THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED
IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED
STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING
SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
Mobiventures INC.
A Nevada
Corporation (the “Company”)
Sunnyside, Brinkworth,Chippenham,Wiltshire SN15 5BY,
England
COMMON STOCK PURCHASE WARRANT CERTIFICATE
March 31, 2008
WARRANT CERTIFICATE NO. S-08-16
| Name of Holder: |
Danny Wootton (the
“Holder”) |
| Address of Holder: |
INSERT |
| Number of Shares: |
300,000 Shares of the
Company’s Common Stock |
| Exercise Price: |
US$0.10 per Share |
| Term and Expiry Date: |
A period of 5 years from the date
of issuance until 28 th June 2012
(the “Expiry Date”), subject to early termination as
set forth in Section 1.6 of this Warrant
Certificate. |
| Vesting |
This Warrant may not be exercised
until such time as the vesting provisions set forth in
Section 1.5 of this Warrant Certificate have been
satisfied. |
THIS WARRANT CERTIFIES THAT , for value
received, the above named holder or its registered assigns (the
“Holder”), shall have the right to purchase from the
Company the above referenced number of fully paid and
non-assessable shares (the “Shares”) of the
Company’s common stock (the “Common Stock”) at an
exercise price equal to the exercise price set forth above (the
"Exercise Price"), subject to further adjustment as set forth in
this Certificate, at any time from the date hereof until 5:00 p.m.,
GMT, on the expiry date set forth above (the “Expiry
Date”). This Warrant is issued to the Holder pursuant to the
terms outlined in the consultant agreement as of the 31
st of March, 2008 between the Company and the Holder
(the “Consultant Agreement”). The exercise of this
Warrant shall be subject to the provisions, limitations and
restrictions contained herein.
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1. Exercise .
1.1
Procedure for Exercise of Warrant . Subject to the
terms and conditions of this Warrant Certificate, the Holder may
exercise this Warrant by delivering the following to the principal
office of the Company in accordance with Section 5.1 hereof:
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(a) |
a duly executed Notice of Exercise in
substantially the form attached as Schedule A,
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(b) |
either (i) a written certification that the
Holder is not a U.S. person, as defined under Regulation S of the
Securities Act, and that the Warrant is not being exercised on
behalf of a U.S. person, which written certificate may be contained
in the Notice of Exercise delivered pursuant to sub-paragraph (a)
above; or (ii) a written opinion of counsel to the effect that the
Warrant and the Shares have been registered under the Securities
Act or are exempt from registration thereunder;
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(c) |
payment of the Exercise Price then in effect for
each of the Shares being purchased, as designated in the Notice of
Exercise, and
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(d) |
this Warrant.
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Payment of the Exercise Price may be in cash,
certified or official bank check payable to the order of the
Company, or wire transfer of funds to the Company’s account
(or any combination of any of the foregoing) in the amount of the
Exercise Price for each share being purchased.
1.2
Delivery of Certificate and New Warrant . In the
event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the shares of Common Stock so
purchased, registered in the name of the Holder, together with any
other securities or other property which the Holder is entitled to
receive upon exercise of this Warrant, shall be delivered to the
Holder hereof, at the Company’s expense, within a reasonable
time, not exceeding fifteen (15) calendar days, after the rights
represented by this Warrant shall have been so exercised; and,
unless this Warrant has expired, a new Warrant representing the
number of Shares (except a remaining fractional share), if any,
with respect to which this Warrant shall not then have been
exercised shall also be issued to the Holder hereof within such
time. The person in whose name any certificate for shares of Common
Stock is issued upon exercise of this Warrant shall for all
purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment
of the Exercise Price was received by the Company, irrespective of
the date of delivery of such certificate.
1.3
Restrictive Legend . This Warrant and the Shares have
not been registered under the Securities Act of 1933, as amended,
(the "Securities Act") and the Warrants have been and the Shares,
upon exercise of the Warrants, will be issued pursuant to
exemptions from the registration requirements of the Securities
Act. Neither this Warrant nor any of the Shares or any other
security issued or issuable upon exercise of this Warrant may be
sold, transferred, pledged or hypothecated in the absence of an
effective registration statement under the Act relating to such
security or an exemption from the registration requirements of the
Securities Act. Each certificate for the Warrant, the Shares and
any other security issued or issuable upon exercise of this Warrant
shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section. The Holder
understands that this Warrant constitutes and the Shares upon
issuance will constitute “restricted securities” under
the Securities Act. The holder acknowledges and agrees that all
certificates representing the Shares will be endorsed with the
following legend:
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“ THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT .”
1.4
Fractional Shares . No fractional Shares shall be
issuable upon exercise or conversion of the Warrant and the number
of Shares to be issued shall be rounded down to the nearest whole
Share. If a fractional share interest arises upon any exercise or
conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying to Holder an amount computed by
multiplying the fractional interest by the current market price of
a full Share.
1.5
Vesting . Warrants to purchase 200,000 common shares
will be vested and immediately exercisable upon execution of this
Warrant Certificate by the Company. Warrants to purchase the
balance of 100,000 common shares will not vest or be exercisable
until such time as the Holder has satisfied the performance
criteria set forth in Section 5.1(d) of the Consultant
Agreement.
1.6
Termination . Notwithstanding anything else in the
Warrant Certificate, this Warrant shall terminate and will cease to
be exercisable upon the earlier of (i) the Expiry Date, and (ii)
the date that is one year from the date of the termination of the
Consultant Agreement for any reason.
2. Covenants of the Company
.
2.1 Authorized
Shares. The Company covenants and agrees that the Company will
at all times have authorized and reserved, free from preemptive
rights, a sufficient number of shares of Common Stock to provide
for the exercise in full of the rights represented by this
Warrant.
2.2 Issuance
of Shares. The Company covenants and agrees that all shares of
Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued,
fully paid and non-assessable, and free from all transfer taxes,
liens and charges with respect to the issue thereof.
3. Transfer and Replacement
.
(a) Subject to
compliance with any applicable securities laws and the conditions
set forth herein, this Warrant and all rights hereunder are
transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. A Warrant, if properly
assigned, may be exercised by a new holder for the purchase of
Shares without having a new Warrant issued.
(b) The Company
agrees to maintain, at its aforesaid office, books for the
registration and the registration of transfer of the Warrants.
(c) If, at the
time of the surrender of this Warrant in connection with any
transfer of this Warrant, the transfer of this Warrant shall not be
registered pursuant to an effective registration statement
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