exhibit_10-2.htm


    
      
        

      
Exhibit 10.2

     

    

      SCHEDULE
A

       

      WARRANT
CERTIFICATE

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      THIS
WARRANT AND THE STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN
BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES
LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN
AVAILABLE EXEMPTION OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY OR
COUNSEL FOR THE REGISTERED HOLDER (WHICH SHALL BE IN FORM REASONABLY
SATISFACTORY TO THE COMPANY), SUCH REGISTRATION IS NOT THEN
REQUIRED.

       

      COMMON
STOCK PURCHASE WARRANT

       

      1.                      Issuance.
In consideration of good and valuable consideration, the receipt of which
is hereby acknowledged by My Screen Mobile, Inc., a Delaware corporation (the
"Company"), Weather Investments S.p.A, (the "Holder") is hereby granted the
right to purchase at any time until 5:00 P.M., Pacific Daylight time, on May 23,
2012 (the "Expiration Date"), up to Twenty Million (20,000,000) fully paid and
non-assessable shares of the Company's common stock, par value $0.001 per share
(the "Common Stock") at an exercise price of $2.00 per share (the "Exercise
Price") subject to further adjustment as set forth herein.

       

      2.                      Exercise
of Warrants. This Warrant is exercisable in whole or in part for shares
of the Company's Common Stock at the Exercise Price per share of Common Stock
issuable hereunder, payable in cash or by certified or official bank check or in
such other manner as is acceptable to the Company. Upon surrender of this
Warrant Certificate with the annexed Notice of Exercise Form duly executed,
together with payment of the Exercise Price for the shares of Common Stock
purchased, the Holder shall be entitled to receive a certificate or certificates
for the shares of Common Stock so purchased.

       

      3.                      Reservation
of Shares. The Company hereby agrees that at all times during the term of
this Warrant there shall be reserved for issuance upon exercise of this Warrant
such number of shares of its Common Stock as shall be required for issuance upon
full exercise of this Warrant (the "Warrant Shares").

       

      4.                      Mutilation
or Loss of Warrant. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) receipt of reasonably satisfactory
indemnification, and (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will execute and deliver a new Warrant of like
tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall
thereupon become void.

       

      5.                      Rights
of the Holder. The Holder shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Company, either at law or equity, and the rights
of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.

       

       


      
        
          
            
              	
                       

                    


            

            


          

           


        

        
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      6.                      Delivery
of Certificate and New Warrant. In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the Holder, together
with any other securities or other property which the Holder is entitled to
receive upon exercise of this Warrant, shall be delivered to the Holder hereof,
at the Company's expense, within a reasonable time, not exceeding five (5)
calendar days, after the rights represented by this Warrant shall have been so
exercised; and, unless this Warrant has expired, a new Warrant representing the
number of Shares (except a remaining fractional share), if any, with respect to
which this Warrant shall not then have been exercised shall also be issued to
the Holder hereof within such time. The person in whose name any certificate for
shares of Common Stock is issued upon exercise of this Warrant shall for all
purposes be deemed to have become the holder of record of such shares on the
date on which the Warrant was surrendered and payment of the Exercise Price was
received by the Company, irrespective of the date of delivery of such
certificate.

       

      7.                      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 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 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 PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, 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."

       

      8.                       Fractional
Shares. No fractional Shares shall be issuable upon exercise or
conversion of the Warrant and the number of Warrant Shares to be issued shall be
rounded down to the nearest whole Share. If a fractional share interest arises
upon any exercise or conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying to Holder an amount computed by multiplying
the fractional interest by the current market price of a full Warrant
Share.


      
        
          
            
              	
                       

                    


            

            


          

           


        

        
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      9.                     
Issuance
of Shares. The Company covenants and agrees that all shares of Common
Stock
that may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued, fully paid and non-assessable, and free
from all transfer taxes, liens and charges with respect to the issue
thereof.

       

      10.                     Transfer.

       

      (a)            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.

       

      (b)            The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.

       

      11.            
       Adjustments
of Exercise Price and/or Number of Shares.

       

      (a)            Subdivision
or Combination of Shares. The number and kind of securities purchasable
upon the exercise of this Warrant and the 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 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
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 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 Shares or other securities
of the Company which are purchasable hereunder, the Holder shall thereafter be
entitled to purchase the number of Shares or other securities resulting from
such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Shares purchasable pursuant hereto immediately prior
to such adjustment and dividing by the number of 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.

       

       

       

       


      
        
          
            
              	
                       

                    


            

            


          

           


        

        
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(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 Company, or the sale of all
or substantiall 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 Common Stock
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 Common Stock 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 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 Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or
the Exercise Price is adjusted, as herein provided, the Company shall give
notice thereof to the Holder, which notice shall state the number of Shares (and
other securities or property) purchasable upon the exercise of this Warrant and
the Exercise Price of such 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)            Limitation
of Liability. No provision hereof, in the absence of affirmative action
by the Holder to purchase shares of Common Stock, and no mere enumeration herein
of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the Exercise Price hereunder or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

       

      (e)            Waiver,
Amendments and Headings. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by both parties (either generally or in a particular instance and either
retroactively or prospectively). The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.

       

      12.Notices.
Any notice or other communication required or permitted hereunder shall
be

      in
writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail, postage
pre-paid. Any such notice shall be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission, or, if mailed,
two Business days after the date of deposit in the United States mails,
as follows:

       

       


      
        
          
            
              	
                    


            

            


          

           


        

        
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      (a)         if
the to Company, to:

       

      My Screen
Mobile, Inc.

      70
Yorkville Ave

       

      Toronto,
Ontario, M5R 1C2

      Attention:
Terry
Rodrigues, CEO

       

      (b)         if
to the Holder, to:

       

      Via
Cesare Guilo Viola, 48, 00148 Roma Attn: Michael O'Connor

       

      Each of
the parties may designate another address or person for receipt of notices
hereunder.

       

      13.                       Supplements
and Amendments; Whole Agreement. This Warrant may be amended or
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant contains the full understanding of the parties hereto with respect to
the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings other than expressly contained herein
and therein.

       

      14.                       Governing
Law. This Warrant shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Warrant as of the 23rd
day of May, 2008.

       

       

      
        	 	 	 My Screen
      Mobile, Inc., a Delaware corporation
	 	 	 
	 	 	 By: 
	 	 	     Name:
	 	 	     Title:
	 	 	 
	 Attest:	 	 
	 	 	 
	 	 	 
	 Name:	 	 
	 Title:	 	 
	 	 	 


      

       

       


      
        
           


        

        
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      SCHEDULE A

      FORM OF NOTICE OF EXERCISE


       

      TO: MY SCREEN MOBILE
INC.

       

      The
undersigned hereby exercises the right to purchase the number of shares of
common stock of My Screen Mobile Inc. (the "Company") set forth below (the
"Shares") pursuant to the Warrant to purchase common stock issued by the Company
and dated May 23, 2008. In accordance with the provisions of the Warrant, the
undersigned hereby tenders the following concurrently with the delivery of this
Notice of Exercise (i) payment of the Exercise Price payable by the undersigned
for the Shares (the "Purchase Price") in effect for each of the Shares being
purchased, and (ii) the original Warrant.

       

      
      

       

      
        	 Number of
      Shares Purchased:	 	
                 Shares

              
	 	 	 
	 Aggregate
      Purchase Price:	 	
                 US$

              


      

       

       

      The
undersigned represents and warrants to and agrees with the Company
that:

       

      
        	
                 
      

              	
                1.

              	
                It
      has such knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of an investment in the
      Shares and it is able to bear the economic risk of loss of its entire
      investment.

              


      

       

      
        	
                 
      

              	
                2.

              	
                The
      Company has provided to it the opportunity to ask questions and receive
      answers concerning the terms and conditions of the offering and it has had
      access to such information concerning the Company as it has considered
      necessary or appropriate in connection with its investment decision to
      acquire the Shares.

              


      

       

      
        	
                 
      

              	
                3.

              	
                It
      understands the Shares have not been and will not be registered under the
      United States Securities Act of 1933, as amended (the "1933 Act") or the
      securities laws of any state of the United States and that the sale
      contemplated hereby is being made in reliance on a safe-harbor from such
      registration requirements.

              


      

       

      
        	
                 
      

              	
                4.

              	
                The
      undersigned is not a "U.S. Person" as defined by Regulation S of the
      Securities Act and is not acquiring the Shares for the account or benefit
      of a U.S. Person.

              


      

       

      
        	
                 
      

              	
                5.

              	
                The
      undersigned was not in the United States at the time the offer to purchase
      the Shares was received and the Subscriber was not in the United States at
      the time these Warrants were
exercised.

              


      

       

      
        	
                 
      

              	
                6.

              	
                The
      undersigned acknowledges that the Shares are "restricted securities"
      within the meaning of the Securities Act and will be issued to the
      Subscriber in accordance with Regulation S of the Securities Act without
      registration under the Securities
Act.

              


      

       

      
        	
                 
      

              	
                7.

              	
                The
      undersigned agrees to resell the Shares only in accordance with the
      provisions of Regulation S of the Securities Act, pursuant to registration
      under the Securities Act, or pursuant to an available exemption from
      registration pursuant to the Securities
Act.

              


      


      
        
          
            
              	
                       

                    


            

            


          

           


        

        
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                8.

              	
                The
      undersigned agrees not to engage in hedging transactions with regard to
      the Shares unless in compliance with the Securities
  Act.

              


      

       

      
        	
                 
      

              	
                9.

              	
                The
      Subscriber acknowledges and agrees that all certificates representing the
      Shares will be endorsed with the following legend in accordance with
      Regulation S of the Securities Act:

              


      

       

      "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 PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, 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."

       

       

       

       

       

       

       

       

       

       

      


      
      

       

      
        	 Date of
      Execution:	 	 
	 	 	 
	 Signature of
      Authorized Signatory of Purchaser: 	 	 
	 	 	 
	 Name of
      Authorized Signatory:	 	 
	 	 	 
	 Title of
      Authorized Signatory:	 	 
	 	 	 
	 Address of
      Purchaser:	 	 


      

       

       


      
        
          
            
              	
                       

                    


            

            


          

           


        

        
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      SCHEDULE B

      TECHNICAL
EXPENDITURES

       

       Key
points for set aside account for $3 million:

       

      
        	
                 
      

              	
                ·

              	
                use
      for up to 24 months for technology, software and programming investments
      into the My Screen technology to ensure the technology infrastructure is
      viable for large scale deployments in Weather/OT
  markets.

              


      

       

      
        	
                 
      

              	
                ·

              	
                separate
      bank account with signatories being Weather appointed CFO and two Weather
      appointed directors and Michael O'Connor. All disbursements will need
      signatory from CFO and one of the three signing officers noted
      above.

              
	 	 	 
	 	 ·  	 Funds
      still in segregated bank account at end of 24 months would be returned to
      general corporate account of My Screen.


      

               


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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