Form of Series E Warrant



 Exhibit 4.1 
 THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED OR (II) THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 
 THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER [    ], 2009 (the “EXPIRATION DATE”).

 No. E-[        ] 
 CATCHER HOLDINGS, INC. 
 WARRANT TO PURCHASE
[            ] SHARES OF 
 COMMON STOCK, PAR VALUE $0.001 PER SHARE

 For VALUE RECEIVED, [                    ]
(“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Catcher Holdings, Inc., a Delaware corporation (the “Company”), at any time not later than 5:00 P.M., Eastern time, on the Expiration
Date (as defined above), at an exercise price per share equal to $2.50 (the exercise price in effect being herein called the “Warrant Price”), [            ] shares
(“Warrant Shares) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). The Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as
described herein. 
 Section 1. Registration. The Company shall maintain books for the transfer and registration of the Warrant. Upon
the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder. 
 Section 2.
Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration. Subject to
such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for
transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of the Warrantholder’s counsel to the effect that such transfer is exempt from the registration requirements of
the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company. 
 Section 3. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise the Warrant in whole or in part at any time prior
to its expiration upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds for
the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as
it may designate by notice to the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designees, as the record owner of such shares, as of the 








 
close of business on the date on which this Warrant shall have been surrendered (or evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the Warrantholder within reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be
requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the number of shares with respect to which the Warrant shall not then have been exercised. As used herein,
“business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. 
 Section 4. Warrantholder Representations and Warranties. 
 (a) The Warrantholder
represents that the Warrantholder is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act and that the Warrantholder is able to bear the economic risk
of an investment in the Warrants and the Common Stock. 
 (b) The Warrantholder understands that the Warrants have not been
registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Warrantholder’s investment intention. In this connection, the Warrantholder hereby represents that
the Warrantholder is purchasing the Warrants for the Warrantholder’s own account for investment and not with a view toward the resale or distribution to others. The Warrantholder, if an entity, further represents that it was not formed for the
purpose of purchasing the Warrants and the Common Stock. 
 (c) The Warrantholder consents to the placement of a legend on any
certificate or other document evidencing the securities that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability
and sale thereof contained in this Agreement. The Warrantholder is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each
certificate shall be in form substantially similar to the legend set forth on the first page of this Warrant. 
 Section 5. Payment of
Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may
be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has
been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due. 
 Section
6. Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for
the Warrant lost, stolen or 

  

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destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company. 
 Section 7. Reservation of Common Stock. The Company hereby covenants that there will be reserved, and the Company shall at all applicable times
thereafter keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of
Common Stock of the Company. 
 Section 8. Adjustments. Subject and pursuant to the provisions of this Section 8, unless waived
in a particular case by the Warrantholder, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. 
 (a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its
Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its
outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is continuing the corporation), then the number of Warrant Shares purchasable
upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled
to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of the Warrant Price. Such adjustments shall be made
successively whenever any event listed above shall occur. 
 (b) If the Company shall, at any time or from time to time while
this Warrant is outstanding, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock), or
sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in lieu of common stock of the successor or acquiring corporation
(“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such transaction or event, the Warrantholder shall have the right thereafter to receive,
instead of the Warrant Shares, at the sole option of the Warrantholder, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Warrantholder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to
such event. The foregoing provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 
  

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 (c) Anything herein to the contrary notwithstanding, the Company shall not be required to
make any adjustment to the Warrant Price in the case of the issuance of (A) capital stock, options or convertible securities issued to directors, officers, employees or consultants of the Company in connection with their service as directors of
the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program approved by the Board of Directors of the Company or the compensation committee of the Board of Directors of the
Company, (B) shares of the Common Stock issued upon the conversion or exercise of options or convertible securities issued prior to the date hereof, (C) shares of Common Stock issued or issuable by reason of a dividend, stock split or
other distribution on shares of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the Warrant Price pursuant to the other provisions of this Warrant). 
 Section 9. Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant. If any
fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an
amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise. 
 Section 10. Benefits.
Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive
benefit of the Company and the Warrantholder. 
 Section 11. Notices to Warrantholder. Upon the happening of any event requiring an
adjustment of the Warrant Price or number of Warrant Shares subject to this Warrant, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant
Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject adjustment. 
  

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 Section 12. Notices. Unless otherwise provided, any notice required or permitted under this
Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such
notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after
such notice is deposited in first class mail, postage prepaid, (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier and (v) if given by
electronic mail with no notice of delivery failure, then such notice shall be deemed given upon the date of delivery. All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company’s books and
records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:  
 If to the Company: 
 Catcher Holdings, Inc. 
 39526 Charlestown Pike 
 Hamilton, VA 20158 
 Attn: Debra Hoopes 
 Fax: (540) 882-4991 
 Email: dhoopes@catcherinc.com 
 With a copy to: 
 Morrison & Foerster LLP 
 12531 High Bluff Drive, Suite 100 
 San Diego, CA 92130 
 Attn: Jeremy D. Glaser 
 Fax: (858) 523-2822 
 Email: jglaser@mofo.com 
 Section 13. Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder. 
 Section 14.
Governing Law; Consent to Jurisdiction; Waiver of Jury by Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without reference to the choice of law provisions thereof. The
Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware located in the County of New Castle for the purpose of any suit, action or proceeding
contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company
and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court 

  

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has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 
 Section 15. No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant. 
 Section 16. Amendment; Waiver. This Warrant is one of a class of Warrants of like tenor issued by the Company and initially covering an aggregate
of 2,382,611 shares of Common Stock (collectively the “Series E Warrants”). Any term of this Warrant may be amended or waived upon the written consent of the Company and the holders of the Series E Warrants representing at least 50% of the
number of shares of Common Stock then subject to all outstanding Series E Warrants (the “Majority Holders”); provided, that (x) any such amendment or waiver must apply to all Series E Warrants of the same tenor; and
(y) the number of Warrant Shares subject to this Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Warrantholder.

 Section 17. Section Headings. The section headings in this Warrant are for the convenience of the Company and the Warrantholder and
in no way alter, modify, amend, limit or restrict the provisions hereof. 
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the
[    ] day of November, 2006. 
  

			
	CATCHER HOLDINGS, INC.
		
	By:	 	  
	Name:	 	Debra Hoopes
	Title:	 	Chief Financial Officer


  

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 APPENDIX A 
 CATCHER HOLDINGS, INC. 
 WARRANT EXERCISE FORM 
  

	To:	Catcher Holdings, Inc.: 

 The undersigned hereby
irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant,
                     shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows: 
 ____________________________________ 
 Name 
 ____________________________________

 ____________________________________ 
 Address 
 ____________________________________ 
 Federal Tax ID or Social Security No. 
 and delivered by (certified mail to the above address, or
electronically (provide DWAC Instructions:
                                        ),
or (other (specify):
                                        ),
and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the
undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below. 
 Dated:                     ,      
 Note: The signature must correspond with the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has
been assigned. 
  

			
		
	Warrant Signature:	 	  
		
	Name (please print):  	 	  
		
		 	  
		
		 	  
		 	Address
		
		 	  
		 	Federal Identification or
Social Security No.


  

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