rim_8k-ex0402.htm


    EXHIBIT
      4.2

    


    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
      THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
      OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
      ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
      ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	 	
              Right
                to Purchase ____________ shares of Common Stock of Rim Semiconductor
                Company (subject to adjustment as provided
                herein)

            


    

    


    CLASS
      A COMMON STOCK PURCHASE WARRANT

     

    
      	No. 2007-A-001 	
               Issue
                Date: December 5, 2007

            


    

     

    RIM
      SEMICONDUCTOR COMPANY, a corporation organized under the laws of the State
      of
      Utah (the “Company”), hereby certifies that, for value received,
      __________________________,
      _____________________________________________________________, or its assigns
      (the “Holder”), is entitled, subject to the terms set forth below, to purchase
      from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on
      the
      fifth anniversary of the Issue Date (the “Expiration Date”), up to ____________
      fully paid and nonassessable shares of Common Stock at a per share purchase
      price of $0.10.  The aforedescribed purchase price per share, as
      adjusted from time to time as herein provided, is referred to herein as the
      “Purchase Price.”  The number and character of such shares of Common
      Stock and the Purchase Price are subject to adjustment as provided
      herein.  The Company may reduce the Purchase Price for some or all of
      the Warrants, temporarily or permanently.  Capitalized terms used and
      not otherwise defined herein shall have the meanings set forth in that certain
      Subscription Agreement (the “Subscription Agreement”), dated as of December 5,
      2007, entered into by the Company and the Holder.

    


    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a)           The
      term “Company” shall include Rim Semiconductor Company and any corporation which
      shall succeed or assume the obligations of Rim Semiconductor Company
      hereunder.

     

    (b)           The
      term “Common Stock” includes (a) the Company’s Common Stock, $0.001 par
      value per share, as authorized on the date of the Subscription Agreement, and
      (b) any other securities into which or for which any of the securities described
      in (a) may be converted or exchanged pursuant to a plan of
      recapitalization, reorganization, merger, sale of assets or
      otherwise.

    


    
      
        
          
          

        

        
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    (c)           The
      term “Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 or otherwise.

     

    (d)           The
      term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this
      Warrant.

     

    1.           Exercise
      of Warrant.

     

    1.1.           Number
      of Shares Issuable upon Exercise.  From and after the Issue Date
      through and including the Expiration Date, the Holder hereof shall be entitled
      to receive, upon exercise of this Warrant in whole in accordance with the terms
      of subsection 1.2, or upon exercise of this Warrant in part in accordance
      with subsection 1.3, shares of Common Stock of the Company, subject to
      adjustment pursuant to Section 4.

     

    1.2.           Full
      Exercise.  This Warrant may be exercised in full by the Holder
      hereof by delivery of an original or facsimile copy of the form of subscription
      attached as Exhibit A hereto (the “Subscription Form”) duly executed by
      such Holder and delivery within two days thereafter of payment, in cash, wire
      transfer or by certified or official bank check payable to the order of the
      Company, in the amount obtained by multiplying the number of shares of Common
      Stock for which this Warrant is then exercisable by the Purchase Price then
      in
      effect.  The original Warrant is not required to be surrendered to the
      Company until it has been fully exercised.

     

    1.3.           Partial
      Exercise.  This Warrant may be exercised in part (but not for a
      fractional share) by delivery of a Subscription Form in the manner and at the
      place provided in subsection 1.2 except that the amount payable by the
      Holder on such partial exercise shall be the amount obtained by multiplying
      (a) the number of whole shares of Common Stock designated by the Holder in
      the Subscription Form by (b) the Purchase Price then in
      effect.  On any such partial exercise provided the Holder has
      surrendered the original Warrant, the Company, at its expense, will forthwith
      issue and deliver to or upon the order of the Holder hereof a new Warrant of
      like tenor, in the name of the Holder hereof or as such Holder (upon payment
      by
      such Holder of any applicable transfer taxes) may request, the whole number
      of shares of Common Stock for which such Warrant may still be exercised for
      the
      balance of.

     

    1.4.           Fair
      Market Value. Fair Market Value of a share of Common Stock as of a
      particular date (the “Determination Date”) shall mean:

     

    (a)           If
      the Company’s Common Stock is traded on an exchange or is quoted on the NASDAQ
      Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the
      New
      York Stock Exchange or the American Stock Exchange, LLC, then the closing or
      last sale price, respectively, reported for the last business day immediately
      preceding the Determination Date;

     

    (b)           If
      the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global
      Market, the NASDAQ Capital Market or the American Stock Exchange, Inc., but
      is
      traded in the over-the-counter market, then the average of the closing bid
      and
      ask prices reported for the last business day immediately preceding the
      Determination Date;

     

    (c)           Except
      as provided in clause (d) below, if the Company’s Common Stock is not
      publicly traded, then as the Holder and the Company agree, or in the absence
      of
      such an agreement, by arbitration in accordance with the rules then standing
      of
      the American Arbitration Association, before a single arbitrator to be chosen
      from a panel of persons qualified by education and training to pass on the
      matter to be decided; or

    


    
      
        
          
          

        

        
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    (d)           If
      the Determination Date is the date of a liquidation, dissolution or winding
      up,
      or any event deemed to be a liquidation, dissolution or winding up pursuant
      to
      the Company’s charter, then all amounts to be payable per share to holders of
      the Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.

     

    1.5.           Company
      Acknowledgment.  The Company will, at the time of the exercise of
      the Warrant, upon the request of the Holder hereof acknowledge in writing its
      continuing obligation to afford to such Holder any rights to which such Holder
      shall continue to be entitled after such exercise in accordance with the
      provisions of this Warrant. If the Holder shall fail to make any such request,
      such failure shall not affect the continuing obligation of the Company to afford
      to such Holder any such rights.

     

    1.6.           Trustee
      for Warrant Holders.  In the event that a bank or trust company
      shall have been appointed as trustee for the Holder of the Warrants pursuant
      to
      Subsection 3.2, such bank or trust company shall have all the powers and
      duties of a warrant agent (as hereinafter described) and shall accept, in its
      own name for the account of the Company or such successor person as may be
      entitled thereto, all amounts otherwise payable to the Company or such
      successor, as the case may be, on exercise of this Warrant pursuant to this
      Section 1.

     

    1.7           Delivery
      of Stock Certificates, etc. on Exercise.  The Company agrees
      that the shares of Common Stock purchased upon exercise of this Warrant shall
      be
      deemed to be issued to the Holder hereof as the record owner of such shares
      as
      of the close of business on the date on which delivery of a Subscription Form
      shall have occurred and payment made for such shares as aforesaid. As soon
      as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) business days thereafter (“Warrant Share Delivery Date”),
      the Company at its expense (including the payment by it of any applicable issue
      taxes) will cause to be issued in the name of and delivered to the Holder
      hereof, or as such Holder (upon payment by such Holder of any applicable
      transfer taxes) may direct in compliance with applicable securities laws, a
      certificate or certificates for the number of duly and validly issued, fully
      paid and non-assessable shares of Common Stock (or Other Securities) to which
      such Holder shall be entitled on such exercise, plus, in lieu of any fractional
      share to which such Holder would otherwise be entitled, cash equal to such
      fraction multiplied by the then Fair Market Value of one full share of Common
      Stock, together with any other stock or other securities and property
      (including cash, where applicable) to which such Holder is entitled upon such
      exercise pursuant to Section 1 or otherwise.  The Company
      understands that a delay in the delivery of the Warrant Shares after the Warrant
      Share Delivery Date could result in economic loss to the Holder.  As
      compensation to the Holder for such loss, the Company agrees to pay (as
      liquidated damages and not as a penalty) to the Holder for late issuance of
      Warrant Shares upon exercise of this Warrant the proportionate amount of $100
      per business day after the Warrant Share Delivery Date for each $10,000 of
      Purchase Price of Warrant Shares for which this Warrant is exercised which
      are
      not timely delivered.  The Company shall pay any payments incurred
      under this Section in immediately available funds upon
      demand.  Furthermore, in addition to any other remedies which may be
      available to the Holder, in the event that the Company fails for any reason
      to
      effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the
      Holder may revoke all or part of the relevant Warrant exercise by delivery
      of a
      notice to such effect to the Company, whereupon the Company and the Holder
      shall
      each be restored to their respective positions immediately prior to the exercise
      of the relevant portion of this Warrant, except that the liquidated damages
      described above shall be payable through the date notice of revocation or
      rescission is given to the Company.

    


    
      
        
          
          

        

        
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    1.8           Buy-In.  In
      addition to any other rights available to the Holder, if the Company fails
      to
      deliver to a Holder the Warrant Shares as required pursuant to this Warrant,
      within seven (7) business days after the Warrant Share Delivery Date and the
      Holder or a broker on the Holder’s behalf, purchases (in an open market
      transaction or otherwise) shares of common stock to deliver in satisfaction
      of a
      sale by such Holder of the Warrant Shares which the Holder was entitled to
      receive from the Company (a “Buy-In”), then the Company shall
      pay in cash to the Holder (in addition to any remedies available to or elected
      by the Holder) the amount by which (A) the Holder’s total purchase price
      (including brokerage commissions, if any) for the shares of common stock so
      purchased exceeds (B) the aggregate Purchase Price of the Warrant
      Shares required to have been delivered together with interest thereon at a
      rate of 15% per annum, accruing until such amount and any accrued interest
      thereon is paid in full (which amount shall be paid as liquidated damages and
      not as a penalty).  For example, if a Holder purchases shares of
      Common Stock having a total purchase price of $11,000 to cover a Buy-In with
      respect to $10,000 of Purchase Price of Warrant Shares to have been received
      upon exercise of this Warrant, the Company shall be required to pay the Holder
      $1,000, plus interest. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the
      Buy-In.

     

    2.           Cashless
      Exercise.

     

    (a)           Payment
      upon exercise may be made at the option of the Holder either in (i) cash,
      wire transfer or by certified or official bank check payable to the order of
      the
      Company equal to the applicable aggregate Purchase Price, (ii) by delivery
      of
      Common Stock issuable upon exercise of the Warrants in accordance with
      Section (b) below or (iii) by a combination of any of the
      foregoing methods, for the number of Common Stock specified in such form (as
      such exercise number shall be adjusted to reflect any adjustment in the total
      number of shares of Common Stock issuable to the holder per the terms of this
      Warrant) and the holder shall thereupon be entitled to receive the number of
      duly authorized, validly issued, fully-paid and non-assessable shares of Common
      Stock (or Other Securities) determined as provided herein.

     

    (b)           Subject
      to the provisions herein to the contrary, if the Fair Market Value of one share
      of Common Stock is greater than the Purchase Price (at the date of calculation
      as set forth below), in lieu of exercising this Warrant for cash, the holder
      may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being cancelled) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Subscription
      Form in which event the Company shall issue to the holder a number of shares
      of
      Common Stock computed using the following formula:

     

    X=Y
      (A-B)

              A

    


    Where    X=         the
      number of shares of Common Stock to be issued to the holder

    


    
      	
               

            	
              Y=

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such
                calculation)

            


    

     

    
      	
               

            	
              A=

            	
              the
                average of the closing sale prices of the Common Stock for the five
                (5)
                Trading Days immediately prior to (but not including) the Exercise
                Date,
                or Fair Market Value, whichever is
                less

            


    

     

    
      	
               

            	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    
      
        
          
          

        

        
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    For
      purposes of Rule 144 promulgated under the 1933 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 pursuant to the Subscription
      Agreement.

     

    3.           Adjustment
      for Reorganization, Consolidation, Merger, etc.

     

    
      3.1.           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 entity, (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 entity) is completed pursuant
        to which holders of Common Stock are permitted to tender or exchange their
        shares for other securities, cash or property, (D) the Company consummates
        a
        stock purchase agreement or other business combination (including, without
        limitation, a reorganization, recapitalization, spin-off or scheme of
        arrangement) with one or more persons or entities whereby such other persons
        or
        entities acquire more than the 50% of the outstanding shares of Common Stock
        (not including any shares of Common Stock held by such other persons or entities
        making or party to, or associated or affiliated with the other persons or
        entities making or party to, such stock purchase agreement or other business
        combination), (E) any “person” or “group” (as these terms are used for purposes
        of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial
        owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
        50% of the aggregate Common Stock of the Company, or (F) 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 (in any such case, a “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,
        at
        the option of the Holder, (a) 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 any additional consideration
        (the “Alternate Consideration”) receivable upon or as a result of such
        reorganization, reclassification, 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 or (b) if the Company is acquired
        in
        (1) a transaction where the consideration paid to the holders of the Common
        Stock consists solely of cash, (2) a “Rule 13e-3 transaction” as defined in Rule
        13e-3 under the 1934 Act, or (3) a 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, cash equal to the
        Black-Scholes Value.  For purposes of any such exercise, the
        determination of the Purchase 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 Purchase 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 3.1 and insuring that this Warrant (or
        any
        such replacement security) will be similarly adjusted upon any subsequent
        transaction analogous to a Fundamental Transaction. “Black-Scholes Value” shall
        be 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 such
        request 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.

    

     

    


    
      
        
          
          

        

        
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    3.2.           Dissolution.  In
      the event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holder of the Warrants after the effective date of such dissolution pursuant
      to this Section 3 to a bank or trust company (a “Trustee”) having its
      principal office in New York, NY, as trustee for the Holder of the
      Warrants.  Such property shall be delivered only upon payment of the
      Warrant exercise price.

     

    3.3.           Continuation
      of Terms.  Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) referred to in this
      Section 3, this Warrant shall continue in full force and effect and the
      terms hereof shall be applicable to the Other Securities and property receivable
      on the exercise of this Warrant after the consummation of such reorganization,
      consolidation or merger or the effective date of dissolution following any
      such
      transfer, as the case may be, and shall be binding upon the issuer of any Other
      Securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4.  In the event this Warrant does not
      continue in full force and effect after the consummation of the transaction
      described in this Section 3, then only in such event will the Company’s
      securities and property (including cash, where applicable) receivable by the
      Holder of the Warrants be delivered to the Trustee as contemplated by
      Section 3.2.

     

    3.4           Share
      Issuance.  Until the Expiration Date, if the Company shall issue
      any Common Stock except for the Excepted Issuances (as defined in the
      Subscription Agreement), prior to the complete exercise of this Warrant for
      a
      consideration less than the Purchase Price that would be in effect at the time
      of such issue, then, and thereafter successively upon each such issue, the
      Purchase Price shall be reduced to such other lower price for then outstanding
      Warrants.  For purposes of this adjustment, the issuance of any
      security or debt instrument of the Company carrying the right to convert such
      security or debt instrument into Common Stock or of any warrant, right or option
      to purchase Common Stock shall result in an adjustment to the Purchase Price
      upon the issuance of the above-described security, debt instrument, warrant,
      right, or option if such issuance is at a price lower than the Purchase Price
      in
      effect upon such issuance and again at any time upon any subsequent issuances
      of
      shares of Common Stock upon exercise of such conversion or purchase rights
      if
      such issuance is at a price lower than the Purchase Price in effect upon such
      issuance.  The reduction of the Purchase Price described in this
      Section 3.4 is subject to the provisions of, and in addition to the other rights
      of the Holder described in, the Subscription Agreement. The number of
      shares of Common Stock that the Holder of this Warrant shall thereafter, on
      the
      exercise hereof, be entitled to receive shall be adjusted to a number determined
      by multiplying the number of shares of Common Stock that would otherwise (but
      for the provisions of this Section 3.4) be issuable on such exercise by a
      fraction of which (a) the numerator is the Purchase Price that would otherwise
      (but for the provisions of this Section 3.4) be in effect, and (b) the
      denominator is the Purchase Price in effect on the date of such
      exercise.

     

    4.           Extraordinary
      Events Regarding Common Stock.  In the event that the Company
      shall (a) issue additional shares of the Common Stock as a dividend or
      other distribution on outstanding Common Stock, (b) subdivide its
      outstanding shares of Common Stock, or (c) combine its outstanding shares
      of the Common Stock into a smaller number of shares of the Common Stock, then,
      in each such event, the Purchase Price shall, simultaneously with the happening
      of such event, be adjusted by multiplying the then Purchase Price by a fraction,
      the numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Purchase Price then in effect.
      The
      Purchase Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this
      Section 4. The number of shares of Common Stock that the Holder of this
      Warrant shall thereafter, on the exercise hereof, be entitled to receive shall
      be adjusted to a number determined by multiplying the number of shares of Common
      Stock that would otherwise (but for the provisions of this Section 4) be
      issuable on such exercise by a fraction of which (a) the numerator is the
      Purchase Price that would otherwise (but for the provisions of this Section
      4)
      be in effect, and (b) the denominator is the Purchase Price in effect on the
      date of such exercise.

    


    
      
        
          
          

        

        
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    5.           Certificate
      as to Adjustments.  In each case of any adjustment or readjustment
      in the shares of Common Stock (or Other Securities) issuable on the exercise
      of
      the Warrants, the Company at its expense will promptly cause its Chief Financial
      Officer or other appropriate designee to compute such adjustment or readjustment
      in accordance with the terms of the Warrant and prepare a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment or readjustment is based, including a statement of (a) the
      consideration received or receivable by the Company for any additional shares
      of
      Common Stock (or Other Securities) issued or sold or deemed to have been issued
      or sold, (b) the number of shares of Common Stock (or Other Securities)
      outstanding or deemed to be outstanding, and (c) the Purchase Price and the
      number of shares of Common Stock to be received upon exercise of this Warrant,
      in effect immediately prior to such adjustment or readjustment and as adjusted
      or readjusted as provided in this Warrant. The Company will forthwith mail
      a
      copy of each such certificate to the Holder of the Warrant and any Warrant
      Agent
      of the Company (appointed pursuant to Section 11 hereof).

     

    6.           Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements.  The Company will at all times reserve and keep
      available, solely for issuance and delivery on the exercise of the Warrants,
      all
      shares of Common Stock (or Other Securities) from time to time issuable on
      the
      exercise of the Warrant.  This Warrant entitles the Holder hereof to
      receive copies of all financial and other information distributed or required
      to
      be distributed to the holders of the Company’s Common Stock.

     

    7.           Assignment;
      Exchange of Warrant.  Subject to compliance with applicable
      securities laws, this Warrant, and the rights evidenced hereby, may be
      transferred by any registered holder hereof (a “Transferor”). On the surrender
      for exchange of this Warrant, with the Transferor’s endorsement in the form of
      Exhibit B attached hereto (the “Transferor Endorsement Form”) and together
      with an opinion of counsel reasonably satisfactory to the Company that the
      transfer of this Warrant will be in compliance with applicable securities laws,
      the Company will issue and deliver to or on the order of the Transferor thereof
      a new Warrant or Warrants of like tenor, in the name of the Transferor and/or
      the transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor.

     

    8.           Replacement
      of Warrant.  On receipt 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
      an indemnity agreement or security reasonably satisfactory in form and amount
      to
      the Company or, in the case of any such mutilation, on surrender and
      cancellation of this Warrant, the Company at its expense, twice only, will
      execute and deliver, in lieu thereof, a new Warrant of like tenor.

     

    9.           Registration
      Rights.  The Holder of this Warrant has been granted certain
      registration rights by the Company.  These registration rights are set
      forth in the Subscription Agreement.  The terms of the Subscription
      Agreement are incorporated herein by this reference.

     

    10.           Maximum
      Exercise.  The Holder shall not be entitled to exercise this
      Warrant on an exercise date,in connection with that number of shares of Common
      Stock which would be in excess of the sum of (i) the number of shares of
      Common Stock beneficially owned by the Holder and its affiliates on an exercise
      date, and (ii) the number of shares of Common Stock issuable upon the
      exercise of this Warrant with respect to which the determination of this
      limitation is being made on an exercise date, which would result in beneficial
      ownership by the Holder and its affiliates of more than 4.99% of the outstanding
      shares of Common Stock on such date.  For the purposes of the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities 1934 Act , and Rule
      13d-3 thereunder.  Subject to the foregoing, the Holder shall not be
      limited to aggregate exercises which would result in the issuance of more than
      4.99%.  The restriction described in this paragraph may be
      waived, in whole or in part, upon sixty-one (61) days prior notice from the
      Holder to the Company to increase such percentage to up to 9.99%, but not in
      excess of 9.99%.  The Holder may decide whether to convert a
      Convertible Note or exercise this Warrant to achieve an actual 4.99% or up
      to
      9.99% ownership position as described above, but not in excess of
      9.99%.

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    11.           Warrant
      Agent.  The Company may, by written notice to the Holder of the
      Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common
      Stock (or Other Securities) on the exercise of this Warrant pursuant to
      Section 1, exchanging this Warrant pursuant to Section 7, and
      replacing this Warrant pursuant to Section 8, or any of the foregoing, and
      thereafter any such issuance, exchange or replacement, as the case may be,
      shall
      be made at such office by such Warrant Agent.

     

    12.           Transfer
      on the Company’s Books.  Until this Warrant is transferred on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      absolute owner hereof for all purposes, notwithstanding any notice to the
      contrary.

     

    13.           Warrant
      Exercise Compensation.  The Company has agreed to pay to the
      Finder identified on Schedule 8 to the Subscription Agreement (“Finder”) Warrant
      Exercise Compensation as described in the Subscription Agreement equal to 10%
      of
      the cash proceeds payable to the Company upon exercise of the
      Warrant.  The Warrant Exercise Compensation will be paid by the
      Company to the Finder not later than the fifth (5th) business
      day
      after the Company receives cash proceeds from the exercise of this
      Warrant.  The Holder of the Warrant has no obligation or
      responsibility to pay Warrant Exercise Compensation.  

    


    14.           Notices.  All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice.  Any notice or other communication required or
      permitted to be given hereunder shall be deemed effective (a) upon hand delivery
      or delivery by facsimile, with accurate confirmation generated by the
      transmitting facsimile machine, at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur.  The
      addresses for such communications shall be:  if to the Company, to:
      Rim Semiconductor Company, 305 NE 102nd Avenue,
      Suite 350,
      Portland, Oregon 97220, Attn: Brad Ketch, CEO, telecopier: (503) 257-6700,
      with
      a copy, which shall not constitute notice, by telecopier only to: Lawrence
      B.
      Mandala, Esq., Munck Butrus Carter, P.C., 600 Banner Place, 12770 Coit Road,
      Dallas, Texas 75251, telecopier: (972) 628-3616, and (ii) if to the Holder,
      to
      the address and telecopier number listed on the first paragraph of this Warrant,
      with a copy by telecopier only to: Grushko & Mittman, P.C., 551 Fifth
      Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
      697-3575.

     

    15.           Law
      Governing This Warrant.  This Warrant shall be governed by and
      construed in accordance with the laws of the State of New York without regard
      to
      principles of conflicts of laws.  Any action brought by either party
      against the other concerning the transactions contemplated by this Warrant
      shall
      be brought only in the state courts of New York or in the federal courts located
      in the state and county of New York.  The parties to this Warrant
      hereby irrevocably waive any objection to jurisdiction and venue of any action
      instituted hereunder and shall not assert any defense based on lack of
      jurisdiction or venue or based upon forum non conveniens.  The
      Company and Holder waive trial by jury.  The prevailing party shall be
      entitled to recover from the other party its reasonable attorney’s fees and
      costs.  In the event that any provision of this Warrant or any other
      agreement delivered in connection herewith is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law.  Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.   Each party hereby irrevocably waives personal
      service of process and consents to process being served in any suit, action
      or
      proceeding in connection with this Agreement or any other Transaction Document
      by mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute good
      and sufficient service of process and notice thereof.  Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any other manner permitted by law.

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

     

    
      	 	
              RIM
                SEMICONDUCTOR COMPANY

               

               

               

              By: ________________________________________________________ 

                          
                Name:

               

            
	 	 	 


    

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    Exhibit A

    


    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

    TO:  RIM
      SEMICONDUCTOR COMPANY

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    


    ___           ________
      shares of the Common Stock covered by such Warrant; or

    ___           the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in Section 2.

    


    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is
      $___________.  Such payment takes the form of (check applicable box or
      boxes):

    


    ___           $__________
      in lawful money of the United States; and/or

    ___           if
      applicable, the cancellation of such portion of the attached Warrant as is
      exercisable for a total of _______ shares of Common Stock (using a Fair Market
      Value of $_______ per share for purposes of this calculation);
      and/or

    


    ___           if
      applicable, the cancellation of such number of shares of Common Stock as is
      necessary, in accordance with the formula set forth in Section 2, to
      exercise this Warrant with respect to the maximum number of shares of Common
      Stock purchasable pursuant to the cashless exercise procedure set forth in
      Section 2.

    


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

    ______________________________________.

    


    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”), or pursuant to an exemption from registration
      under the Securities Act.

    


    
      	
              Dated:___________________

            	
              ________________________________________________________

              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

               

              
                ________________________________________________________

                
                  ________________________________________________________

                

              

              (Address)

            


    

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    Exhibit B

    


    


    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of RIM SEMICONDUCTOR COMPANY to which the within Warrant relates specified
      under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of RIM
      SEMICONDUCTOR COMPANY with full power of substitution in the
      premises.

    


    
      	
              Transferees

            	
              Percentage
                Transferred

            	
              Number
                Transferred

            
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      	
              Dated:  ______________,
                ___________

               

               

               

              Signed
                in the presence of:

               

              ________________________________________________

              (Name)

               

               

              ACCEPTED
                AND AGREED:

              [TRANSFEREE]

               

               

              
                ________________________________________________

              

              (Name)

               

            	 	
              ______________________________________________________________

              (Signature
                must conform to name of holder as specified on the face of the
                warrant)

               

               

               

               

              _______________________________________________________________

              
                
                  _______________________________________________________________

                

              

              (address)

               

              
                _______________________________________________________________

                _______________________________________________________________

              

              (address)

            


    

    


    11