This Warrant has not been
registered under the Securities Act of 1933, as amended
(the
“ Securities Act
”), or the securities laws of any state and may not be sold,
transferred,
or otherwise disposed of except
pursuant to an effective registration statement
or exemption from registration
under the foregoing laws.
MOBICLEAR INC.
WARRANT TO PURCHASE 500,000
SHARES OF
COMMON STOCK, PAR VALUE $0.0001
PER SHARE
FOR VALUE RECEIVED, [name of
warrantholder], the registered holder of this Warrant (“
Warrantholder ”) is entitled to purchase, subject to
the provisions of this Warrant, from MOBICLEAR INC., a Pennsylvania
corporation (“ Company ”), at any time on or
after [warrant date], and not later than 5:00 p.m., on [warrant
expiration date], at an exercise price per share equal to the
lesser of (i) the average market closing price for the 10 days
preceding the date of this Warrant, or (ii) the
Holder-Initiated Conversion Rate or the Company-Initiated
Conversion Rate (as defined in the Convertible Promissory Note) at
which shares of the Company’s common stock were most recently
issued pursuant to the Convertible Promissory Note of even date
herewith (the exercise price in effect being herein called the
“ Warrant Price ”), 500,000 shares (“
Warrant Shares ”) of the Company’s common stock,
par value $0.0001 per share (“ Common Stock ”).
The number of 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 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 its 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 this 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). In order to facilitate the foregoing, the Company
shall cooperate with licensed securities broker-dealers to or
through which Warrant Shares may be sold to deposit certificates
evidencing the Warrant Shares to be sold with such broker-dealer
for delivery upon settlement of the sale of such Warrant Shares
against transmittal to the Company of immediately available funds
for the full purchase price of the Warrant Shares so sold and
delivered. The Warrant Shares so purchased shall be deemed to be
issued to the Warrantholder or its designee, 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
a reasonable time, not exceeding three 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 Warrantholder
or such other name as shall be designated by 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
this 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 the Philippines are open for the general
transaction of business. Each exercise hereof shall constitute the
reaffirmation by the Warrantholder that the representations and
warranties contained in Article IV of the Securities Purchase
Agreement by and between the Company and the Warrantholder of even
date herewith are true and correct in all material respects with
respect to the Warrantholder as of the time of such
exercise.
Section
4.
Compliance with the Securities Act . The Company may cause
the legend set forth on the first page of this Warrant to be set
forth on each Warrant or similar legend on any security issued or
issuable upon exercise of this Warrant, unless counsel for the
Company is of the opinion as to any such security that such legend
is unnecessary.
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 that 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 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 represents
and warrants that there have been reserved, and the Company shall
at all applicable times 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 nonassessable shares of Common Stock of the
Company.
Section
8.
Adjustments . In order to prevent dilution of the rights
granted hereunder, the Warrant Price shall be subject to adjustment
from time to time in accordance with this section.
