Unassociated Document


    EXHIBIT
      4.10

    


    THIS
      WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF REGISTRATION STATEMENT IN THE EFFECT WITH RESPECT
      TO THE SECURITIES OF DELIVERY TO THE COMPANY OF AN OPINION OF COUSEL IN FORM
      AND
      SUBSTANCE SATISFACTORY THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
      OR
      HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE
      WITH RULE 144 UNDER THE ACT.

    


    THIS
      WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN AGREEMENT,
      BETWEEN THE COMPANY AND THE HOLDER, DATED June 23, 2008.

    


    WARRANT
      TO PURCHASE COMMON STOCK

    


    OF
      

    


    SINGLE
      TOUCH INTERACTIVE, INC.


    


    Date
      of
      Issuance: June 23, 2008

    


    Single
      Touch Interactive, Inc., a Nevada corporation (“the Company”), hereby certifies
      that for value
      received                                           
 (including
      any successors and assigns, “Holder”), is entitled, subject to the terms set
      forth below, to purchase from the Company (including any corporation which
      shall
      succeed to or assume the obligations of the Company hereunder) at any time
      or
      from time to time before 5:00 PM Pacific time, on June 22, 2011 (the “Expiration
      Date”)            
    
                                                                  
 (      
                                
)
      fully
      paid and nonassessable shares of Common Stock of the Company; the purchase
      price
      per share of such Common Stock upon exercise of this Warrant shall be
      eighty-eight cents ($.88) (the “Purchase Price”), subject to the adjustment as
      provided herein. This Warrant is issued pursuant to a Note by and between the
      Company and Holder; and Board Resolution dated as of the date
      hereof.

    


    1. Initial
      Exercise Date; Expiration.
      This
      Warrant may be exercised by the Holder at any time or from time to time before
      5:00 PM, Pacific Time, on June 22, 2011 (the “Exercise Period”).

    


    2. Exercise
      of Warrant; Partial Exercise.
      This
      Warrant may be exercised in full or in part by the Holder by surrender of this
      Warrant, together with the form of subscription letter attached hereto as
      Schedule 1, duly executed by the Holder to the Company at its principal office,
      accompanied by payment, in cash or by certified or official bank check payable
      to the order of the Company, of the Purchase Price of the shares of Common
      Stock
      to the purchased hereunder. For any partial exercise hereof, the Holder shall
      designate in the subscription letter delivered to the Company the number of
      shares of Common Stock that it wishes to purchase. On any such partial exercise,
      the Company at its expense shall forthwith issue and deliver to the Holder
      a new
      warrant of like tenor, in the name of the Holder, which shall be exercisable
      for
      such number of shares of Common Stock represented by this Warrant which have
      not
      been purchased upon such exercise.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    3. When
      Exercise Effective.
      The
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the business day on which this Warrant is
      surrendered to the Company together with the subscription letter and Purchase
      Price as provided in Section 2.

    


    4. Delivery
      on Exercise.
      As soon
      as practicable after the exercise of this Warrant in full or in part, the
      Company will cause to be issued in the name of and delivered to the Holder,
      or
      as the Holder may direct, a certificate or certificates for the number of fully
      paid and nonassessable full shares of Common Stock to which the Holder shall
      be
      entitled on such exercise.

    


    5. Adjustments
      to Conversion Price. The
      number and kind of shares of Common Stock (or any shares of stock or other
      securities which may be) issuable upon the exercise of this Warrant and the
      Purchase Price shall be subject to adjustment from time to time upon happening
      of certain events, as follows:

    


    5.1 Dividends,
      Distributions, Stock Splits or Combinations.
      If the
      Company shall at any time or from time to time after the date hereof (a) make
      or
      issue, or fix a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in additional
      shares of common or preferred stock (as the case my be), (b) subdivide its
      outstanding shares of Common Stock into a larger number of shares of Common
      Stock or (c) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock, then and in each such event the Purchase
      Price
      then in effect and the number of shares issuable upon exercise of the Warrant
      shall be appropriately adjusted.

    


    5.2 Reclassification
      or Reorganization.
      If the
      Common Stock (or any shares of stock or other securities which may be) issuable
      upon the exercise of this Warrant shall be changed into the same or different
      number of shares of any class or classes of stock, whether by capital
      reorganization, reclassification or otherwise (other than subdivision or
      combination of shares or stock dividend provided for in Section 5.1 above,
      or a
      reorganization, merger, consolidation or sale of assets provided for in Section
      5.3 below, then and in each event the Holder shall be entitled to receive upon
      the exercise of the Warrant the kind and amount of shares of stock and other
      securities and property receivable upon such reorganization, reclassification
      or
      other change, to which a holder of the number of shares of Common Stock (or
      any
      shares of stock or other securities which may be) issuable upon the exercise
      of
      this Warrant would have received if this Warrant had been exercised immediately
      prior to such reorganization, reclassification or other change, subject to
      further adjustments as provided herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.3 Merger,
      Consolidation or sale of Assets.
      If at
      any time or from time to time there shall be a capital reorganization of the
      common Stock (other than a subdivision, merger or consolidation of the Company
      with or into another corporation, or the sale of all or substantially all of
      the
      Company’s assets and properties to any other person or entity (collectively, a
“Sale Transaction”), then as a part of such Sale Transaction, provision shall be
      made so that the Holder shall thereafter be entitled to receive upon the
      exercise of this Warrant, the number of shares of stock or other securities
      or
      property of the Company, or of the successor corporation resulting from such
      Sale Transaction, to which a holder of the number of shares of common Stock
      (or
      any shares of stock or other securities which may be) issuable upon the exercise
      of this Warrant would have received if this Warrant had been exercised
      immediately prior to such Sale Transaction. Notwithstanding the foregoing,
      in
      the event the acquiring entity in a Sale Transaction does not agree to assume
      this Warrant, then this Warrant shall expire immediately prior to such Sale
      Transaction. The Company shall notify the Holder of a Sale Transaction at least
      ten (10) days prior to the closing of such Sale Transaction, and if the Company
      fails to deliver such written notice, then notwithstanding anything to the
      contrary in this Warrant, this Warrant shall not expire until the Company
      complies with such notice provisions. If such closing does not take place,
      the
      Company shall promptly notify the Holder that such proposed transaction has
      been
      terminated, and the Holder may rescind any exercise of its purchase rights
      promptly after such notice of termination if the exercise of the Warrant
      occurred after the Company notified the Holder of the Sale
      Transaction.

    


    5.4 Notice
      of Adjustments and Record Dates.
      The
      company shall promptly notify the holder in writing of each adjustment or
      readjustment of the Purchase Price and the number of shares of Common Stock
      (or
      any shares of stock or other securities which may be) issuable upon the exercise
      of the Warrant. Such notice shall state the adjustment or readjustment and
      show
      in reasonable detail the facts on which that adjustment or readjustment is
      based. In the event of any taking by the Company of a record of the holders
      of
      Common Stock for the purpose of determining the holders thereof who are entitled
      to receive any dividend or other distribution, the Company shall notify Holder
      in writing of such record date at least ten (10) days prior to the date
      specified therein.

    


    5.5 When
      Adjustments To Be Made.
      All
      calculations under this Section 5.5 shall be made to the nearest cent. For
      the
      purpose of any adjustment, any specified event shall be deemed to have occurred
      at the close of business on the date of its occurrence.

    


    5.6 Certain
      Other Events.
      If any
      change in the outstanding Common Stock of the Company or any other event occurs
      as to which the provisions of this Section 5 are not strictly applicable or
      if
      strictly applicable would not fairly protect the purchase rights of the Holder
      of the Warrant in accordance with such provision, then the Board of Directors
      of
      the Company shall make an adjustment in the number and class of shares available
      under the rights as aforesaid. The adjustment shall be such as will give the
      Holder of the Warrant upon exercise for the same aggregate Purchase Price the
      total number, class and kind of shares as the Holder would have owned had the
      Warrant been exercised prior to the event and had the Holder continued to hold
      such shares until after the event requiring adjustment.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6. Replacement
      of Warrants.
      On
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Warrant and, in the case of
      any
      such loss, theft or destruction of this Warrant, on delivery of any indemnity
      agreement reasonably satisfactory in form and amount to the company or, in
      the
      case of any such mutilation, on surrender and cancellation of such Warrant
      the
      Company at its expense will execute and deliver to the Holder, in lieu thereof,
      a new Warrant of like tenor.

    


    7. No
      Rights or Liability as a Shareholder.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company. No provisions hereof, in the absence of affirmative
      action by the Holder to purchase common Stock, and no enumeration herein of
      the
      rights or privileges of the Holder, shall give rise to any liability of the
      Holder as a shareholder of the Company.

    


    8. Market
      Standoff.
      If
      requested by the Company and an underwriter of common stock of the Company,
      the
      Holder shall not, without the consent of such underwriter, sell or otherwise
      transfer or dispose of any Common Stock (or other securities) of the Company
      held by such Holder (other than those included in the registration) for a period
      specified by the underwriters not to exceed on hundred eighty (180) days
      (“Restricted Period”) following the effective date of the initial registration
      statement of the Company filed under the Securities Act of 1933, as amended.
      The
      Company may impose stop-transfer instructions with respect to the shares (or
      securities) subject to the foregoing restriction until the end of the Restricted
      Period.

    


    
      
        9.
          Miscellaneous.

      

    

    


    Transfer
      of Warrant. 
      This Warrant is not transferable or assignable by Holder without the written
      consent of the Company that can be withheld at its sole discretion, and is
      further subject to the requirement (i) that any such assignment or transfer
      be,
      in the reasonable opinion of the Company’s counsel, in full compliance with
      applicable state and federal securities laws.  All covenants, agreements
      and undertakings in the Warrant by or on behalf of any of the parties shall
      bind
      and inure to the benefit of the respective successors and assigns of the parties
      whether so expressed or not.

    


    Amendments
      and Waivers.
      Any term
      of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or on a particular instance and either
      retroactively or prospectively), only with the written consent of the company
      and the Holder.

    


    Governing
      Law.
      This
      Warrant shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Nevada.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      Single
      Touch Interactive, Inc. caused this Warrant to be executed by its officer
      thereunto duly authorized.

    


    Dated:
      ____________

    


    
      	
              Single
                Touch Interactive, Inc.

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Anthony
                G. Macaluso

            	 
	
              Its:

            	
              Chief
                Executive Officer

            	 


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    


    FORM
      OF SUBSCRIPTION

    


    (To
      be
      signed only on exercise of Warrant)

    


    To: 
      Single
      Touch Interactive, Inc.

    


    The
      undersigned, the holder of the Warrant attached hereto, hereby irrevocably
      elects to exercise the purchase rights represented by such Warrant for, and
      to
      purchase
      thereunder,                                    
 shares
      of
      common stock of Single Touch Interactive, Inc., and herewith makes payment
      of
$                                therefore
      (by delivery of a check for $                              
       in
      cash) (by delivery of $                             
       in
      cash by wire transfer to an account designated by Single Touch Interactive,
      Inc.) 

    


    The
      undersigned requests that he certificates for such shares be issued in the
      name
      of, and delivered
      to                                                    
,
      whose
      address
      is                                                                                     
.

    


    
      	 
	
              (Signature
                must conform in all respects to the name of the Holder as specified
                on the
                face of the Warrant unless the Warrant has been transferred in accordance
                with Section 9.1 thereof.)

            
	 
	 
	
              Print
                Name

            
	 
	 
	
              Address

            


    

    


    Dated:                           
      

    


    
      
        
        

      

      
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