Exchange


    
      

    

     

    Exhibit
      4.2

      


       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD,
        TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
        FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
        AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT
        REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE
        144
        UNDER SAID ACT.

       

      Right
        to

      Purchase

      1,400,000

      Units

      WARRANT
        (A WARRANT)

       

      THIS
        CERTIFIES THAT,
        for
        value received, ________________________, (the “Holder”) or its registered
        assigns, is entitled to purchase from Oasys Mobile, Inc. (f/k/a Summus, Inc.),
        a
        Delaware corporation (the “Company”), at any time or from time to time during
        the period specified in Section 2 hereof, One Million Four Hundred Thousand
        (1,400,000) Units for the purchase price of $1.10 per unit (the “Purchase
        Price”), each Unit consisting of (i) one (1) fully paid and nonassessable share
        of the Company's common stock, par value $.001 per share (the “Common Stock”),
        and (ii) a warrant to purchase .285714 of a share of Common Stock (or 400,000
        shares of Common Stock if this Warrant is exercised in full) in the form
        attached hereto (the “C-2 Warrant”). The term “Common Shares,” as used herein,
        refers to the shares of Common Stock purchasable pursuant to this Warrant,
        but
        not the C-2 Warrant. The number of Units purchasable pursuant to this Warrant
        are subject to adjustment as provided in Section 4 hereof. The term
“Warrants” means this Warrant and the other warrants issued to the Holder and
        its affiliates pursuant to that certain Securities Purchase Agreement, dated
        November 18, 2005, by and among the Company and the Buyers listed on the
        execution page thereof (the “Purchase Agreement”). 

       

      This
        Warrant is subject to the following terms, provisions, and
        conditions:

       

      1.    Manner
        of Exercise; Issuance of Certificates; Payment for
        Shares.
        

       

      (a)    Subject
        to the provisions hereof, this Warrant may be exercised by the Holder, in
        whole
        or in part, by the surrender of this Warrant, together with a completed exercise
        agreement in the form attached hereto (the “Exercise Agreement”), to the Company
        during normal business hours on any business day at the Company's principal
        executive offices (or such other office or agency of the Company as it may
        designate by notice to the Holder), and upon (i) payment to the Company in
        cash,
        by certified or official bank check or by wire transfer for the

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      account
        of the Company of the Purchase Price for the Units specified in the Exercise
        Agreement. The Units so purchased shall be deemed to be issued to the Holder
        or
        such holder's designee, as the record owner of such shares, as of the close
        of
        business on the date on which this Warrant shall have been surrendered, the
        completed Exercise Agreement shall have been delivered, and payment shall
        have
        been made for such shares as set forth above. In the event of any exercise
        of
        the rights represented by this Warrant in accordance with and subject to
        the
        terms and conditions hereof, either (i) certificates for the Common Shares
        and
        the C-2 Warrant shall be dated the date of such exercise and delivered to
        the
        Holder hereof within a reasonable time, not exceeding two (2) trading days
        after
        such exercise or, (ii) only with respect to the Common Shares, if the Company’s
        transfer agent is a participant in the Deposit Withdrawal Agent Commission
        (“DWAC”) system, the Common Shares shall be issued and delivered to the
        Depository Trust Company account on the Holder’s behalf via the DWAC system
        within a reasonable time, not exceeding two (2) trading days after such exercise
        (the date of delivery pursuant to (i) or (ii) above, as applicable, being
        referred to herein as the “Delivery Date”) and the Holder hereof shall be deemed
        for all purposes to be the holder of the Common Shares and the C-2 Warrant
        so
        purchased as of the date of such exercise. The certificates so delivered
        shall
        be in such denominations as may be requested by the Holder and shall be
        registered in the name of the Holder. In the event that this Warrant shall
        have
        been exercised only in part, then, unless this Warrant has expired, the Company
        shall, at its expense, at the time of delivery of such certificates, deliver
        to
        the holder a new Warrant representing the number of Units with respect to
        which
        this Warrant shall not then have been exercised. 

       

      (b)    In
        addition to any other rights available to the Holder, if the Company fails
        to
        deliver to the Holder a certificate or certificates representing the Common
        Shares and the C-2 Warrant pursuant to an exercise by the Delivery Date,
        and if
        after such day the Holder is required by its broker to purchase (in an open
        market transaction or otherwise) shares of Common Stock to deliver in
        satisfaction of a sale by the Holder of the Common Shares which the Holder
        anticipated receiving upon such exercise (a “Buy-In”), then the Company shall
        (1) pay in cash to the Holder the amount by which (x) the Holder's total
        purchase price (including brokerage commissions, if any) for the shares of
        Common Stock so purchased exceeds (y) the amount obtained by multiplying
        (A) the
        number of Common Shares that the Company was required to deliver to the Holder
        in connection with the exercise at issue times (B) the price at which the
        sell
        order giving rise to such purchase obligation was executed, and (2) at the
        option of the Holder, either reinstate the portion of the Warrant and equivalent
        number of Common Shares for which such exercise was not honored or deliver
        to
        the Holder the number of shares of Common Stock that would have been issued
        had
        the Company timely complied with its exercise and delivery obligations
        hereunder. For example, if the Holder purchases Common Stock having a total
        purchase price of $11,000 to cover a Buy-In with respect to an attempted
        exercise of shares of Common Stock with an aggregate sale price giving rise
        to
        such purchase obligation of $10,000, under clause (1) of the immediately
        preceding sentence the Company shall be required to pay the Holder $1,000.
        The
        Holder shall provide the Company written notice indicating the amounts payable
        to the Holder in respect of the Buy-In, together with applicable confirmations
        and other evidence reasonably requested by the Company. Nothing herein shall
        limit a Holder's right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company's failure
        to
        timely deliver certificates representing shares of Common Stock upon exercise
        of
        the Warrant as required pursuant to the terms hereof. In addition to all
        other


       


      
        
           

        

        
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      available
        remedies at law or in equity, if the Company fails to deliver certificates
        for
        the Common Shares within three (3) business days after this Warrant is
        exercised, then the Company shall pay to the holder in cash a penalty (the
        “Delivery Payment”) equal to 2% of the number of Common Shares that the holder
        is entitled to multiplied by the Market Price (as hereinafter defined) for
        each
        day that the Company fails to deliver certificates for the Common Shares.
        For
        example, if the holder is entitled to 100,000 Common Shares and the Market
        Price
        is $2.00, then the Company shall pay to the holder $4,000 for each day that
        the
        Company fails to deliver certificates for the Common Shares. The Delivery
        Payment shall be paid to the holder by the fifth day of the month following
        the
        month in which it has accrued.

       

      (c)    Notwithstanding
        anything in this Warrant to the contrary, in no event shall the Holder of
        this
        Warrant be entitled to exercise a number of Warrants (or portions thereof)
        in
        excess of the number of Warrants (or portions thereof) upon exercise of which
        the sum of (i) the number of shares of Common Stock beneficially owned by
        the
        Holder and its affiliates (other than shares of Common Stock which, but for
        this
        proviso, may be deemed beneficially owned through the ownership of the
        unexercised Warrants and the unexercised or unconverted portion of any other
        securities of the Company subject to a limitation on conversion or exercise
        analogous to the limitation contained herein) and (ii) the number of shares
        of
        Common Stock issuable upon exercise of the Warrants (or portions thereof)
        with
        respect to which the determination described herein is being made, would
        result
        in beneficial ownership by the Holder and its affiliates of more than 9.9%
        of
        the outstanding shares of Common Stock, provided,
        however,
        that
        upon the Holder of this Warrant providing the Company with sixty-one (61)
        days
        notice (the “Waiver
        Notice”)
        that
        the Holder would like to waive this Section 1(c) with regard to any or all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        1(c)
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided,
        further,
        that
        this provision shall be of no further force or effect during the sixty-one
        (61)
        days immediately preceding the expiration of the term of this Warrant. For
        purposes of the immediately preceding sentence, beneficial ownership shall
        be
        determined in accordance with Section 13(d) of the Securities Exchange Act
        of
        1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided
        in clause (i) hereof. Notwithstanding anything in this Warrant to the contrary,
        the restrictions on exercise of this Warrant set forth in this section shall
        not
        be amended without (i) the written consent of the Holder and the Company
        and
        (ii) the approval of the holders of a majority of the Common Stock present,
        or
        represented by proxy, and voting at any meeting called to vote on the amendment
        of such restriction. 

       

      2.    Period
        of Exercise.
        This
        Warrant is exercisable at any time or from time to time on or after the date
        hereof and shall expire at 5:00 p.m., New York City time, on June 30, 2007,
        plus
        one (1) additional day for each day that (a) the registration statement (the
        “Registration Statement”) to be filed pursuant to the Registration Rights
        Agreement (as defined in Section 7(a) below) is not effective (or, to the
        extent
        a post-effective amendment or additional registration statement is to be
        filed
        to cover the additional 400,000 shares issuable hereunder, then such extension
        (i.e., one day for each day after the date hereof until effectiveness) shall
        apply solely with respect to such additional number of shares and the C-2
        Warrants associated therewith) or (b) sales of Common Stock may not be made
        by
        the Holder pursuant to the Registration Statement (the “Expiration Date”);
provided
        that,
        upon notice to the Company given at least ten (10) trading days prior to
        the
        Expiration Date, and ten (10) trading days prior to the end of each


       


      
        
           

        

        
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      calendar
        quarter thereafter, at the Holder’s option, the Expiration Date may be extended
        for an additional calendar quarter, but in no event beyond June 30, 2008,
        provided that the maturity date of the Debentures issued pursuant to the
        Purchase Agreement shall be extended for a period coincident with each such
        90-day extension of the Expiration Date; and provided,
        further,
        that on
        the Expiration Date, if the Holder pays an extension fee of $1.09 per share
        (the
“Extension Fee”), to the Company in cash, by certified or official bank check or
        by wire transfer for the account of the Company (which Extension Fee is
        non-refundable), the Expiration Date shall be extended for a period of two
        (2)
        years with respect to that number of Units determined by dividing (i) the
        aggregate amount of the Extension Fee paid by (ii) $1.09; provided,
        further,
        that if
        the Expiration Date has been extended pursuant to the terms of this Section
        2
        upon payment of the Extension Fee to the Company, the Purchase Price per
        Unit
        shall thereafter equal $0.01. The Company may cause Holder to exercise this
        Warrant or forfeit its right to exercise this Warrant in the event that (a)
        the
        average Market Price of the Common Stock exceeds $4.00 for a period of
        twenty-two (22) consecutive trading days, the Common Stock trades at least
        300,000 shares for each trading day during such twenty-two (22) day period
        and
        (c) the Registration Statement has been declared effective by the Commission
        and
        sales may continue to be made thereunder. Notwithstanding the foregoing,
        beginning on July 31, 2006, for each twenty (20) consecutive Qualified Trading
        Day (as defined below) period in which the VWAP (as defined below) of the
        Common
        Stock equals or exceeds $1.65 per share (the “Trigger Price”) on each such day,
        then the number of Units issuable upon exercise of this Warrant (but including
        only shares of Common Stock included in the Units or issuable upon exercise
        of
        the C-2 Warrant that are then covered by an effective registration statement)
        shall be reduced by twenty-five percent (25%) as of 5:00 p.m., Eastern time,
        on
        the tenth (10th)
        trading
        day following each such 20-day period (provided that the VWAP per share equals
        or exceeds the Trigger Price on such tenth (10th)
        trading
        day), subject to extension at the option of the Holder through the payment
        of
        the Extension Fee in accordance with the terms and conditions set forth above.
        The Trigger Price is subject to adjustment for stock splits, stock dividends,
        recapitalizations, reorganizations, reclassifications or otherwise. Each
        twenty
        (20) consecutive Qualified Trading Day period, together with the ten (10)
        trading day waiting period associated therewith, is hereinafter referred
        to as
        an “Early Expiration Period.” No trading day utilized in any Early Expiration
        Period may be included in any other Early Expiration Period. As a result,
        no
        Early Expiration Period may commence until at least the thirty-first
        (31st)
        trading
        day following the commencement of the prior Early Expiration Period. “Qualified
        Trading Day” means a trading day on which (i) the volume of shares of Common
        Stock equals at least 150,000 and (ii) the Registration Statement is effective
        and sales of Common Stock may be made pursuant thereto. “VWAP” means the daily
        volume weighted average price of the Common Stock on the principal trading
        market for such security as reported by Bloomberg, L.P. using the VWAP
        function.

       

      3.    Certain
        Agreements of the Company.
        The
        Company hereby covenants and agrees as follows:

       

      (a)    Shares
        to be Fully Paid.
        All
        Common Shares will, upon issuance in accordance with the terms of this Warrant,
        be validly issued, fully paid, and nonassessable and free from all taxes,
        liens,
        and charges with respect to the issue thereof.

       

      (b)    Reservation
        of Shares.
        Until
        the Expiration Date, as such date may be extended hereunder, the Company
        shall
        at all times have authorized, and reserved for the purpose of issuance upon
        exercise of this Warrant, a sufficient number of shares of Common Stock to
        provide for the exercise of this Warrant, in accordance with Section 4.7
        of the
        Purchase Agreement.

       


      
        
           

        

        
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      (c)    Listing.
        The
        Company shall promptly secure the listing of the shares of Common Stock issuable
        upon exercise of this Warrant upon each national securities exchange or
        automated quotation system, if any, upon which shares of Common Stock are
        then
        listed (subject to official notice of issuance upon exercise of this Warrant)
        and shall maintain, so long as any other shares of Common Stock shall be
        so
        listed, such listing of all shares of Common Stock from time to time issuable
        upon the exercise of this Warrant; and the Company shall so list on each
        national securities exchange or automated quotation system, as the case may
        be,
        and shall maintain such listing of, any other shares of capital stock of
        the
        Company issuable upon the exercise of this Warrant if and so long as any
        shares
        of the same class shall be listed on such national securities exchange or
        automated quotation system.

       

      (d)    Certain
        Actions Prohibited.
        The
        Company will not, by amendment of its charter or through any 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 to be observed or performed by it hereunder,
        but will at all times in good faith assist in the carrying out of all the
        provisions of this Warrant and in the taking of all such action as may
        reasonably be requested by the holder of this Warrant in order to protect
        the
        exercise privilege of the holder of this Warrant against dilution or other
        impairment, consistent with the tenor and purpose of this Warrant. Without
        limiting the generality of the foregoing, the Company (i) will not increase
        the
        par value of any shares of Common Stock receivable upon the exercise of this
        Warrant above the Purchase Price then in effect, and (ii) will take all such
        actions as may be necessary or appropriate in order that the Company may
        validly
        and legally issue fully paid and nonassessable shares of Common Stock upon
        the
        exercise of this Warrant. 

       

      (e)    Successors
        and Assigns.
        This
        Warrant will be binding upon any entity succeeding to the Company by merger,
        consolidation, or acquisition of all or substantially all the Company's
        assets.

       

      4.    Antidilution
        Provisions.
        Until
        the Expiration Date, as such date may be extended hereunder, the Purchase
        Price
        and the number of Units purchasable pursuant to this Warrant shall be subject
        to
        adjustment from time to time as provided in this Section 4. In the event
        that
        any adjustment of the Purchase Price as required herein results in a fraction
        of
        a cent, such Purchase Price shall be rounded up to the nearest
        cent.

       

      (a)    Adjustment
        of Purchase Price and Number of Shares upon Issuance of Common
        Stock.
        Except
        as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever
        on or
        after the date of issuance of this Warrant, the Company issues or sells,
        or in
        accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any
        shares of Common Stock for no consideration or for a consideration per share
        (before deduction of reasonable expenses or commissions or underwriting
        discounts or allowances in connection therewith) less than the Purchase Price
        on
        the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
        Issuance, the Purchase Price will be reduced to the price equal to the
        consideration per share paid in connection with such Dilutive
        Issuance.

       


      
        
           

        

        
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      (b)    Effect
        on Purchase Price of Certain Events.
        For
        purposes of determining the adjusted Purchase Price under Paragraph 4(a)
        hereof,
        the following will be applicable:

       

      (i)    Issuance
        of Rights or Options.
        If the
        Company in any manner issues or grants any warrants, rights or options, whether
        or not immediately exercisable, to subscribe for or to purchase Common Stock
        or
        other securities convertible into or exchangeable for Common Stock (“Convertible
        Securities”) (such warrants, rights and options to purchase Common Stock or
        Convertible Securities are hereinafter referred to as “Options”) and the price
        per share for which Common Stock is issuable upon the exercise of such Options
        is less than the Purchase Price on the date of issuance or grant of such
        Options, then the maximum total number of shares of Common Stock issuable
        upon
        the exercise of all such Options will, as of the date of the issuance or
        grant
        of such Options, be deemed to be outstanding and to have been issued and
        sold by
        the Company for such price per share. For purposes of the preceding sentence,
        the “price per share for which Common Stock is issuable upon the exercise of
        such Options” is determined by dividing (i) the total amount, if any, received
        or receivable by the Company as consideration for the issuance or granting
        of
        all such Options, plus the minimum aggregate amount of additional consideration,
        if any, payable to the Company upon the exercise of all such Options, plus,
        in
        the case of Convertible Securities issuable upon the exercise of such Options,
        the minimum aggregate amount of additional consideration payable upon the
        conversion or exchange thereof at the time such Convertible Securities first
        become convertible or exchangeable, by (ii) the maximum total number of shares
        of Common Stock issuable upon the exercise of all such Options (assuming
        full
        conversion of Convertible Securities, if applicable). No further adjustment
        to
        the Purchase Price will be made upon the actual issuance of such Common Stock
        upon the exercise of such Options or upon the conversion or exchange of
        Convertible Securities issuable upon exercise of such Options.

       

      (ii)    Issuance
        of Convertible Securities.
        If the
        Company in any manner issues or sells any Convertible Securities, whether
        or not
        immediately convertible (other than where the same are issuable upon the
        exercise of Options) and the price per share for which Common Stock is issuable
        upon such conversion or exchange is less than the Purchase Price on the date
        of
        issuance, then the maximum total number of shares of Common Stock issuable
        upon
        the conversion or exchange of all such Convertible Securities will, as of
        the
        date of the issuance of such Convertible Securities, be deemed to be outstanding
        and to have been issued and sold by the Company for such price per share.
        For
        the purposes of the preceding sentence, the “price per share for which Common
        Stock is issuable upon such conversion or exchange” is determined by dividing
        (i) the total amount, if any, received or receivable by the Company as
        consideration for the issuance or sale of all such Convertible Securities,
        plus
        the minimum aggregate amount of additional consideration, if any, payable
        to the
        Company upon the conversion or exchange thereof at the time such Convertible
        Securities first become convertible or exchangeable, by (ii) the maximum
        total
        number of shares of Common Stock issuable upon the conversion or exchange
        of all
        such Convertible Securities. No further adjustment to the Purchase Price
        will be
        made upon the actual issuance of such Common Stock upon conversion or exchange
        of such Convertible Securities.

       


      
        
           

        

        
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      (iii)    Change
        in Option Price or Conversion Rate.
        If there
        is a change at any time in (i) the amount of additional consideration payable
        to
        the Company upon the exercise of any Options; (ii) the amount of additional
        consideration, if any, payable to the Company upon the conversion or exchange
        of
        any Convertible Securities; or (iii) the rate at which any Convertible
        Securities are convertible into or exchangeable for Common Stock (other than
        under or by reason of provisions designed to protect against dilution), the
        Purchase Price in effect at the time of such change will be readjusted to
        the
        Purchase Price which would have been in effect at such time had such Options
        or
        Convertible Securities still outstanding provided for such changed additional
        consideration or changed conversion rate, as the case may be, at the time
        initially granted, issued or sold.

       

      (iv)    Treatment
        of Expired Options and Unexercised Convertible
        Securities.
        If, in
        any case, the total number of shares of Common Stock issuable upon exercise
        of
        any Option or upon conversion or exchange of any Convertible Securities is
        not,
        in fact, issued and the rights to exercise such Option or to convert or exchange
        such Convertible Securities shall have expired or terminated, the Purchase
        Price
        then in effect will be readjusted to the Purchase Price which would have
        been in
        effect at the time of such expiration or termination had such Option or
        Convertible Securities, to the extent outstanding immediately prior to such
        expiration or termination (other than in respect of the actual number of
        shares
        of Common Stock issued upon exercise or conversion thereof), never been
        issued.

       

      (v)    Calculation
        of Consideration Received.
        If any
        Common Stock, Options or Convertible Securities are issued, granted or sold
        for
        cash, the consideration received therefor for purposes of this Warrant will
        be
        the amount received by the Company therefor, before deduction of reasonable
        commissions, underwriting discounts or allowances or other reasonable expenses
        paid or incurred by the Company in connection with such issuance, grant or
        sale.
        In case any Common Stock, Options or Convertible Securities are issued or
        sold
        for a consideration part or all of which shall be other than cash, the amount
        of
        the consideration other than cash received by the Company will be the fair
        value
        of such consideration, except where such consideration consists of securities,
        in which case the amount of consideration received by the Company will be
        the
        Market Price thereof as of the date of receipt. In case any Common Stock,
        Options or Convertible Securities are issued in connection with any acquisition,
        merger or consolidation in which the Company is the surviving corporation,
        the
        amount of consideration therefor will be deemed to be the fair value of such
        portion of the net assets and business of the non-surviving corporation as
        is
        attributable to such Common Stock, Options or Convertible Securities, as
        the
        case may be. The fair value of any consideration other than cash or securities
        will be determined in good faith by the Board of Directors of the
        Company.

       

      (vi)    Exceptions
        to Adjustment of Purchase Price.
        No
        adjustment to the Purchase Price will be made (i) upon the exercise of any
        warrants, options or convertible securities granted, issued and outstanding
        on
        the date of issuance of this Warrant; (ii) upon the grant or exercise of
        any
        stock or options which may hereafter be granted or exercised under any employee
        benefit plan, stock option plan or restricted 

       


      
        
           

        

        
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      stock
        plan of the Company now existing or to be implemented in the future, so long
        as
        the issuance of such stock or options is approved by a majority of the
        independent members of the Board of Directors of the Company or a majority
        of
        the members of a committee of independent directors established for such
        purpose; or (iii) upon the exercise of the Warrants.

       

      (c)    Subdivision
        or Combination of Common Stock.
        If the
        Company at any time subdivides (by any stock split, stock dividend,
        recapitalization, reorganization, reclassification or otherwise) the shares
        of
        Common Stock acquirable hereunder into a greater number of shares, then,
        after
        the date of record for effecting such subdivision, the Purchase Price in
        effect
        immediately prior to such subdivision will be proportionately reduced. If
        the
        Company at any time combines (by reverse stock split, recapitalization,
        reorganization, reclassification or otherwise) the shares of Common Stock
        acquirable hereunder into a smaller number of shares, then, after the date
        of
        record for effecting such combination, the Purchase Price in effect immediately
        prior to such combination will be proportionately increased.

       

      (d)    Adjustment
        in Number of Units.
        Upon
        each adjustment of the Purchase Price pursuant to the provisions of this
        Section
        4, the number of Units issuable upon exercise of this Warrant shall be adjusted
        by multiplying a number equal to the Purchase Price in effect immediately
        prior
        to such adjustment by the number of Units issuable upon exercise of this
        Warrant
        immediately prior to such adjustment and dividing the product so obtained
        by the
        adjusted Purchase Price.

       

      (e)    Consolidation,
        Merger or Sale.
        If, at
        any time when this Warrant is outstanding, there shall be any merger
        (other
        than a merger solely for the purpose of reincorporating in another
        jurisdiction),
        consolidation, exchange of shares, recapitalization, reorganization, or other
        similar event, as a result of which shares of Common Stock of the Company
        shall
        be changed into the same or a different number of shares of another class
        or
        classes of stock or securities of the Company or another entity, or in case
        of
        any sale or conveyance of all or substantially all of the assets of the Company
        other than in connection with a plan of complete liquidation of the Company
        (each, a “Change of Control Transaction”), then Holder shall thereafter have the
        right to receive upon exercise of this Warrant upon the basis and upon the
        terms
        and conditions specified herein and in lieu of the shares of Common Stock
        immediately theretofore issuable upon such exercise such stock, securities
        or
        assets which Holder would have been entitled to receive in such transaction
        had
        this Warrant been exercised in full immediately prior to such transaction
        (without regard to any limitations on exercise contained herein), including
        any
        rights (including election rights) that Holder would have had if Holder were
        a
        stockholder at any time prior to the consummation of the Change of Control
        Transaction, and in any such case appropriate provisions shall be made with
        respect to the rights and interests of Holder to the end that the provisions
        hereof (including, without limitation, provisions for adjustment of the Purchase
        Price and of the number of Units issuable upon conversion of this Warrant)
        shall
        thereafter be applicable, as nearly as may be practicable in relation to
        any
        securities or assets thereafter deliverable upon the conversion of this Warrant.
        The Company shall not effect any transaction described in this subparagraph
        (e)
        unless (i) it first gives, to the extent practical, thirty (30) days’ prior
        written notice (but in any event at least fifteen (15) business days prior
        written notice) of the record date of the special meeting of stockholders
        to
        approve, or if there is no such record date, the consummation of, such Change
        of


       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      Control
        Transaction (during which time Holder shall be entitled to Exercise this
        Warrant), which notice shall be given concurrently with the first public
        announcement of such transaction, and (ii) the resulting successor or acquiring
        entity (if not the Company) and, if an entity different from the successor
        or
        acquiring entity, the entity whose capital stock or assets the holders of
        the
        Common Stock are entitled to receive as a result of such Change of Control
        Transaction, assumes by written instrument the obligations of the Borrower
        under
        this Warrant (including under this subparagraph (e)). The above provisions
        shall
        similarly apply to successive consolidations, mergers, sales, transfers or
        share
        exchanges.

       

      (f)    Distribution
        of Assets.
        In case
        the Company shall declare or make any distribution of its assets (including
        cash) to holders of Common Stock as a partial liquidating dividend, by way
        of
        return of capital or otherwise, then, after the date of record for determining
        stockholders entitled to such distribution, but prior to the date of
        distribution, the holder of this Warrant shall be entitled upon exercise
        of this
        Warrant for the purchase of any or all of the shares of Common Stock subject
        hereto, to receive the amount of such assets which would have been payable
        to
        the holder had such holder been the holder of such shares of Common Stock
        on the
        record date for the determination of stockholders entitled to such
        distribution.

       

      (g)    Notice
        of Adjustment.
        Upon the
        occurrence of any event which requires any adjustment of the Purchase Price,
        then, and in each such case, the Company shall give notice thereof to the
        holder
        of this Warrant, which notice shall state the Purchase Price resulting from
        such
        adjustment and the increase or decrease in the number of Units purchasable
        at
        such price upon exercise, setting forth in reasonable detail the method of
        calculation and the facts upon which such calculation is based. Such calculation
        shall be certified by the chief financial officer of the Company.

       

      (h)    Minimum
        Adjustment of Purchase Price.
        No
        adjustment of the Purchase Price shall be made in an amount of less than
        1% of
        the Purchase Price in effect at the time such adjustment is otherwise required
        to be made, but any such lesser adjustment shall be carried forward and shall
        be
        made at the time and together with the next subsequent adjustment which,
        together with any adjustments so carried forward, shall amount to not less
        than
        1% of such Purchase Price.

       

      (i)    No
        Fractional Shares.
        No
        fractional shares of Common Stock are to be issued upon the exercise of this
        Warrant. If the exercise of this Warrant would result in a fractional share
        of
        Common Stock, such fractional share shall be disregarded and the number of
        shares of Common Stock issuable upon exercise of the Warrant shall be the
        next
        higher number of shares. 

       

      (j)    Other
        Notices.
        In case
        at any time:

       

      (i)    the
        Company shall declare any dividend upon the Common Stock payable in shares
        of
        stock of any class or make any other distribution (including dividends or
        distributions payable in cash out of retained earnings) to the holders of
        the
        Common Stock;

       


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      (ii)    the
        Company shall offer for subscription pro rata to the holders of the Common
        Stock
        any additional shares of stock of any class or other rights;

       

      (iii)    there
        shall be any capital reorganization of the Company, or reclassification of
        the
        Common Stock, or consolidation or merger of the Company with or into, or
        sale of
        all or substantially all its assets to, another corporation or entity;
        or

       

      (iv)    there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Company;

       

      then,
        in
        each such case, the Company shall give to the holder of this Warrant (a)
        notice
        of the date on which the books of the Company shall close or a record shall
        be
        taken for determining the holders of Common Stock entitled to receive any
        such
        dividend, distribution, or subscription rights or for determining the holders
        of
        Common Stock entitled to vote in respect of any such reorganization,
        reclassification, consolidation, merger, sale, dissolution, liquidation or
        winding-up and (b) in the case of any such reorganization, reclassification,
        consolidation, merger, sale, dissolution, liquidation or winding-up, notice
        of
        the date (or, if not then known, a reasonable approximation thereof by the
        Company) when the same shall take place. Such notice shall also specify the
        date
        on which the holders of Common Stock shall be entitled to receive such dividend,
        distribution, or subscription rights or to exchange their Common Stock for
        stock
        or other securities or property deliverable upon such reorganization,
        reclassification, consolidation, merger, sale, dissolution, liquidation,
        or
        winding-up, as the case may be. Such notice shall be given at least 30 days
        prior to the record date or the date on which the Company's books are closed
        in
        respect thereto. Failure to give any such notice or any defect therein shall
        not
        affect the validity of the proceedings referred to in clauses (i), (ii),
        (iii)
        and (iv) above.

       

      (k)    Certain
        Events.
        If any
        event occurs of the type contemplated by the adjustment provisions of this
        Section 4 but not expressly provided for by such provisions, the Company
        will
        give notice of such event as provided in Section 4(g) hereof, and the Company's
        Board of Directors will make an appropriate adjustment in the Purchase Price
        and
        the number of shares of Common Stock acquirable upon exercise of this Warrant
        so
        that the rights of the Holder shall be neither enhanced nor diminished by
        such
        event.

       

      (l)    Certain
        Definitions.

       

      (i)    “Market
        Price,”
        as of
        any date, (i) means the average of the last reported sale prices for the
        shares
        of Common Stock on the OTCBB for the five (5) trading days immediately preceding
        such date as reported by Bloomberg Financial Markets or an equivalent reliable
        reporting service mutually acceptable to and hereafter designated by the
        holder
        of this Warrant and the Company (“Bloomberg”), or (ii) if the OTCBB is not the
        principal trading market for the shares of Common Stock, the average of the
        last
        reported sale prices on the principal trading market for the Common Stock
        during
        the same period as reported by Bloomberg, or (iii) if market value cannot
        be
        calculated as of such date on any of the foregoing bases, the Market Price
        shall
        be the fair market value as reasonably determined in good faith by (a) the
        Board
        of Directors of the Company or, at the option of a majority-in-interest of
        the
        holders of the outstanding Warrants by (b) an independent investment bank
        of
        nationally recognized standing in the 

       


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      valuation
        of businesses similar to the business of the Company. The manner of determining
        the Market Price of the Common Stock set forth in the foregoing definition
        shall
        apply with respect to any other security in respect of which a determination
        as
        to market value must be made hereunder.

       

      (ii)    “Common
        Stock,”
        for
        purposes of this Section 4, includes the Common Stock, par value $.001 per
        share, and any additional class of stock of the Company having no preference
        as
        to dividends or distributions on liquidation, provided that the shares
        purchasable pursuant to this Warrant shall include only shares of Common
        Stock,
        par value $.001 per share, in respect of which this Warrant is exercisable,
        or
        shares resulting from any subdivision or combination of such Common Stock,
        or in
        the case of any reorganization, reclassification, consolidation, merger,
        or sale
        of the character referred to in Section 4(e) hereof, the stock or other
        securities or property provided for in such section.

       

      5.    Issue
        Tax.
        The
        issuance of certificates for Common Shares upon the exercise of this Warrant
        shall be made without charge to the holder of this Warrant or such shares
        for
        any issuance tax or other costs in respect thereof, provided that the Company
        shall not be required to pay any tax which may be payable in respect of any
        transfer involved in the issuance and delivery of any certificate in a name
        other than the holder of this Warrant.

       

      6.    No
        Rights or Liabilities as a Shareholder.
        This
        Warrant shall not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company. No provision of this Warrant, in the absence
        of
        affirmative action by the Holder to purchase Units, and no mere enumeration
        herein of the rights or privileges of the Holder, shall give rise to any
        liability of such holder for the Purchase Price or as a shareholder of the
        Company, whether such liability is asserted by the Company or by creditors
        of
        the Company.

       

      7.    Transfer,
        Exchange, and Replacement of Warrant.

       

      (a)    Transfer.
        This
        Warrant and the rights granted to the Holder are transferable, in whole or
        in
        part, upon surrender of this Warrant, together with a properly executed
        assignment in the form attached hereto, at the office or agency of the Company
        referred to in Section 8 below. Until due presentment for registration of
        transfer on the books of the Company, the Company may treat the registered
        Holder as the owner and Holder for all purposes, and the Company shall not
        be
        affected by any notice to the contrary. The Common Shares are subject to
        registration rights in accordance with the provisions of that certain
        Registration Rights Agreement, dated November 18, 2005, by and among the
        Company
        and the other signatories thereto (the “Registration Rights
        Agreement”).

       

      (b)    Warrant
        Exchangeable for Different Denominations.
        This
        Warrant is exchangeable, upon the surrender hereof by the Holder at the office
        or agency of the Company referred to in Section 8 below, for new Warrants
        of like tenor representing in the aggregate the right to purchase the number
        of
        shares of Common Stock which may be purchased hereunder, each of such new
        Warrants to represent the right to purchase such number of shares as shall
        be
        designated by the Holder at the time of such surrender.

       


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      (c)    Replacement
        of Warrant.
        Upon
        receipt 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, upon delivery of an indemnity agreement reasonably
        satisfactory in form and amount to the Company, or, in the case of any such
        mutilation, upon surrender and cancellation of this Warrant, the Company,
        at its
        expense, will execute and deliver, in lieu thereof, a new Warrant of like
        tenor.

       

      (d)    Cancellation;
        Payment of Expenses.
        Upon the
        surrender of this Warrant in connection with any transfer, exchange, or
        replacement as provided in this Section 7, this Warrant shall be promptly
        canceled by the Company. The Company shall pay all taxes (other than securities
        transfer taxes) and all other expenses (other than legal expenses, if any,
        incurred by the Holder or transferees) and charges payable in connection
        with
        the preparation, execution, and delivery of Warrants pursuant to this Section
        7.

       

      (e)    Register.
        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), 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 and each prior owner of this Warrant.
        

       

      8.    Notices.
        All
        notices, requests, and other communications required or permitted to be given
        or
        delivered hereunder to the holder of this Warrant shall be in writing, and
        shall
        be personally delivered, or shall be sent by certified or registered mail
        or by
        recognized overnight mail courier, postage prepaid and addressed, to such
        holder
        at the address shown for such holder on the books of the Company, or at such
        other address as shall have been furnished to the Company by notice from
        such
        holder. All notices, requests, and other communications required or permitted
        to
        be given or delivered hereunder to the Company shall be in writing, and shall
        be
        personally delivered, or shall be sent by certified or registered mail or
        by
        recognized overnight mail courier, postage prepaid and addressed, to the
        office
        of the Company at 434 Fayetteville Street, Suite 600, Raleigh, North Carolina
        27601, Attention: Chief Executive Officer, Facsimile: 919-807-5601, or at
        such
        other address as shall have been furnished to the holder of this Warrant
        by
        notice from the Company. Any such notice, request, or other communication
        may be
        sent by facsimile, but shall in such case be subsequently confirmed by a
        writing
        personally delivered or sent by certified or registered mail or by recognized
        overnight mail courier as provided above. All notices, requests, and other
        communications shall be deemed to have been given either at the time of the
        receipt thereof by the person entitled to receive such notice at the address
        of
        such person for purposes of this Section 8, or, if mailed by registered or
        certified mail or with a recognized overnight mail courier upon deposit with
        the
        United States Post Office or such overnight mail courier, if postage is prepaid
        and the mailing is properly addressed, as the case may be.

       

      9.    Governing
        Law.
        THIS
        WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
        THE
        STATE OF DELAWARE. APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE
        STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS). BOTH
        PARTIES IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
        FEDERAL COURTS AND THE STATE COURTS LOCATED IN 

       


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      DELAWARE
        WITH RESPECT TO ANY SUIT OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT,
        THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
        CONTEMPLATED HEREBY OR THEREBY AND IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT
        OF SUCH SUIT OR PROCEEDING MAY BE DETERMINED IN SUCH COURTS. BOTH PARTIES
        IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
        OF
        SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
        UPON
        A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
        SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
        HEREIN
        SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
        BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
        SUIT
        OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
        BY
        SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTIES HEREBY
        EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
        CAUSE
        OF ACTION ARISING UNDER THIS WARRANT OR IN ANY WAY CONNECTED WITH OR RELATED
        OR
        INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THIS WARRANT, OR
        THE
        TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
        ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE PARTIES
        HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
        ACTION
        SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT EITHER PARTY MAY
        FILE
        AN ORIGINAL COUNTERPART OR A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN
        EVIDENCE OF THE CONSENT OF THE OTHER PARTY HERETO TO THE WAIVER OF THEIR
        RIGHT
        TO TRIAL BY JURY.

       

      10.    Miscellaneous.

       

      (a)    Amendments.
        This
        Warrant and any provision hereof may only be amended by an instrument in
        writing
        signed by the Company and the Holder.

       

      (b)    Descriptive
        Headings.
        The
        descriptive headings of the several sections of this Warrant are inserted
        for
        purposes of reference only, and shall not affect the meaning or construction
        of
        any of the provisions hereof.

       

      (c)    Remedies.
        The
        Company acknowledges that a breach by it of its obligations hereunder will
        cause
        irreparable harm to the holder of this Warrant by vitiating the intent and
        purpose of the transactions contemplated hereby. Accordingly, the Company
        acknowledges that the remedy at law for a breach of its obligations under
        this
        Warrant will be inadequate and agrees, in the event of a breach or threatened
        breach by the Company of the provisions of this Warrant, that the holder
        of this
        Warrant shall be entitled, in addition to all other available remedies in
        law or
        in equity, to an injunction or injunctions to prevent or cure any breaches
        of
        the provisions of this Agreement and to enforce specifically the terms and
        provisions of this Warrant, without the necessity of showing economic loss
        and
        without any bond or other security being required.

       


      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      


       

       


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      


       

      IN
        WITNESS WHEREOF,
        the
        Company has caused this Warrant to be signed by its duly authorized
        officer.

       

      


       

      
        	 	
                OASYS
                  MOBILE, INC. 

                 

                 

                 

                By:
                  ____________________________

                Gary
                  E. Ban

                Chief
                  Executive Officer

              


      

      


       

      


      Dated
        as
        of July 27, 2006


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      FORM
        OF EXERCISE AGREEMENT

      Dated:
        ________ __, 200_

      


      To:
        OASYS
        MOBILE, INC. 

      


       

      The
        undersigned, pursuant to the provisions set forth in the within Warrant,
        hereby
        agrees to purchase ________ Units covered by such Warrant, and makes payment
        herewith in full therefor at the price per Unit provided by such Warrant
        in cash
        or by certified or official bank check in the amount of
        ________________________. Please issue a certificate or certificates for
        such
        shares of Common Stock and a C-2 Warrant or C-2 Warrants in the name of and
        pay
        any cash for any fractional share to:

       

      
        	 	
                Name:_____________________________

                Signature:__________________________

                Address:__________________________

                           
                  _______________________

                           
                  _______________________

                 

                 

                Note:
                  The above signature should

                          
                  correspond exactly with the name on

                    
                        the face of the within
                  Warrant.

              


      

      


       

      and,
        if
        said number of shares of Common Stock shall not be all the Units purchasable
        under the within Warrant, a new Warrant is to be issued in the name of said
        undersigned covering the balance of the shares purchasable thereunder less
        any
        fraction of a share paid in cash.

       

      


       


      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      FORM
        OF ASSIGNMENT

       

      


       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights
        of
        the undersigned under the within Warrant, with respect to the number of Units
        covered thereby set forth hereinbelow, to:

       

      
        	
                Name
                  of Assignee

              	
                Address

              	
                No
                  of Shares

              
	 	 	 
	 	 	 
	 	 	 


      

      


      ,
        and
        hereby irrevocably constitutes and appoints ______________
        ________________________ as agent and attorney-in-fact to transfer said Warrant
        on the books of the within-named corporation, with full power of substitution
        in
        the premises.

       

      Dated:
        ________ __, 200_

       

      In
        the
        presence of:

       

      _________________________

       

      
        	 	
                Name:__________________________________

                Signature:_______________________________

                Title
                  of Signing Officer or Agent (if any): 

                _______________________________________

                Address:________________________________

                               
                  ________________________________

                Note:
                  The above signature should

                          
                  correspond exactly with the name on

                          
                  the face of the within Warrant.