Unassociated Document


    Exhibit
      10.2


    THE
      WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN
      AND
      SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES
      HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
      AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED
      DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT
      UNDER
      SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS
      RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
      TO
      THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT
      AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.

     

    AFTERSOFT
      GROUP, INC.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    Original
      Issue Date: June __, 2007

    Void
      After: 11:59 P.M., June __, 2013


     

    This
      Warrant is Issued to

    [________]

     

    (hereinafter
      called the “Holder,”
which
      term shall include the Holder’s legal representatives, heirs, successors and
      assigns) by Aftersoft Group, Inc., a Delaware corporation (hereinafter referred
      to as the “Company”).
      This
      Warrant may be transferred by the Holder only in accordance with the provisions
      of Section 12.

     

    1. Exercise
      of Warrant.
      For
      value received and subject to the terms and conditions hereinafter set forth,
      the Holder is entitled, upon surrender of this Warrant at any time on or after
      June _, 2007 and on or prior to June __, 2013 (the “Exercise
      Date”)
      (with
      the subscription form annexed hereto (the “Subscription
      Form”)
      duly
      executed) at the office of the Company c/o Gersten Savage LLP, 600 Lexington
      Avenue, 9th
      Floor,
      New York, New York 10022, or such other office in the United States of which
      the
      Company shall notify the Holder hereof in writing, to purchase from the Company,
      at the purchase price hereinafter specified (as adjusted from time to time,
      the
“Exercise
      Price”),
      _________ shares (the “Warrant
      Shares”)
      (as
      adjusted from time to time) of the Common Stock, $0.001 par value per share,
      of
      the Company (the “Common
      Stock”).
      The
      initial Exercise Price shall be $1.00 per share.

     

    2. Issuance
      of Stock Certificates.
      As
      promptly as practicable after surrender of this Warrant and receipt of payment
      of the Exercise Price, the Company shall issue and deliver to the Holder a
      certificate or certificates for the shares purchased hereunder, in certificates
      of such denominations and in such names as the Holder may specify.

     

    3. Payment
      of Exercise Price.
      Payment
      of the Exercise Price shall be made by check made payable to the order of the
      Company or wire transfer of immediately available funds to a bank account
      designated by the Company. 

     

    4. Cashless
      Exercise.
      The
      Holder may notify the Company in a Subscription Form of its election to utilize
      cashless exercise, in which event the Company shall issue to the Holder the
      number of Warrant Shares determined as follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    X
      = Y
      [(A-B)/A]

     

    where:

     

    X
      = the
      number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      volume weighted average of the closing prices for the five trading days
      immediately prior to (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued.

    


    5. Limitation
      on Exercise.
      Notwithstanding anything to the contrary contained herein, the number of Warrant
      Shares that may be acquired by the Holder upon any exercise of this Warrant
      (or
      otherwise in respect hereof) shall be limited to the extent necessary to insure
      that, following such exercise (or other issuance), the total number of shares
      of
      Common Stock then beneficially owned by such Holder and its affiliates and
      any
      other persons whose beneficial ownership of Common Stock would be aggregated
      with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not
      exceed 4.999% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      exercise). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder.

     

    6. Adjustment
      for Dividends, Distributions, Subdivisions, Combinations, Mergers,
      Consolidations or Sale of Assets.

     

    6.1 Manner
      of Adjustment.

     

    (a) Stock
      Dividends, Distributions or Subdivisions.
      In the
      event the Company shall issue shares of Common Stock in a stock dividend, stock
      distribution or subdivision, the Exercise Price in effect immediately before
      such stock dividend, stock distribution or subdivision shall, concurrently
      with
      the effectiveness of such stock dividend, stock distribution or subdivision,
      be
      proportionately decreased and the number of shares of Common Stock purchasable
      by exercise of this Warrant shall be proportionately increased.

     

    (b) Combinations
      or Consolidations.
      In the
      event the outstanding shares of Common Stock shall be combined or consolidated,
      by reclassification or otherwise, into a lesser number of shares of Common
      Stock, the Exercise Price in effect immediately prior to such combination or
      consolidation shall, concurrently with the effectiveness of such combination
      or
      consolidation, be proportionately increased and the number of shares of Common
      Stock purchasable by exercise of this Warrant shall be proportionately
      decreased.

     

    (c) Adjustment
      for Reclassification, Exchange or Substitution.
      In the
      event that the class of securities issuable upon the exercise of this Warrant
      shall be changed into the same or a different number of shares of any class
      or
      classes of stock, whether by capital reorganization, reclassification or
      otherwise (other than any event addressed by Sections 6.1(a), 6.1(b) or
      6.1(d)), then and in each such event the Holder shall have the right thereafter
      to exercise this Warrant for the kind and amount of shares of stock and other
      securities and property receivable upon such reorganization, reclassification,
      or other change, by holders of the number of shares of the class of securities
      into which such Warrant might have been exercisable for immediately prior to
      such reorganization, reclassification, or change, all subject to further
      adjustment as provided herein.

     

    
      
         

      

      
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    (d) Adjustment
      for Merger, Consolidation or Sale of Assets.
      In the
      event that the Company shall merge or consolidate with or into another entity
      or
      sell all or substantially all of its assets, this Warrant shall thereafter
      be
      exercisable for the kind and amount of shares of stock or other securities
      or
      property to which a holder of the number of shares of Common Stock of the
      Company deliverable upon exercise of this Warrant would have been entitled
      upon
      such consolidation, merger or sale; and, in such case, appropriate adjustment
      (as determined in good faith by the Company’s Board of Directors) shall be made
      in the application of the provisions set forth in this Section 6 with
      respect to the rights and interest thereafter of the Holder of this Warrant,
      to
      the end that the provisions set forth in this Section 6 shall thereafter be
      applicable, as nearly as reasonably may be, in relation to any shares of stock
      or other property thereafter deliverable upon the exercise of this
      Warrant.

     

    6.2 Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Exercise Price pursuant
      to this Section 6, the Company at its expense shall promptly compute such
      adjustment or readjustment in accordance with the terms hereof and furnish
      to
      the Holder a certificate setting forth such adjustment or readjustment and
      showing in detail the facts upon which such adjustment or readjustment is based.
      

     

    6.3 Closing
      of Books.
      The
      Company shall at no time close its transfer books against the transfer of any
      shares of Common Stock issued or issuable upon the exercise of this Warrant
      in
      any manner which interferes with the timely and proper issuance of such
      shares.

     

    7. Covenants
      of the Company.
      During
      the period within which the rights represented by this Warrant may be exercised,
      the Company shall at all times have authorized and reserved for the purpose
      of
      issue upon exercise of the rights evidenced hereby, a sufficient number of
      shares of the class of securities issuable upon exercise of this Warrant to
      provide for the exercise of such rights. All securities which may be issued
      upon
      the exercise of the rights represented by this Warrant shall, upon issuance,
      be
      duly authorized, validly issued, fully paid and non-assessable and free from
      all
      taxes, liens and charges with respect to the issue thereof. Upon surrender
      for
      exercise, this Warrant shall be canceled and shall not be reissued; provided,
      however,
      that
      upon the partial exercise hereof a substitute Warrant of like tenor and date
      representing the rights to subscribe for and purchase any such unexercised
      portion hereof shall be issued.

     

    8. No
      Rights as Shareholder Until Exercise.
      This
      Warrant shall not entitle the Holder to any voting rights or any other rights
      as
      a stockholder of the Company but upon presentation of this Warrant with the
      Subscription Form duly executed and the tender of payment of the Exercise Price
      at the office of the Company pursuant to the provisions of this Warrant, the
      Holder shall forthwith be deemed a stockholder of the Company in respect of
      the
      securities for which the Holder has so subscribed and paid.

     

    9. No
      Change Necessary.
      The
      form of this Warrant need not be changed because of any adjustment in the
      Exercise Price or in the number of shares issuable upon its exercise. A Warrant
      issued after any adjustment or any partial exercise or upon replacement may
      continue to express the same Exercise Price and the same number of shares
      (appropriately reduced in the case of partial exercise) as are stated on this
      Warrant as initially issued, and that Exercise Price and that number of shares
      shall be considered to have been so changed as of the close of business on
      the
      date of adjustment.


    
      
         

      

      
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    10. Addresses
      for Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, either delivered in hand or mailed by registered or certified mail,
      return receipt requested, or sent by facsimile, and shall be deemed to have
      been
      duly made when delivered:

     

    If
      to the
      Holder, to the Holder’s address as shown on the books of the Company;
      or

     

    If
      to the
      Company, to the address set forth on the first page of this
      Warrant.

     

    11. Substitution.
      In the
      case this Warrant shall be mutilated, lost, stolen or destroyed, the Company
      shall issue a new Warrant of like tenor and denomination and deliver the same
      (a) in exchange and substitution for and upon surrender and cancellation of
      any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen or
      destroyed, upon receipt of evidence satisfactory to the Company of the loss,
      theft, or destruction of such Warrant (including, without limitation, a
      reasonably detailed affidavit with respect to the circumstances of any loss,
      theft or destruction), and of indemnity (or, in the case of the initial Holder
      or any other institutional holder, an indemnity agreement) satisfactory to
      the
      Company.

     

    12. Transfer
      Restrictions.
      This
      Warrant shall be freely transferable by the Holder, and may be assigned, pledged
      or hypothecated in any way (whether by operation of law or
      otherwise).

     

    13. Taxes.
      The
      Company makes no representation about tax treatment to the Holder with respect
      to receipt or exercise of the Warrant or acquiring, holding or disposing of
      the
      Common Stock, and the Holder represents that the Holder has had the opportunity
      to discuss such treatment with the Holder’s tax advisers. 

     

    14. Remedies.
      Each
      party stipulates that the remedies at law in the event of any default or
      threatened default by the other party in the performance or compliance with
      any
      of the terms of this Warrant are and shall not be adequate, and that such terms
      may be specifically enforced by a decree for that specific performance of any
      agreement contained herein or by an injunction against a violation of any of
      the
      terms hereof or otherwise.

     

    15. Governing
      Law.
      This
      Warrant shall be construed and enforced in accordance with, and governed by,
      the
      laws of the State of New York without regard to its principles of conflicts
      of
      laws.

     

    16. Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the Holder and the
      Company.

    


     

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    *
      *
      *

     

    IN
      WITNESS WHEREOF, the parties have caused this Warrant to be executed this __
      day
      of June, 2007.

     

    
      	 	
              AFTERSOFT
                GROUP, INC.

            
	 	 
	 	 
	 	
              By:
                ____________________________

            
	 	
              Name:
                __________________________

            
	 	
              Title:
                ___________________________

            


    

    


    
      
         

      

      
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