ex4_5.htm


    
      

    

    Exhibit
      4.5

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
      THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

    


    COMMON
      STOCK PURCHASE
      WARRANT

    


    UVUMOBILE,
      INC.

     

    
      	
              Warrant
                Shares: _______

            	
              Initial
                Exercise Date: December ___, 2007

            


    

    


     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
      that, for value received, _____________ (the “Holder”) is entitled,
      upon the terms and subject to the limitations on exercise and the conditions
      hereinafter set forth, at any time on or after the date the Authorized Share
      Approval is received and effective (the “Initial Exercise
      Date”) and on or prior to the close of business on the five year
      anniversary of the date the Authorized Share Approval is received and effective
      (the “Termination
      Date”) but not thereafter, to subscribe for and purchase from uVuMobile,
      Inc., a Delaware corporation (the “Company”), up to
      ______ shares (the “Warrant Shares”) of
      Common Stock.  The purchase price of one share of Common Stock under
      this Warrant shall be equal to the Exercise Price, as defined in Section
      2(b).

     

    Section
      1.        Definitions.  Capitalized
      terms used and not otherwise defined herein shall have the meanings set forth
      in
      that certain Securities Purchase Agreement (the “Purchase Agreement”),
      dated December __, 2007, among the Company and the purchasers signatory
      thereto.

     

    Section
      2.     Exercise.

     

    a)           Exercise
      of
      Warrant.  Exercise of the purchase rights represented by this
      Warrant may be made, in whole or in part, at any time or times on or after
      the
      Initial Exercise Date and on or before the Termination Date by delivery to
      the
      Company of a duly executed facsimile copy of the Notice of Exercise Form annexed
      hereto (or such other office or agency of the Company as it may designate by
      notice in writing to the registered Holder at the address of the Holder
      appearing on the books of the Company); and, within 3 Trading Days of the date
      said Notice of Exercise is delivered to the Company, the Company shall have
      received  payment of the aggregate Exercise Price of the shares
      thereby purchased by wire transfer or cashier’s check drawn on a United States
      bank.  Notwithstanding anything herein to the contrary, the Holder
      shall not be required to physically surrender this Warrant to the Company until
      the Holder has purchased all of the Warrant Shares available hereunder and
      the
      Warrant has been exercised in full, in which case, the Holder shall surrender
      this Warrant to the Company for cancellation within 3 Trading Days of the date
      the final Notice of Exercise is delivered to the Company.  Partial
      exercises of this Warrant resulting in purchases of a portion of the total
      number of Warrant Shares available hereunder shall have the effect of lowering
      the outstanding number of Warrant Shares purchasable hereunder in an amount
      equal to the applicable number of Warrant Shares purchased.  The
      Holder and the Company shall maintain records showing the number of Warrant
      Shares purchased and the date of such purchases.  The Company shall
      deliver any objection to any Notice of Exercise Form within 2 Business Days
      of
      receipt of such notice.  In the event of any dispute or discrepancy,
      the records of the Holder shall be controlling and determinative in the absence
      of manifest error. The Holder
      and any assignee, by acceptance of this Warrant, acknowledge and agree that,
      by
      reason of the provisions of this paragraph, following the purchase of a portion
      of the Warrant Shares hereunder, the number of Warrant Shares available for
      purchase hereunder at any given time may be less than the amount stated on
      the
      face hereof.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    b)           Exercise
      Price.  The exercise price per share of the Common Stock under
      this Warrant shall be $0.15, subject to adjustment
      hereunder (the “Exercise
      Price”).

     

    c)           Cashless
      Exercise.  If at any time after the earlier of (i) the one year
      anniversary of the date of the Purchase Agreement and (ii) the completion of
      the
      then-applicable holding period required by Rule 144, or any successor provision
      then in effect, which would allow “tacking” of the holding period of this
      Warrant and the Warrant Shares pursuant to the SEC Manual of Publicly Available
      Telephone Interpretations or other Commission rule or guidance, there is no
      effective Registration Statement registering, or no current prospectus available
      for, the resale of the Warrant Shares by the Holder at a time when such
      Registration Statement is required to be effective pursuant to the Registration
      Rights Agreement, then this Warrant may also be exercised at such time by means
      of a “cashless exercise” in which the Holder shall be entitled to receive a
      certificate for the number of Warrant Shares equal to the quotient obtained
      by
      dividing [(A-B) (X)] by (A), where:

     

    
      	
            	
              (A)
                =

            	
              the
                VWAP on the Trading Day immediately preceding the date of such
                election;

            


    

    


    
      	
            	
              (B)
                = 

            	
              the
                Exercise Price of this Warrant, as adjusted;
                and

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
            	
              (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.

            


    

    


    Notwithstanding
      anything herein to the contrary, on the Termination Date, this Warrant shall
      be
      automatically exercised via cashless exercise pursuant to this Section
      2(c).

    


    d)            Exercise
      Limitations;

     

    
      	
               

            	
              i.

            	
              Holder’s
                Restrictions.  The Company shall not effect any exercise
                of this Warrant, and a Holder shall not have the right to exercise
                any
                portion of this Warrant, pursuant to Section 2 or otherwise, to the
                extent
                that after giving effect to such issuance after exercise as set forth
                on
                the applicable Notice of Exercise, the Holder (together with the
                Holder’s
                Affiliates, and any other person or entity acting as a group together
                with
                the Holder or any of the Holder’s Affiliates), would beneficially own in
                excess of the Beneficial Ownership Limitation (as defined below). 
                For purposes of the foregoing sentence, the number of shares of Common
                Stock beneficially owned by the Holder and its Affiliates shall include
                the number of shares of Common Stock issuable upon exercise of this
                Warrant with respect to which such determination is being made, but
                shall
                exclude the number of shares of Common Stock which would be issuable
                upon
                (A) exercise of the remaining, nonexercised portion of this Warrant
                beneficially owned by the Holder or any of its Affiliates and (B)
                exercise
                or conversion of the unexercised or nonconverted portion of any other
                securities of the Company (including, without limitation, any
                other  Common Stock Equivalents) subject to a limitation on
                conversion or exercise analogous to the limitation contained herein
                beneficially owned by the Holder or any of its affiliates.  Except as
                set forth in the preceding sentence, for purposes of this Section
                2(d)(i),
                beneficial ownership shall be calculated in accordance with Section
                13(d)
                of the Exchange Act and the rules and regulations promulgated thereunder,
                it being acknowledged by the Holder that the Company is not representing
                to the Holder that such calculation is in compliance with Section
                13(d) of
                the Exchange Act and the Holder is solely responsible for any schedules
                required to be filed in accordance therewith.   To the
                extent that the limitation contained in this Section 2(d)(i) applies,
                the
                determination of whether this Warrant is exercisable (in relation
                to other
                securities owned by the Holder together with any Affiliates) and
                of which
                portion of this Warrant is exercisable shall be in the sole discretion
                of
                the Holder, and the submission of a Notice of Exercise shall be deemed
                to
                be the Holder’s determination of whether this Warrant is exercisable (in
                relation to other securities owned by the Holder together with any
                Affiliates) and of which portion of this Warrant is exercisable,
                in each
                case subject to the Beneficial Ownership Limitation, and the Company
                shall
                have no obligation to verify or confirm the accuracy of such
                determination.   In addition, a determination as to any
                group status as contemplated above shall be determined in accordance
                with
                Section 13(d) of the Exchange Act and the rules and regulations
                promulgated thereunder.  For purposes of this Section 2(d)(i),
                in determining the number of outstanding shares of Common Stock,
                a Holder
                may rely on the number of outstanding shares of Common Stock as reflected
                in (x) the Company’s most recent periodic or annual report, as the case
                may be, (y) a more recent public announcement by the Company or (z)
                any
                other notice by the Company or the Company’s Transfer Agent setting forth
                the number of shares of Common Stock outstanding.  Upon the written
                or oral request of a Holder, the Company shall within two Trading
                Days
                confirm orally and in writing to the Holder the number of shares
                of Common
                Stock then outstanding.  In any case, the number of outstanding
                shares of Common Stock shall be determined after giving effect to
                the
                conversion or exercise of securities of the Company, including this
                Warrant, by the Holder or its Affiliates since the date as of which
                such
                number of outstanding shares of Common Stock was reported.  The
                “Beneficial
                Ownership Limitation” shall be 4.99% of the number of shares of the
                Common Stock outstanding immediately after giving effect to the issuance
                of shares of Common Stock issuable upon exercise of this
                Warrant.  The Holder, upon not less than 61 days’ prior notice
                to the Company, may increase or decrease the Beneficial Ownership
                Limitation provisions of this Section 2(d)(i), provided that the
                Beneficial Ownership Limitation in no event exceeds 9.99% of the
                number of
                shares of the Common Stock outstanding immediately after giving effect
                to
                the issuance of shares of Common Stock upon exercise of this Warrant
                held
                by the Holder and the provisions of this Section 2(d)(i) shall continue
                to
                apply.  Any such increase or decrease will not be effective
                until the 61st
                day after
                such notice is delivered to the Company.  The provisions of this
                paragraph shall be construed and implemented in a manner otherwise
                than in
                strict conformity with the terms of this Section 2(d)(i) to correct
                this
                paragraph (or any portion hereof) which may be defective or inconsistent
                with the intended Beneficial Ownership Limitation herein contained
                or to
                make changes or supplements necessary or desirable to properly give
                effect
                to such limitation. The limitations contained in this paragraph shall
                apply to a successor holder of this
                Warrant.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              ii.

            	
              Unless
                the Company has obtained Authorized Share Approval, the Company may
                not
                issue upon exercise of this Warrant a number of shares of Common
                Stock
                which, when aggregated with any shares of Common Stock issued upon
                prior
                exercise of any Warrants issued pursuant to the Purchase Agreement
                would
                exceed [_____________ shares of Common Stock (“Issuable
                Maximum”).  If on any attempted exercise of this Warrant,
                the issuance of Warrant Shares would exceed the Issuable Maximum
                and the
                Company’s shareholders have not previously voted in favor of Authorized
                Share Approval, then the Company shall issue to the Holder request
                a
                Warrant exercise such number of Warrant Shares as may be issued below
                the
                Issuable Maximum and, with respect to the remainder of the aggregate
                number of Warrant Shares, this Warrant shall not be exercisable until
                and
                unless Authorized Share Approval has been obtained. The Holder and
                the
                holders of the other Warrants issued pursuant to the Purchase Agreement
                shall be entitled to a pro-rata portion of the Issuable Maximum (based
                on
                such Holder’s original Subscription Amount and the aggregate original
                Subscription Amount of all holders pursuant to the Purchase
                Agreement).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    e)           Mechanics
      of
      Exercise.

     

    i.      Delivery
      of Certificates
      Upon Exercise.  Certificates for shares purchased hereunder
      shall be transmitted by the transfer agent of the Company to the Holder by
      crediting the account of the Holder’s prime broker with the Depository Trust
      Company through its Deposit Withdrawal Agent Commission (“DWAC”) system
      if the
      Company is a participant in such system and there is an effective Registration
      Statement permitting the resale of the Warrant Shares by the Holder, and
      otherwise by physical delivery to the address specified by the Holder in the
      Notice of Exercise within 3 Trading Days from the delivery to the Company of
      the
      Notice of Exercise Form, surrender of this Warrant (if required) and payment
      of
      the aggregate Exercise Price as set forth above (“Warrant Share Delivery
      Date”).  This Warrant shall be deemed to have been exercised on
      the date the Exercise Price is received by the Company.  The Warrant
      Shares shall be deemed to have been issued, and Holder or any other person
      so
      designated to be named therein shall be deemed to have become a holder of record
      of such shares for all purposes, as of the date the Warrant has been exercised
      by payment to the Company of the Exercise Price (or by cashless exercise, if
      permitted) and all taxes required to be paid by the Holder, if any, pursuant
      to
      Section 2(e)(vi) prior to the issuance of such shares, have been paid. If the
      Company fails for any reason to deliver to the Holder certificates evidencing
      the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery
      Date, the Company shall pay to the Holder, in cash, as liquidated damages and
      not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
      (based on the VWAP of the Common Stock on the date of the applicable Notice
      of
      Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
      Trading Day after such liquidated damages begin to accrue) for each Trading
      Day
      after such Warrant Share Delivery Date until such certificates are
      delivered.

     

    ii.           Delivery
      of New Warrants
      Upon Exercise.  If this Warrant shall have been exercised in
      part, the Company shall, at the request of a Holder and upon surrender of this
      Warrant certificate, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing the
      rights of Holder to purchase the unpurchased Warrant Shares called for by this
      Warrant, which new Warrant shall in all other respects be identical with this
      Warrant.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    iii.           Rescission
      Rights.  If the Company fails to cause its transfer agent to
      transmit to the Holder a certificate or certificates representing the Warrant
      Shares pursuant to this Section 2(e)(i) by the Warrant Share Delivery Date,
      then
      the Holder will have the right to rescind such exercise.

     

    iv.           Compensation
      for Buy-In on
      Failure to Timely Deliver Certificates Upon Exercise.  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 Warrant Shares pursuant to an exercise on or before the Warrant
      Share Delivery Date, and if after such date the Holder is required by its broker
      to purchase (in an open market transaction or otherwise) or the Holder’s
      brokerage firm otherwise purchases, shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Warrant 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 Warrant 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 Warrant 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 and, upon request of the Company,
      evidence of the amount of such loss.  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.

     

    v.      No
      Fractional Shares or
      Scrip.  No fractional shares or scrip representing fractional
      shares shall be issued upon the exercise of this Warrant.  As to any
      fraction of a share which Holder would otherwise be entitled to purchase upon
      such exercise, the Company shall at its election, either pay a cash adjustment
      in respect of such final fraction in an amount equal to such fraction multiplied
      by the Exercise Price or round up to the next whole share.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    vi.           Charges,
      Taxes and
      Expenses.  Issuance of certificates for Warrant Shares shall be
      made without charge to the Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all of which
      taxes and expenses shall be paid by the Company, and such certificates shall
      be
      issued in the name of the Holder or in such name or names as may be directed
      by
      the Holder; provided, however,
      that in the
      event certificates for Warrant Shares are to be issued in a name other than
      the
      name of the Holder, this Warrant when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the Holder;
      and the Company may require, as a condition thereto, the payment of a sum
      sufficient to reimburse it for any transfer tax incidental thereto.

     

    vii.           Closing
      of
      Books.  The Company will not close its stockholder books or
      records in any manner which prevents the timely exercise of this Warrant,
      pursuant to the terms hereof.

     

    Section
      3.     Certain
      Adjustments.

     

    a)    
        Stock
      Dividends and
      Splits. If the Company, at any time while this Warrant is outstanding:
      (A) pays a stock dividend or otherwise make a distribution or distributions
      on
      shares of its Common Stock or any other equity or equity equivalent securities
      payable in shares of Common Stock (which, for avoidance of doubt, shall not
      include any shares of Common Stock issued by the Company upon exercise of this
      Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
      of shares, (C) combines (including by way of reverse stock split) outstanding
      shares of Common Stock into a smaller number of shares, or (D) issues by
      reclassification of shares of the Common Stock any shares of capital stock
      of
      the Company, then in each case the Exercise Price shall be multiplied by a
      fraction of which the numerator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding immediately before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event and the number of shares issuable
      upon
      exercise of this Warrant shall be proportionately adjusted such that the
      aggregate Exercise Price of this Warrant shall remain unchanged.  Any
      adjustment made pursuant to this Section 3(a) shall become effective immediately
      after the record date for the determination of stockholders entitled to receive
      such dividend or distribution and shall become effective immediately after
      the
      effective date in the case of a subdivision, combination or
      re-classification.

     

    b)    
        Subsequent
      Equity
      Sales. If the Company or any Subsidiary thereof, as applicable, at any
      time while this Warrant is outstanding, shall sell or grant any option to
      purchase, or sell or grant any right to reprice, or otherwise dispose of or
      issue (or announce any offer, sale, grant or any option to purchase or other
      disposition) any Common Stock or Common Stock Equivalents entitling any Person
      to acquire shares of Common Stock, at an effective price per share less than
      the
      then Exercise Price (such lower price, the “Base Share Price” and
      such issuances collectively, a “Dilutive Issuance”)
      (if the holder of the Common Stock or Common Stock Equivalents so issued shall
      at any time, whether by operation of purchase price adjustments, reset
      provisions, floating conversion, exercise or exchange prices or otherwise,
      or
      due to warrants, options or rights per share which are issued in connection
      with
      such issuance, be entitled to receive shares of Common Stock at an effective
      price per share which is less than the Exercise Price, such issuance shall
      be
      deemed to have occurred for less than the Exercise Price on such date of the
      Dilutive Issuance), then the Exercise Price shall be reduced and only reduced
      to
      equal the Base Share Price and the number of Warrant Shares issuable hereunder
      shall be increased such that the aggregate Exercise Price payable hereunder,
      after taking into account the decrease in the Exercise Price, shall be equal
      to
      the aggregate Exercise Price prior to such adjustment.  Such
      adjustment shall be made whenever such Common Stock or Common Stock Equivalents
      are issued.  Notwithstanding the foregoing, no adjustments shall be
      made, paid or issued under this Section 3(b) in respect of an Exempt
      Issuance.  The Company shall notify the Holder in writing, no later
      than the Trading Day following the issuance of any Common Stock or Common Stock
      Equivalents subject to this Section 3(b), indicating therein the applicable
      issuance price, or applicable reset price, exchange price, conversion price
      and
      other pricing terms (such notice the “Dilutive Issuance
      Notice”).  For purposes of clarification, whether or not the
      Company provides a Dilutive Issuance Notice pursuant to this Section 3(b),
      upon
      the occurrence of any Dilutive Issuance, after the date of such Dilutive
      Issuance the Holder is entitled to receive a number of Warrant Shares based
      upon
      the Base Share Price regardless of whether the Holder accurately refers to
      the
      Base Share Price in the Notice of Exercise.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    c)    
        Subsequent
      Rights
      Offerings.  If the Company, at any time while the Warrant is
      outstanding, shall issue rights, options or warrants to all holders of Common
      Stock (and not to Holders) entitling them to subscribe for or purchase shares
      of
      Common Stock at a price per share less than the VWAP at the record date
      mentioned below, then the Exercise Price shall be multiplied by a fraction,
      of
      which the denominator shall be the number of shares of the Common Stock
      outstanding on the date of issuance of such rights or warrants plus the number
      of additional shares of Common Stock offered for subscription or purchase,
      and
      of which the numerator shall be the number of shares of the Common Stock
      outstanding on the date of issuance of such rights or warrants plus the number
      of shares which the aggregate offering price of the total number of shares
      so
      offered (assuming receipt by the Company in full of all consideration payable
      upon exercise of such rights, options or warrants) would purchase at such
      VWAP.  Such adjustment shall be made whenever such rights or warrants
      are issued, and shall become effective immediately after the record date for
      the
      determination of stockholders entitled to receive such rights, options or
      warrants.

     

    d)    
        Pro
      Rata
      Distributions.  If the Company, at any time while this Warrant
      is outstanding, shall distribute to all holders of Common Stock (and not to
      Holders of the Warrants) evidences of its indebtedness or assets (including
      cash
      and cash dividends) or rights or warrants to subscribe for or purchase any
      security other than the Common Stock (which shall be subject to Section 3(b)),
      then in each such case the Exercise Price shall be adjusted by multiplying
      the
      Exercise Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the VWAP determined as of the record
      date mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then per share fair market value at such record date of
      the
      portion of such assets or evidence of indebtedness so distributed applicable
      to
      one outstanding share of the Common Stock as determined by the Board of
      Directors in good faith.  In either case the adjustments shall be
      described in a statement provided to the Holder of the portion of assets or
      evidences of indebtedness so distributed or such subscription rights applicable
      to one share of Common Stock.  Such adjustment shall be made whenever
      any such distribution is made and shall become effective immediately after
      the
      record date mentioned above.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    e)    
        Fundamental
      Transaction. If, at any time while this Warrant is outstanding, (A) the
      Company effects any merger or consolidation of the Company with or into another
      Person, (B) the Company effects any sale of all or substantially all of its
      assets in one or a series of related transactions, (C) any tender offer or
      exchange offer (whether by the Company or another Person) is completed pursuant
      to which holders of Common Stock are permitted to tender or exchange their
      shares for other securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (each “Fundamental
      Transaction”), then, upon any subsequent exercise of this Warrant, the
      Holder shall have the right to receive, for each Warrant Share that would have
      been issuable upon such exercise immediately prior to the occurrence of such
      Fundamental Transaction, the number of shares of Common Stock of the successor
      or acquiring corporation or of the Company, if it is the surviving corporation,
      and any additional consideration (the “Alternate
      Consideration”) receivable as a result of such merger, consolidation or
      disposition of assets by a holder of the number of shares of Common Stock for
      which this Warrant is exercisable immediately prior to such event. For purposes
      of any such exercise, the determination of the Exercise Price shall be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration.  If holders of Common Stock are given any choice as to
      the securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate Consideration
      it receives upon any exercise of this Warrant following such Fundamental
      Transaction.  To the extent necessary to effectuate the foregoing
      provisions, any successor to the Company or surviving entity in such Fundamental
      Transaction shall issue to the Holder a new warrant consistent with the
      foregoing provisions and evidencing the Holder’s right to exercise such warrant
      into Alternate Consideration. The terms of any agreement pursuant to which
      a
      Fundamental Transaction is effected shall include terms requiring any such
      successor or surviving entity to comply with the provisions of this Section
      3(e)
      and insuring that this Warrant (or any such replacement security) will be
      similarly adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction. Notwithstanding anything to the contrary, in the event of a
      Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3
      transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934,
      as amended, or (3) a Fundamental Transaction involving a person or entity not
      traded on a national securities exchange, the Nasdaq Global Select Market,
      the
      Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor
      entity shall pay at the Holder’s option, exercisable at any time concurrently
      with or within 30 days after the consummation of the Fundamental Transaction,
      an
      amount of cash equal to the value of this Warrant as determined in accordance
      with the Black Scholes Option Pricing Model obtained from the “OV” function on
      Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP
      of
      the Common Stock for the Trading Day immediately preceding the date of
      consummation of the applicable  Fundamental Transaction, (ii) a
      risk-free interest rate corresponding to the U.S. Treasury rate for a period
      equal to the remaining term of this Warrant as of the date of consummation
      of
      the applicable Fundamental Transaction and (iii) an expected volatility equal
      to
      the 100 day volatility obtained from the “HVT” function on Bloomberg L.P.
      determined as of the Trading Day immediately following the public announcement
      of the applicable Fundamental Transaction.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    f)
  Calculations.
      All
      calculations under this Section 3 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. For purposes of this Section
      3,
      the number of shares of Common Stock deemed to be issued and outstanding as
      of a
      given date shall be the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    g)
  Voluntary
      Adjustment By
      Company. The Company may at any time during the term of this Warrant
      reduce the then current Exercise Price to any amount and for any period of
      time
      deemed appropriate by the Board of Directors of the Company.

     

    h) 
        Notice
      to
      Holder.

     

    i.     
           Adjustment to Exercise
      Price. Whenever the Exercise Price is adjusted pursuant to any provision
      of this Section 3, the Company shall promptly mail to the Holder a notice
      setting forth the Exercise Price after such adjustment and setting forth a
      brief
      statement of the facts requiring such adjustment. If the Company enters into
      a
      Variable Rate Transaction (as defined in the Purchase Agreement), despite the
      prohibition thereon in the Purchase Agreement, the Company shall be deemed
      to
      have issued Common Stock or Common Stock Equivalents at the lowest possible
      conversion or exercise price at which such securities may be converted or
      exercised.

     

    ii.           Notice
      to Allow Exercise by
      Holder. If (A) the Company shall declare a dividend (or any other
      distribution in whatever form) on the Common Stock; (B) the Company shall
      declare a special nonrecurring cash dividend on or a redemption of the Common
      Stock; (C) the Company shall authorize the granting to all holders of the Common
      Stock rights or warrants to subscribe for or purchase any shares of capital
      stock of any class or of any rights; (D) the approval of any stockholders of
      the
      Company shall be required in connection with any reclassification of the Common
      Stock, any consolidation or merger to which the Company is a party, any sale
      or
      transfer of all or substantially all of the assets of the Company, of any
      compulsory share exchange whereby the Common Stock is converted into other
      securities, cash or property; (E) the Company shall authorize the voluntary
      or
      involuntary dissolution, liquidation or winding up of the affairs of the
      Company; then, in each case, the Company shall cause to be mailed to the Holder
      at its last address as it shall appear upon the Warrant Register of the Company,
      at least 15 calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x) the date on which a record is to
      be
      taken for the purpose of such dividend, distribution, redemption, rights or
      warrants, or if a record is not to be taken, the date as of which the holders
      of
      the Common Stock of record to be entitled to such dividend, distributions,
      redemption, rights or warrants are to be determined or (y) the date on which
      such reclassification, consolidation, merger, sale, transfer or share exchange
      is expected to become effective or close, and the date as of which it is
      expected that holders of the Common Stock of record shall be entitled to
      exchange their shares of the Common Stock for securities, cash or other property
      deliverable upon such reclassification, consolidation, merger, sale, transfer
      or
      share exchange; provided that the failure to mail such notice or any defect
      therein or in the mailing thereof shall not affect the validity of the corporate
      action required to be specified in such notice.  The Holder is
      entitled to exercise this Warrant during the period commencing on the date
      of
      such notice to the effective date of the event triggering such
      notice.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section
      4.    Transfer
      of
      Warrant.

     

    a)           Transferability.  Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase
      Agreement, this Warrant and all rights hereunder (including, without limitation,
      any registration rights) are transferable, in whole or in part, upon surrender
      of this Warrant at the principal office of the Company or its designated agent,
      together with a written assignment of this Warrant substantially in the form
      attached hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such
      transfer.  Upon such surrender and, if required, such payment, the
      Company shall execute and deliver a new Warrant or Warrants in the name of
      the
      assignee or assignees and in the denomination or denominations specified in
      such
      instrument of assignment, and shall issue to the assignor a new Warrant
      evidencing the portion of this Warrant not so assigned, and this Warrant shall
      promptly be cancelled.  A Warrant, if properly assigned, may be
      exercised by a new holder for the purchase of Warrant Shares without having
      a
      new Warrant issued.

     

    b)           New
      Warrants. This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by the Holder or its agent or attorney.  Subject to compliance
      with Section 4(a), as to any transfer which may be involved in such division
      or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice. All Warrants issued on transfers or exchanges shall be dated
      the original Issue Date and shall be identical with this Warrant except as
      to
      the number of Warrant Shares issuable pursuant thereto.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    c)           Warrant
      Register. The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Register”),
      in the name of the record Holder hereof from time to time.  The
      Company may deem and treat the registered Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or any distribution to
      the
      Holder, and for all other purposes, absent actual notice to the
      contrary.

     

    d)           Transfer
      Restrictions. If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall
      not be registered pursuant to an effective registration statement under the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer, that the Holder
      or transferee of this Warrant, as the case may be, comply with the provisions
      of
      Section 5.7 of the Purchase Agreement.

     

    Section
      5.    Miscellaneous.

     

    a)           No
      Rights as Shareholder
      Until Exercise.  This Warrant does not entitle the Holder to
      any voting rights or other rights as a shareholder of the Company prior to
      the
      exercise hereof as set forth in Section 2(e)(i).

     

    b)           Loss,
      Theft, Destruction or
      Mutilation of Warrant. The Company covenants that upon receipt by the
      Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant or any stock certificate relating
      to
      the Warrant Shares, and in case of loss, theft or destruction, of indemnity
      or
      security reasonably satisfactory to it (which, in the case of the Warrant,
      shall
      not include the posting of any bond), and upon surrender and cancellation of
      such Warrant or stock certificate, if mutilated, the Company will make and
      deliver a new Warrant or stock certificate of like tenor and dated as of such
      cancellation, in lieu of such Warrant or stock certificate.

     

    c)           Saturdays,
      Sundays,
      Holidays, etc.  If the last or appointed day for the taking of
      any action or the expiration of any right required or granted herein shall
      not
      be a Business Day, then such action may be taken or such right may be exercised
      on the next succeeding Business Day.

     

    d)           Authorized
      Shares.

     

    Subject
      to receipt of Authorized Share Approval, the Company covenants that during
      the
      period the Warrant is outstanding, it will reserve from its authorized and
      unissued Common Stock a sufficient number of shares to provide for the issuance
      of the Warrant Shares upon the exercise of any purchase rights under this
      Warrant.  The Company further covenants that its issuance of this
      Warrant shall constitute full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant.  The Company will take all such reasonable action
      as may be necessary to assure that such Warrant Shares may be issued as provided
      herein without violation of any applicable law or regulation, or of any
      requirements of the Trading Market upon which the Common Stock may be
      listed.  The Company covenants that all Warrant Shares which may be
      issued upon the exercise of the purchase rights represented by this Warrant
      will, upon exercise of the purchase rights represented by this Warrant, be
      duly
      authorized, validly issued, fully paid and nonassessable and free from all
      taxes, liens and charges created by the Company in respect of the issue thereof
      (other than taxes in respect of any transfer occurring contemporaneously with
      such issue).


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation 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 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 actions as may be necessary or
      appropriate to protect the rights of Holder as set forth in this Warrant against
      impairment.  Without limiting the generality of the foregoing, the
      Company will (a) not increase the par value of any Warrant Shares above the
      amount payable therefor upon such exercise immediately prior to such increase
      in
      par value, (b) take all such action as may be necessary or appropriate in order
      that the Company may validly and legally issue fully paid and nonassessable
      Warrant Shares upon the exercise of this Warrant, and (c) use commercially
      reasonable efforts to obtain all such authorizations, exemptions or consents
      from any public regulatory body having jurisdiction thereof as may be necessary
      to enable the Company to perform its obligations under this
      Warrant.

     

    Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    e)           Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be determined in accordance with the provisions of the
      Purchase Agreement.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    f)           Restrictions.  The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale imposed by state
      and federal securities laws.

     

    g)           Nonwaiver
      and
      Expenses.  No course of dealing or any delay or failure to
      exercise any right hereunder on the part of Holder shall operate as a waiver
      of
      such right or otherwise prejudice Holder’s rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the Termination
      Date.  If the Company willfully and knowingly fails to comply with any
      provision of this Warrant, which results in any material damages to the Holder,
      the Company shall pay to Holder such amounts as shall be sufficient to cover
      any
      costs and expenses including, but not limited to, reasonable attorneys’ fees,
      including those of appellate proceedings, incurred by Holder in collecting
      any
      amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
      or remedies hereunder.

     

    h)           Notices.  Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    i)           Limitation
      of
      Liability.  No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant to purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder, shall
      give rise to any liability of Holder for the purchase price of any Common Stock
      or as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

     

    j)           Remedies.  Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Warrant.  The Company agrees that monetary damages would
      not be adequate compensation for any loss incurred by reason of a breach by
      it
      of the provisions of this Warrant and hereby agrees to waive and not to assert
      the defense in any action for specific performance that a remedy at law would
      be
      adequate.

     

    k)           Successors
      and
      Assigns.  Subject to applicable securities laws, this Warrant
      and the rights and obligations evidenced hereby shall inure to the benefit
      of
      and be binding upon the successors of the Company and the successors and
      permitted assigns of Holder.  The provisions of this Warrant are
      intended to be for the benefit of all Holders from time to time of this Warrant
      and shall be enforceable by the Holder or holder of Warrant Shares.

     

    l)           Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with the
      written consent of the Company and the Holder.

     

    m)           Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Warrant shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions of
      this Warrant.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    n)           Headings.  The
      headings used in this Warrant are for the convenience of reference only and
      shall not, for any purpose, be deemed a part of this Warrant.

     

    


    ********************

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized as of the date first above
      indicated.

     

    


    
      
        	 	
                UVUMOBILE,
                  INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                 

              
	 	 	
                Name:  William
                  J. Loughman

              
	 	 	
                Title:  Chief
                  Executive Officer

              


      

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    NOTICE
      OF
      EXERCISE

    


    TO:           UVUMOBILE,
      INC.

    


    (1)           The
      undersigned hereby elects to purchase ________ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant (only if exercised in full),
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    (2)           Payment
      shall take the form of (check applicable box):

     

    o
      in lawful money of the
      United States; or

     

    o
      [if permitted] the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in subsection 2(c), to exercise this Warrant with
      respect to the maximum number of Warrant Shares purchasable pursuant to the
      cashless exercise procedure set forth in subsection 2(c).

     

    (3)           Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

     

    
      	
               

            	
               

            	 


    

    


    


    The
      Warrant Shares shall be delivered to the following DWAC Account Number or by
      physical delivery of a certificate to:

    


    
      	
               

            	
               

            	 
	 	 	 
	
               

            	
               

            	 
	 	 	 
	
               

            	
               

            	 


    

    


    (4)           Accredited
      Investor.  The undersigned is an “accredited investor” as
      defined in Regulation D promulgated under the Securities Act of 1933, as
      amended.

    


    [SIGNATURE
      OF HOLDER]

    


    
      	
              Name of Investing Entity:

            	
               

            


    

    
      	
              Signature of Authorized Signatory of Investing Entity:

            	
               

            


    

    
      	
              Name of Authorized Signatory:

            	
               

            


    

    
      	
              Title of Authorized Signatory:

            	
               

            


    

    
      	
              Date:

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ASSIGNMENT
        FORM

      


      (To
        assign the foregoing warrant, execute 

      this
        form
        and supply required information.  

      Do
        not
        use this form to exercise the warrant.)

       

      


      FOR
        VALUE
        RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and
        all
        rights evidenced thereby are hereby assigned to

       

      


      
        	
                 

              	
                 whose address is

              	 
	 	 	 
	
                 

              	 
	 	 	 
	 	 	 
	
                 

              	 


      

      


      
        	 	
                Dated:

              	
                 

              	
                ,

              	
                 

              	 


      

      


      
        	 	
                Holder’s Signature:

              	 	
                 

              	 
	 	 	 	 	 
	 	
                Holder’s Address:

              	 	
                 

              	 
	 	 	 	 	 
	 	 	 	
                 

              	 


      

      


      


      
        
          	
                  Signature Guaranteed: 

                	
                   

                	 


        



      


      NOTE:  The
        signature to this Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatsoever, and must be guaranteed by a bank or trust
        company.  Officers of corporations and those acting in a fiduciary or
        other representative capacity should file proper evidence of authority to
        assign
        the foregoing Warrant.