant shall be changed into the same or different
number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than subdivision or
combination of shares or stock dividend provided for in Section 5.1 above,
or a
reorganization, merger, consolidation or sale of assets provided for in Section
5.3 below, then and in each event the Holder shall be entitled to receive upon
the exercise of the Warrant the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification
or
other change, to which a holder of the number of shares of Common Stock (or
any
shares of stock or other securities which may be) issuable upon the exercise
of
this Warrant would have received if this Warrant had been exercised immediately
prior to such reorganization, reclassification or other change, subject to
further adjustments as provided herein.
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5.3 Merger,
Consolidation or sale of Assets.
If at
any time or from time to time there shall be a capital reorganization of the
common Stock (other than a subdivision, merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all of
the
Company’s assets and properties to any other person or entity (collectively, a
“Sale Transaction”), then as a part of such Sale Transaction, provision shall be
made so that the Holder shall thereafter be entitled to receive upon the
exercise of this Warrant, the number of shares of stock or other securities
or
property of the Company, or of the successor corporation resulting from such
Sale Transaction, to which a holder of the number of shares of common Stock
(or
any shares of stock or other securities which may be) issuable upon the exercise
of this Warrant would have received if this Warrant had been exercised
immediately prior to such Sale Transaction. Notwithstanding the foregoing,
in
the event the acquiring entity in a Sale Transaction does not agree to assume
this Warrant, then this Warrant shall expire immediately prior to such Sale
Transaction. The Company shall notify the Holder of a Sale Transaction at least
ten (10) days prior to the closing of such Sale Transaction, and if the Company
fails to deliver such written notice, then notwithstanding anything to the
contrary in this Warrant, this Warrant shall not expire until the Company
complies with such notice provisions. If such closing does not take place,
the
Company shall promptly notify the Holder that such proposed transaction has
been
terminated, and the Holder may rescind any exercise of its purchase rights
promptly after such notice of termination if the exercise of the Warrant
occurred after the Company notified the Holder of the Sale
Transaction.
5.4 Notice
of Adjustments and Record Dates.
The
company shall promptly notify the holder in writing of each adjustment or
readjustment of the Purchase Price and the number of shares of Common Stock
(or
any shares of stock or other securities which may be) issuable upon the exercise
of the Warrant. Such notice shall state the adjustment or readjustment and
show
in reasonable detail the facts on which that adjustment or readjustment is
based. In the event of any taking by the Company of a record of the holders
of
Common Stock for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, the Company shall notify Holder
in writing of such record date at least ten (10) days prior to the date
specified therein.
5.5 When
Adjustments To Be Made.
All
calculations under this Section 5.5 shall be made to the nearest cent. For
the
purpose of any adjustment, any specified event shall be deemed to have occurred
at the close of business on the date of its occurrence.
5.6 Certain
Other Events.
If any
change in the outstanding Common Stock of the Company or any other event occurs
as to which the provisions of this Section 5 are not strictly applicable or
if
strictly applicable would not fairly protect the purchase rights of the Holder
of the Warrant in accordance with such provision, then the Board of Directors
of
the Company shall make an adjustment in the number and class of shares available
under the rights as aforesaid. The adjustment shall be such as will give the
Holder of the Warrant upon exercise for the same aggregate Purchase Price the
total number, class and kind of shares as the Holder would have owned had the
Warrant been exercised prior to the event and had the Holder continued to hold
such shares until after the event requiring adjustment.
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6. Replacement
of Warrants.
On
receipt by the Company of evidence reasonably satisfactory to the Company of
the
loss, theft, destruction or mutilation of this Warrant and, in the case of
any
such loss, theft or destruction of this Warrant, on delivery of any indemnity
agreement reasonably satisfactory in form and amount to the company or, in
the
case of any such mutilation, on surrender and cancellation of such Warrant
the
Company at its expense will execute and deliver to the Holder, in lieu thereof,
a new Warrant of like tenor.
7. No
Rights or Liability as a Shareholder.
This
Warrant does not entitle the Holder to any voting rights or other rights as
a
shareholder of the Company. No provisions hereof, in the absence of affirmative
action by the Holder to purchase common Stock, and no enumeration herein of
the
rights or privileges of the Holder, shall give rise to any liability of the
Holder as a shareholder of the Company.
8. Market
Standoff.
If
requested by the Company and an underwriter of common stock of the Company,
the
Holder shall not, without the consent of such underwriter, sell or otherwise
transfer or dispose of any Common Stock (or other securities) of the Company
held by such Holder (other than those included in the registration) for a period
specified by the underwriters not to exceed on hundred eighty (180) days
(“Restricted Period”) following the effective date of the initial registration
statement of the Company filed under the Securities Act of 1933, as amended.
The
Company may impose stop-transfer instructions with respect to the shares (or
securities) subject to the foregoing restriction until the end of the Restricted
Period.
9.
Miscellaneous.
Transfer
of Warrant.
This Warrant is not transferable or assignable by Holder without the written
consent of the Company that can be withheld at its sole discretion, and is
further subject to the requirement (i) that any such assignment or transfer
be,
in the reasonable opinion of the Company’s counsel, in full compliance with
applicable state and federal securities laws. All covenants, agreements
and undertakings in the Warrant by or on behalf of any of the parties shall
bind
and inure to the benefit of the respective successors and assigns of the parties
whether so expressed or not.
Amendments
and Waivers.
Any term
of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or on a particular instance and either
retroactively or prospectively), only with the written consent of the company
and the Holder.
Governing
Law.
This
Warrant shall be governed by and construed and enforced in accordance with
the
laws of the State of Nevada.
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IN
WITNESS WHEREOF,
Single
Touch Interactive, Inc. caused this Warrant to be executed by its officer
thereunto duly authorized.
Dated:
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Single
Touch Interactive, Inc.
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By:
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Xxxxxxx
X. Xxxxxxxx
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Its:
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Chief
Executive Officer
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5
SCHEDULE
1
FORM
OF SUBSCRIPTION
(To
be
signed only on exercise of Warrant)
To:
Single
Touch Interactive, Inc.
The
undersigned, the holder of the Warrant attached hereto, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and
to
purchase
thereunder,
shares
of
common stock of Single Touch Interactive, Inc., and herewith makes payment
of
$ therefore
(by delivery of a check for $
in
cash) (by delivery of $
in
cash by wire transfer to an account designated by Single Touch Interactive,
Inc.)
The
undersigned requests that he certificates for such shares be issued in the
name
of, and delivered
to
,
whose
address
is
.
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(Signature
must conform in all respects to the name of the Holder as specified
on the
face of the Warrant unless the Warrant has been transferred in accordance
with Section 9.1 thereof.)
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Print
Name
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Address
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Dated:
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