exv10w5






Exhibit 10.5




THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii)
AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE
GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF OF THIS WARRANT.




SERIES G WARRANT TO PURCHASE SHARES




OF COMMON STOCK


Brookside Technology Holdings Corp., a Florida corporation (the “COMPANY”), hereby certifies that,
for value received, Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a
unit trust organized and existing under the laws of the Cayman Islands (the “HOLDER”) is the
registered Holder of a warrant (the “WARRANT”) to subscribe for and purchase 473,708,300 shares of
the fully paid and nonassessable Common Stock (as adjusted pursuant to Section 4 hereof,
the “WARRANT SHARES”) of the Company, at a price per share equal to $0.01 (the “WARRANT PRICE,” as
adjusted pursuant to Section 4 hereof), subject to the provisions and upon the terms and
conditions hereinafter set forth. This Warrant is the Warrant to purchase Common Stock issued
pursuant to that certain Securities Purchase and Loan Conversion Agreement, dated as of even date
herewith, between the Company and the Holder referred to therein (the “PURCHASE AGREEMENT”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Purchase Agreement.



As used herein, (a) the term “COMMON STOCK” shall mean the Company’s presently authorized Common
Stock, par value $.001 per share, and any stock into or for which such Common Stock may hereafter
be converted or exchanged and (b) the term “DATE OF GRANT” shall mean April 12, 2010.





	1.	 	Term. The purchase right represented by this Warrant is exercisable, in whole or in
part, at any time after the Date of Grant (the “INITIAL EXERCISE DATE”) and from time to time
thereafter through and including the close of business on the date five (5) years from the
Initial Exercise Date (the “EXPIRATION DATE”).
	 
	2.	 	Exercise; Expiration; Redemption.






	 	a.	 	Method of Exercise; Payment; Issuance of New Warrant. Subject to Section
1 hereof, the purchase right represented by this Warrant may be exercised by the
Holder hereof, in whole or in part and from time to time after the Initial Exercise
Date, by the surrender of this Warrant (with the notice of exercise form attached
hereto as Exhibit A duly executed) at the principal office of the Company and
by the payment to the Company of an amount equal to the then applicable Warrant Price
multiplied by the number of Warrant Shares then being purchased. The person or persons
in whose name(s) any certificate(s) representing shares of Common Stock shall be
issuable upon exercise of this Warrant shall be deemed to have become the Holder(s) of
record of, and shall be treated for all purposes as the record Holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued) immediately
prior to the close of business on the date or dates upon which this Warrant is
exercised. In the event of any exercise of the rights represented by this Warrant,
certificates for the shares of stock so purchased shall be delivered to the Holder
hereof as soon as possible and in any event within five (5) trading (the “SHARE
DELIVERY DATE”) days after such exercise and, unless this Warrant has been fully
exercised, a new Warrant representing the portion of the Warrant Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be issued
to the Holder hereof as soon as possible and in any event within such five (5) trading
day-period.
	 
	 	b.	 	Expiration. In the event that any portion of this Warrant is unexercised as of
the Expiration Date, such portion of this Warrant shall automatically expire, and the
Holder shall have no rights with respect to such unexercised portion of this Warrant.
	 
	 	c.	 	Maximum.




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     (i) Notwithstanding anything to the contrary set forth in this Warrant, at no
time may a Holder of this Warrant exercise this Warrant to the extent that after
giving effect to such exercise, the Holder (together with the Holder’s affiliates)
would beneficially own (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of
4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise; provided, however, that upon a Holder of this Warrant
providing the Company with sixty-one (61) days notice (the “Waiver Notice”) that such
Holder would like to waive this Section with regard to any or all shares of Common
Stock issuable upon exercise of this Warrant, this Section will be of no force or
effect with regard to all or a portion of the Warrant referenced in the Waiver
Notice.




     (ii) Notwithstanding anything to the contrary set forth in this Warrant, at no
time may a Holder of this Warrant exercise this Warrant to the extent that after
giving effect to such exercise, the Holder (together with the Holder’s affiliates)
would beneficially own (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of
9.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise; provided, however, that upon a Holder of this Warrant
providing the Company with a Waiver Notice that such Holder would like to waive this
Section with regard to any or all shares of Common Stock issuable upon exercise of
the Warrant, this Section shall be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice.




	 	d.	 	Company’s Failure to Timely Deliver Securities.






     (i) The Company understands that a delay in the delivery of the shares of Common
Stock upon exercise of this Warrant beyond the Share Delivery Date could result in
economic loss to the Holder. If the Company fails to deliver to the
Holder such shares via DWAC or a certificate or certificates pursuant to this Section by the
Share Delivery Date, the Company shall pay to the Holder, in cash, as partial
liquidated damages and not as a penalty, for each $500 of Warrant Shares (based on
the closing price of the Common Stock reported by the principal Trading Market on the
date such securities are submitted to the Company’s transfer agent), $10 per trading
day (increasing to $15 per trading day five (5) trading days after such damages have
begun to accrue and increasing to $20 per trading day ten (10) trading days after
such damages have begun to accrue) for each trading day after the Share Delivery Date
until such Common Stock certificate is delivered. Nothing herein shall limit a
Holder’s right to pursue actual damages for the Company’s failure to deliver
certificates, and the Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief. Notwithstanding anything to the contrary
contained herein, the Holder shall be entitled to withdraw an Exercise Notice, and
upon such withdrawal the Company shall only be obligated to pay the liquidated
damages accrued in accordance with this Section through the date the Exercise Notice
is withdrawn. Notwithstanding the foregoing, the Holder shall not be entitled to the
damages set forth herein for the delay in the delivery of the shares of Common Stock
upon exercise of this Warrant, if such delay is due to causes which are beyond the
reasonable control of the Company, including, but not limited to, acts of God, acts
of civil or military authority, fire, flood, earthquake, hurricane, riot, war,
terrorism, sabotage and/or governmental action, provided that the Company: (i) gives
the Holder prompt notice of each such cause; and (ii) uses reasonable efforts to
correct such failure or delay in its performance.




     (ii) In addition to any other rights available to the Holder, if the Company
fails to cause its transfer agent to transmit to the Holder a certificate or
certificates representing the shares of Common Stock issuable upon exercise of the
Warrant on or before the Share Delivery Date, and if after such date 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 shares of Common Stock issuable upon exercise of the Warrant 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 shares of Common
Stock issuable upon exercise of the Warrant that the Company was required to deliver
to the Holder in connection with the conversion 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



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number of shares of Common Stock for which such conversion 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 conversion 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 conversion 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.




	3.	 	Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance pursuant to the
terms and conditions herein, be fully paid and non-assessable, and free from all taxes (other
than any taxes determined with respect to, or based upon, the income of the person to whom
such shares are issued), liens and charges (other than liens or charges created by actions of
the Holder of this Warrant or the person to whom such shares are issued), and pre-emptive
rights with respect to the issue thereof.
	 
	4.	 	Adjustment of Warrant Price and Number of Shares. The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:






	 	a.	 	Reclassification, Merger or Sale of Assets. In case of any reclassification,
change or conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or in case of any
merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the acquiring and the surviving corporation
and which does not result in any reclassification or change of outstanding securities
issuable upon exercise of this Warrant), or in case of any sale of all or substantially
all of the assets of the Company (each a “Change Event”), the Company shall notify
Holder in writing at least ten (10) days prior to such Change Event, and the Holder
shall have the option to exchange this Warrant into either (i) a new Warrant so that
the Holder of this Warrant shall have the right to receive, at a total purchase price
not to exceed that payable upon the exercise of the unexercised portion of this
Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise
of this Warrant, the kind and amount of shares of stock, other securities, money and
property receivable upon such reclassification, change or merger by a holder of the
number of shares of Common Stock then purchasable under this Warrant (such new Warrant
shall provide for adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 4) or
(ii) in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and
amount of shares of stock, other securities, money and property receivable by a holder
of the number of shares of Common Stock then purchasable under this Warrant upon such
reclassification, change or merger as if Holder had exercised the unexercised portion
of this Warrant on a cashless exercise basis (as calculated below) immediately prior to
such Change Event.
	 
	 	 	 	For the purpose of determining how many shares of Common Stock Holder would be
entitled to in such a “cashless exercise,” the Holder will be deemed to be entitled
to receive the number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:






	 	(A)	=	 the VWAP (as defined below) for the 10 Trading Days
immediately preceding the date of such election;
	 
	 	(B)	=	 the Exercise Price of this Warrant, as adjusted; and
	 
	 	(X)	=	 the number of Warrant Shares issuable upon exercise of this
Warrant in accordance with the terms of this Warrant by means of a cash exercise
rather than a cashless exercise.










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	 	 	 	The term “VWAP” means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted on
Nasdaq or any other national securities exchange on which the Common stock is then
listed or quoted (each such exchange, a “Trading Market”), the daily volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on
the Trading Market on which the Common Stock is then listed or quoted as reported by
Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time to 4:02 p.m.
New York City time); (b) if the OTC Bulletin Board is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then listed
or quoted on a Trading Market or the OTC Bulletin Board and if prices for the Common
Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a
similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the Common Stock so reported; or (d) in all other
cases, the fair market value of a share of Common Stock as determined by an
independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
	 
	 	 	 	If the Holder does not notify the Company that it elects to receive the consideration
contemplated by Section 4(a)(ii) in writing prior to the Change Event, the
Holder shall be deemed to have elected to receive a new Warrant as contemplated by
Section 4(a)(i). The provisions of this Section 4(a) shall similarly
apply to successive reclassifications, changes, mergers and transfers.






	 	b.	 	Subdivision or Combination of Shares. If at any time while this Warrant remains
outstanding and unexpired the Company shall subdivide or combine its outstanding shares
of Common Stock, the Warrant Price shall be proportionately decreased in the case of a
subdivision and increased in the case of a combination, effective at the close of
business on the date the subdivision or combination becomes effective.
	 
	 	c.	 	Stock Dividends. If at any time while this Warrant is outstanding and unexpired
the Company shall pay a dividend with respect to Common Stock payable in Common Stock,
then the Warrant Price shall be adjusted, from and after the date of determination of
stockHolders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (i) the numerator of which shall be
the total number of shares of Common Stock outstanding immediately prior to such dividend, and (ii) the
denominator of which shall be the total number of shares of Common Stock outstanding
immediately after such dividend.
	 
	 	d.	 	Other Issuances of Securities. In case the Company shall, at any time after the
Date of Grant, issue shares of Common Stock, or rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or
convertible or exchangeable securities issued in any of the transactions described in
Sections 4(a), 4(b), or 4(c) above; (ii) shares issued upon the exercise of any
outstanding rights, options or warrants or upon conversion or exchange of any
outstanding convertible or exchangeable securities; (iii) this Warrant and any shares
issued upon exercise thereof; and (iv) Exempt Securities (as defined in Section 4(l)
below)), at a price per share of Common Stock (determined in the case of such rights,
options, warrants, or convertible or exchangeable securities by dividing (x) the total
amount receivable by the Company in consideration of the sale and issuance of such
rights, options, warrants, or convertible or exchangeable securities, plus the total
minimum consideration payable to the Company upon exercise, conversion, or exchange
thereof by (y) the total maximum number of shares of Common Stock covered by such
rights, options, warrants, or convertible or exchangeable securities) lower than the
Warrant Price, then the Warrant Price shall be reduced, concurrently with such issue,
to a price equal to the consideration received per share in connection with such
issuance. For the purposes of such adjustment, the maximum number of shares of Common
Stock which the Holder of any such rights, options, warrants or convertible or
exchangeable securities shall be entitled to subscribe for or purchase shall be deemed
to be issued and outstanding as of the date of such sale and issuance and the
consideration received by the Company therefore shall be deemed to be the consideration
received by the Company for such rights, options, warrants, or convertible or
exchangeable securities, plus the minimum consideration or premium stated in such
rights, options, warrants, or convertible or exchangeable securities
to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares
of Common Stock, or rights, options, warrants, or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of Common Stock for
a consideration consisting, in whole or in part, of property other





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	 	 	 	than cash or its equivalent, then, in determining the price per share of Common Stock
and the consideration received by the Company for purposes of the first sentence of
this Section 4(d), the Board of Directors of the Company shall determine, in good
faith, the fair value of said property, and such determination shall be described in
a duly adopted board resolution certified by the Company’s Secretary or Assistant
Secretary. In case the Company shall sell and issue rights, options, warrants, or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock together with one (1) or more other securities as a
part of a unit at a price per unit, then, in determining the price per share of
Common Stock and the consideration received by the Company for purposes of the first
sentence of this Section 4(d), the Board of Directors of the Company shall determine,
in good faith, which determination shall be described in a duly adopted board
resolution certified by the Company’s Secretary or Assistant Secretary, the fair
value of the rights, options, warrants, or convertible or exchangeable securities
then being sold as part of such unit. Such adjustment shall be made successively
whenever such an issuance occurs, and in the event that such rights, options,
warrants, or convertible or exchangeable securities expire or cease to be convertible
or exchangeable before they are exercised, converted, or exchanged (as the case may
be), then the Warrant Price shall again be adjusted to the Warrant Price that would
then be in effect if such sale and issuance had not occurred, but such subsequent
adjustment shall not affect the number of Warrant Shares issued upon any exercise of
the Warrant prior to the date such subsequent adjustment is made.






	 	e.	 	Distribution. If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of
Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a
dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or
other similar transaction) (a “DISTRIBUTION”), at any time after the issuance of this
Warrant, then, in each such case, the Warrant Price in effect immediately prior to the
close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of
the close of business on such record date, to a price determined by multiplying such
Warrant Price by a fraction of which (i) the numerator shall be the Warrant Price on
such record date minus the value of the Distribution (as determined in good faith by
the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator shall be the Warrant Price on such record date
	 
	 	f.	 	Other Events. If any event occurs of the type contemplated by the provisions of
this Section 4 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors in good faith will
make an appropriate adjustment in the Warrant Price so as to be equitable under the
circumstances and otherwise protect the rights of the Holder; provided that no such
adjustment will increase the Warrant Price as otherwise determined pursuant to this
Section 4.






	5.	 	Notice of Adjustments. Whenever the Warrant Price or the number of Warrant Shares
purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company
shall deliver to the Holder of this Warrant a certificate signed by its chief financial
officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the Warrant Price and
the number of Warrant Shares purchasable hereunder after giving effect to such adjustment.
	 
	6.	 	Fractional Shares. No fractional shares of Common Stock will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company shall make a
cash payment therefor based on the fair market value of a share of Common Stock on the date of
exercise, or round up to the next whole number of shares, at the Company’s option. “FAIR
MARKET VALUE” of a share of Common Stock as of a particular date (the “DETERMINATION DATE”)
shall mean (i) if shares of Common Stock are traded on a national securities exchange (an
“EXCHANGE”), the weighted average of the closing sale price of a share of the Common Stock of
the Company on the last five (5) trading days prior to the Determination Date reported on such
Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume
with respect to each such day); (ii) if shares of Common Stock are not traded on an Exchange
but trade in the over-the-counter market and such shares are quoted on the National
Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average
of the closing sale price of a share of the Common Stock of the Company on the last five (5)
trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street
Journal (weighted with respect to the trading volume with respect to each such day); (iii) if
such shares are an issue for





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	 	 	which last sale prices are not reported on NASDAQ, the average of the closing sale price, in
each case on the last five (5) trading days (or if the relevant price or quotation did not
exist on any of such days, the relevant price or quotation on the next preceding business
day on which there was such a price or quotation) prior to the Determination Date as
reported by the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation
Bureau, Incorporated, or any other successor organization; (iv) if no closing sales price is
reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any
other successor organization for such day, the average of the high and low bid and asked
price of any of the market makers for the Common Stock as reported on the OTCBB or in the
“pink sheets” by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no price
can be determined on the basis of the above methods of valuation, then the Fair Market Value
shall be determined in good faith by the Board of Directors of the Company, which
determination shall be described in a duly adopted board resolution certified by the
Company’s Secretary or Assistant Secretary. If the Board of Directors of the Company is
unable to determine the Fair Market Value, or if the Holders of at least fifty percent (50%)
of all of the Warrant Shares then issuable hereunder (collectively, the “REQUESTING
HOLDERS”) disagree with the Board’s determination of the Fair Market Value by written notice
delivered to the Company within five (5) business days after the determination thereof by
the Board of Directors of the Company is communicated to Holders of the Warrants affected
thereby, which notice specifies a majority-in-interest of the Requesting Holders’
determination of the Fair Market Value, then the Company and a majority-in-interest of the
Requesting Holders shall select a mutually acceptable investment banking firm of national
reputation which has not had a material relationship with the Company or any officer of the
Company within the preceding two (2) years, which shall determine the Fair Market Value.
Such investment banking firm’s determination of the Fair Market Value shall be final,
binding and conclusive on the Company and the Holders of all of the Warrants issued
hereunder and then outstanding. Any and all costs and fees of such investment banking firm
shall be borne equally by the Company and the Requesting Holders, however, if the Valuation
is within ninety percent (90%) of either party’s valuation, then the other party shall pay
all of the costs and fees of such investment banking firm.
	 
	7.	 	Noncircumvention. The Company hereby covenants and agrees that the Company will not, by
amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall 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, and (iii) shall,
so long as any of the Warrants are outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued shares of Common Stock, solely for the purpose of
effecting the exercise of the Warrants, 100% of the number of shares of Common Stock as shall
from time to time be necessary to effect the exercise of the Warrants then outstanding
(without regard to any limitations on exercise).
	 
	9.	 	Rights as Stockholders; Information. No Holder of this Warrant, as such, shall be
entitled to vote or be deemed the Holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder of this Warrant, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of the
directors or upon any matter submitted to stockholders at any meeting thereof, or to receive
notice of meetings, until this Warrant shall have been exercised and the Warrant Shares
purchasable upon the exercise hereof shall have become deliverable, as provided herein.
	 
	10.	 	Modification and Waiver. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the party against
which enforcement of the same is sought
	 
	11.	 	Notices. Unless otherwise specifically provided herein, all communications under this
Warrant shall be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given; (ii) on the day of
transmission if sent by facsimile transmission to the number shown on the books of the
Company, and telephonic confirmation of receipt is obtained promptly after completion of
transmission; (iii) on the day after delivery to Federal Express or similar overnight courier;
or (iv) on the fifth day after mailing, if mailed to the party to whom notice is to be given,
by first class mail, registered or certified, postage prepaid, and properly addressed, return
receipt requested, to each such Holder at its address as shown on the books of the Company or
to the Company





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	 	 	at the address indicated therefor on the signature page of this Warrant. Any party hereto may
change its address for purposes of this Section by giving the other party written notice of the
new address in the manner set forth herein.
	 
	12.	 	Binding Effect on Successors. This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or substantially all of
the Company’s assets, and all of the obligations of the Company relating to the Common Stock
issuable upon the exercise or conversion of this Warrant shall survive the exercise,
conversion and termination of this Warrant and all of the covenants and agreements of the
Company shall inure to the benefit of the successors and assigns of the Holder hereof. The
Company will, at the time of the exercise or conversion of this Warrant, in whole or in part,
upon request of the Holder hereof but at the Company’s expense, acknowledge in writing its
continuing obligation to the Holder hereof in respect of any rights to which the Holder hereof
shall continue to be entitled after such exercise or conversion in accordance with this
Warrant; provided, however, that the failure of the Holder hereof to make any such request
shall not affect the continuing obligation of the Company to the Holder hereof in respect of
such rights.
	 
	13.	 	Lost Warrants or Stock Certificates. The Company covenants to the Holder hereof that,
upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the case of any
loss, theft or destruction, upon receipt of an executed lost securities bond or indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender
and cancellation of such Warrant or stock certificate, the Company will make and deliver a new
Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.
	 
	14.	 	Descriptive Headings. The descriptive headings of the several paragraphs of this
Warrant are inserted for convenience only and do not constitute a part of this Warrant.
	 
	15.	 	Governing Law. This Warrant shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State of Florida.
	 
	16.	 	Remedies. In case any one (1) or more of the covenants and agreements contained in
this Warrant shall have been breached, the Holders hereof (in the case of a breach by the
Company), or the Company (in the case of a breach by a Holder), may proceed to protect and
enforce their or its rights either by suit in equity and/or by action at law, including, but
not limited to, an action for damages as a result of any such breach and/or an action for
specific performance of any such covenant or agreement contained in this Warrant.
	 
	17.	 	Acceptance. Receipt of this Warrant by the Holder hereof shall constitute acceptance
of and agreement to the foregoing terms and conditions.
	 
	18.	 	No Impairment of Rights. The Company will not, by amendment of its Certificate of
Incorporation or through any other means, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against impairment.





[SIGNATURE PAGE FOLLOWS]






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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its behalf by one of its
officers thereunto duly authorized.




	 	 	 	 	 
	BROOKSIDE TECHNOLOGY HOLDINGS CORP.

 	 	 
	
 	 	 
	Michael Nole, Chief Executive Officer 	 	 
	 	 	 


Dated: April 12, 2010





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