THIS WARRANT
AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED
OR OTHERWISE DISPOSED
OF UNLESS REGISTERED
UNDER THE SECURITIES
ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED
AN OPINION OF
COUNSEL REASONABLY
SATISFACTORY
TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF
APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.
SERIES F-4 WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
REMOTE DYNAMICS, INC.
Expires December 4, 2010
No.: W-F-4-06- __
Number of Shares: 30,937,500
Date of Issuance: December 4, 2006
FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a
Delaware
corporation (together
with its successors
and assigns, the
"Issuer"), hereby
certifies that Bounce Mobile Systems, Inc. or its registered
assigns is entitled
to subscribe for and purchase, during the Term (as hereinafter
defined), up to
Thirty Million, Nine
Hundred Thirty-Seven
Thousand, Five Hundred
(30,937,500)
shares (subject to adjustment as hereinafter provided) of the duly authorized,
validly issued, fully paid and non-assessable Common Stock of the Issuer, at
an
exercise price per
share equal to the
Warrant Price then in
effect, subject,
however, to the
provisions and upon the terms and conditions hereinafter set
forth. Capitalized
terms used in this
Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 9
hereof.
1. Term. The term of
this Warrant shall
commence on December
4, 2006
and shall expire at 5:00 p.m., Eastern Time, on the date that is
four (4) years
following the effective date of the registration statement (the "Registration
Statement") under the
Securities
Act providing for the resale of the
Warrant
Stock (such period being the "Term").
2. Method of Exercise;
Payment; Issuance of
New Warrant; Transfer and
Exchange.
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<PAGE>
(a) Time of Exercise.
The purchase rights
represented by this Warrant
may be exercised in whole or in part during the Term.
(b) Method of Exercise. The Holder hereof may exercise this
Warrant, in
whole or in part, by
the surrender of this
Warrant (with the exercise
form attached
hereto duly
executed) at the
principal office of the
Issuer, and by the
payment to the Issuer of an amount of consideration
therefor equal
to the Warrant Price in effect on the date of such
exercise multiplied
by the number of shares of Warrant Stock with
respect to which this Warrant is then being exercised, payable at such
Holder's election (i)
by certified or
official bank check or
by wire
transfer to an account
designated
by the Issuer,
(ii) by "cashless
exercise" in accordance with the provisions of subsection (c) of
this
Section 2, but only when a registration statement under the Securities
Act providing
for the resale of the Warrant Stock is not then in
effect, or (iii) by a
combination of the foregoing methods of payment
selected by the Holder of this Warrant.
(c) Cashless Exercise.
Notwithstanding
any provisions
herein to the
contrary and
commencing one (1) year following the Original Issue Date
if (i) the Per Share
Market Value of one share of Common Stock is
greater than the Warrant Price (at the date of calculation as set
forth
below) and (ii) a
registration
statement under the Securities Act
providing for the
resale of the Warrant Stock is not then in effect by
the date such
registration
statement is required to be effective
pursuant to the Registration Rights Agreement (as defined in
the Share
Exchange
Agreement) or
not effective at any time during the
Effectiveness Period
(as defined in the Registration Rights Agreement)
in accordance with the terms of the Registration Rights Agreement, in
lieu of exercising
this Warrant by payment of cash, the Holder may
exercise this
Warrant by a cashless
exercise and shall receive the
number of shares of
Common Stock
equal to an amount
(as determined
below) by surrender
of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in
which
event the Issuer shall issue to the Holder a number of shares of
Common
Stock computed using the following formula:
X = Y - (A)(Y)
-----
B
Where
X = the number
of shares of Common Stock to be issued to
the Holder.
Y = the
number of shares of
Common Stock
purchasable
upon exercise
of all of the
Warrant or, if only a
portion of
the Warrant is being exercised, the
portion of the Warrant being exercised.
A = the Warrant
Price.
B = the Per
Share Market Value of one share of Common Stock.
(d) Issuance of Stock
Certificates.
In the event of any
exercise of
this Warrant in accordance with and subject to the terms and
conditions hereof,
(i) certificates for the shares of Warrant Stock so purchased shall
be dated the
date of such exercise
and delivered to the
Holder hereof
within a
reasonable
time, not exceeding
three (3) Trading Days
after such exercise (the "Delivery
Date") or, at the request of the Holder (provided that a
registration
statement
under the Securities
Act providing for the
resale of the Warrant Stock is then
in effect), issued and
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<PAGE>
delivered to the Depository Trust Company ("DTC") account on the
Holder's behalf
via the Deposit
Withdrawal Agent Commission System ("DWAC") within a reasonable
time, not exceeding
three (3) Trading Days after such exercise, and the Holder
hereof shall be deemed
for all purposes to be the holder of the shares of
Warrant Stock so
purchased as of the date of such exercise and (ii) unless this
Warrant has expired, a new Warrant representing the number of shares
of Warrant
Stock, if any,
with respect to which this Warrant shall not then have been
exercised (less any
amount thereof which shall have been canceled in payment or
partial payment of the
Warrant Price as
hereinabove
provided) shall also be
issued to the Holder hereof at the Issuer's expense within such
time.
(e) Compensation for
Buy-In on Failure to Timely Deliver Certificates
Upon Exercise. In
addition to any other rights available to the Holder, if the
Issuer fails to cause its transfer agent to transmit to the Holder
a certificate
or certificates
representing
the Warrant Stock
pursuant to an
exercise on or
before the Delivery
Date, and if after
such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise)
shares of Common
Stock to deliver in
satisfaction of a sale
by the Holder of the Warrant Stock
which the Holder anticipated receiving upon such exercise (a
"Buy-In"), then the
Issuer shall (1) pay
in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for
the shares of
Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to
deliver to the
Holder in connection with the exercise at issue times (B) the price
at which the
sell order giving rise to such purchase obligation was executed,
and (2) at the
option of the Holder, either reinstate the portion of the Warrant
and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and
delivery obligations
hereunder. For
example, if the Holder purchases Common Stock having a total
purchase price of
$11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase
obligation
of $10,000, under clause (1) of the immediately
preceding sentence the
Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the
amounts payable to
the Holder in respect of the Buy-In, together with applicable
confirmations and
other evidence reasonably requested by the Issuer. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it
hereunder, at law or
in equity including, without limitation, a decree of specific
performance and/or
injunctive relief
with respect to the Issuer's failure to timely deliver
certificates
representing shares of
Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.
(f) Transferability of
Warrant. Subject to
Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer.
If transferred
pursuant to this paragraph, this Warrant may be transferred on
the books of the
Issuer by the Holder
hereof in person
or by duly
authorized
attorney, upon
surrender of this
Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form
attached hereto) and
upon payment of any necessary transfer tax or other governmental
charge imposed
upon such transfer.
This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such
number of shares
of Warrant
Stock as the
Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall
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<PAGE>
be dated the Original Issue Date and shall be identical with this
Warrant except
as to the number of shares of Warrant Stock issuable pursuant
thereto.
(g)
Continuing Rights of Holder. The Issuer will, at the time of or
at
any time after each
exercise of this
Warrant, upon the request of the Holder
hereof, acknowledge in
writing the extent, if any, of its continuing obligation
to afford to such
Holder all rights to which such Holder shall continue to be
entitled after such
exercise in accordance with the terms of this
Warrant,
provided that if any
such Holder
shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford
such
rights to such Holder.
(h) Compliance with Securities Laws.
(i) The Holder of this Warrant, by acceptance hereof,
acknowledges that this
Warrant and the shares
of Warrant Stock to
be
issued upon exercise
hereof are being acquired solely for the Holder's
own account
and not as a nominee for any other party, and for
investment, and that
the Holder
will not offer, sell or otherwise
dispose of this
Warrant or any
shares of Warrant
Stock to be issued
upon exercise
hereof except pursuant to an effective registration
statement, or an exemption from registration, under the Securities Act
and any applicable state securities laws.
(ii) Except as provided in paragraph (iii) below, this Warrant
and all certificates
representing shares of
Warrant Stock issued upon
exercise hereof
shall be stamped or imprinted with a legend in
substantially the following form:
THIS WARRANT
AND THE SHARES OF
COMMON STOCK
ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS
AMENDED (THE
"SECURITIES ACT") OR
ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS
REGISTERED UNDER THE
SECURITIES
ACT AND
UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL
HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE ISSUER THAT
REGISTRATION
OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND
UNDER THE PROVISIONS
OF APPLICABLE
STATE
SECURITIES LAWS IS NOT REQUIRED.
(iii) The Issuer agrees to reissue this Warrant or
certificates
representing any of the Warrant Stock, without the legend
set forth above if at
such time, prior to
making any transfer of
any
such securities,
the Holder shall give
written notice to the Issuer
describing the
manner and terms of such transfer. Such proposed
transfer will not be
effected until: (a) either (i) the Issuer has
received an opinion of counsel reasonably satisfactory to the Issuer,
to the effect
that the registration of such securities under the
Securities Act
is not required in connection with such proposed
transfer, (ii) a registration
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<PAGE>
statement under the
Securities Act covering such proposed disposition
has been filed by the Issuer with the Securities and Exchange
Commission and has become effective under the Securities Act, (iii)
the
Issuer has received
other evidence reasonably satisfactory to the
Issuer that such
registration and
qualification under
the Securities
Act and state
securities laws are
not required (which
may include an
opinion of counsel provided by the Issuer), or (iv) the Holder
provides
the Issuer with
reasonable assurances
that such security can
be sold
pursuant to Rule 144
under the Securities
Act (which may
include an
opinion of counsel
provided by the Issuer); and (b) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to
the Issuer, to the effect that registration or qualification
under the
securities or
"blue sky" laws of any state is not required in
connection with such
proposed disposition,
or (ii) compliance with
applicable state
securities or "blue
sky" laws has been effected or a
valid exemption
exists with respect thereto (which may include an
opinion of counsel provided by the Issuer). The Issuer will respond to
any such notice from a holder within three (3) business
days. In the
case of any proposed
transfer under this Section 2(h), the Issuer will
use reasonable
efforts to comply with any such applicable state
securities or "blue sky" laws, but shall in no event be required,
(x)
to qualify to do business in any state where it is not then
qualified,
(y) to take any action
that would subject it
to tax or to the general
service of process in any state where it is not then subject, or
(z) to
comply with state
securities or "blue sky" laws of any state for which
registration by
coordination
is unavailable to the Issuer. The
restrictions on
transfer contained
in this Section 2(h) shall be in
addition to, and not by way of limitation of, any other
restrictions on
transfer contained in
any other section of
this Warrant.
Whenever a
certificate
representing the Warrant Stock is required to be issued to
a the Holder without a legend, in lieu of delivering physical
certificates
representing the
Warrant Stock,
provided the Issuer's
transfer agent is
participating in the
DTC Fast Automated
Securities
Transfer program,
the Issuer shall use
its reasonable best efforts to
cause its transfer agent to electronically transmit the Warrant Stock
to the Holder by
crediting the account
of the Holder's
Prime Broker
with DTC
through its DWAC system (to the extent not inconsistent with
any provisions of this Warrant or the Share Exchange
Agreement).
(i) Accredited
Investor Status.
In no event may the
Holder exercise
this Warrant in whole or in part unless the Holder is an
"accredited
investor"
as defined in Regulation D under the Securities Act.
3. Stock Fully Paid; Reservation and Listing of Shares;
Covenants.
(a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon
the exercise of
this Warrant or otherwise hereunder will, when issued in accordance
with the
terms of this Warrant,
be duly authorized, validly issued, fully paid and
non-assessable and
free from all taxes, liens and charges created by or through
the Issuer.
The Issuer
further covenants and agrees that during the period
within which this
Warrant may be
exercised, the Issuer
will at all times have
authorized and
reserved for the purpose of the issuance upon exercise of this
Warrant such
number of shares of
Common Stock that are
not issued or reserved
for issuance as of the Original Issue Date; provided, however, upon the Issuer
filing the Charter Amendment (as defined in the Share Exchange
Agreement),
the
Issuer shall take all action necessary to at all times have
authorized, and
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<PAGE>
reserved for the
purpose of issuance, free of preemptive rights and other
similar contractual
rights of stockholders, a number of shares of Common
Stock
equal to one hundred
twenty percent (120%) of the number of shares of
Common
Stock as shall from time to time be sufficient to provide for the exercise of
this Warrant.
(b) Reservation. If
any shares of Common Stock required to be reserved
for issuance upon
exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any Governmental
Authority under
any
federal or state law before such shares may be so issued,
the Issuer will
use
its reasonable best efforts as expeditiously as possible at its
expense to cause
such shares to be duly
registered or
qualified.
If the Issuer shall
list any
shares of Common Stock
on any securities
exchange or market it will, at its
expense, list thereon,
maintain and increase
when necessary such listing, of,
all shares of Warrant
Stock from time to
time issued
upon exercise of this
Warrant or as otherwise provided hereunder (provided that such
Warrant Stock has
been registered
pursuant to a
registration statement
under the Securities Act
then in effect), and,
to the extent permissible under the applicable securities
exchange rules,
all unissued shares of Warrant Stock which are at any time
issuable hereunder,
so long as any shares
of Common Stock shall
be so listed.
The Issuer will also so list on each securities exchange or market, and will
maintain such listing of, any other securities which the Holder of
this Warrant
shall be entitled to receive upon the exercise of this Warrant if at the time
any securities of the same class shall be listed on such securities
exchange or
market by the Issuer.
(c) Covenants. The
Issuer shall not by any action including, without
limitation, amending
the Certificate
of Incorporation or the by-laws of the
Issuer, or through
any reorganization, transfer of assets, consolidation,
merger, dissolution,
issue or sale of
securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of
this Warrant,
but will at all times in good faith assist in the carrying out of
all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the
rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality
of
the foregoing,
the Issuer
will (i) not permit
the par value, if any,
of its
Common Stock to exceed
the then effective Warrant Price, (ii) not amend or
modify any provision
of the Certificate of Incorporation or by-laws of the
Issuer in any manner
that would adversely
affect the rights of
the Holders of
the Warrants, (iii) take all such action as may be reasonably
necessary in order
that the Issuer may
validly and
legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens,
claims, encumbrances and
restrictions (other
than as provided herein) created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts
to obtain all
such authorizations,
exemptions
or consents from any
public regulatory
body
having jurisdiction
thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.
(d) Loss, Theft,
Destruction
of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft,
destruction
or mutilation
of any Warrant and, in the case of any such loss, theft or
destruction, upon
receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of
such
Warrant, the
Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the
right to purchase the same number of shares of Common Stock.
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<PAGE>
(e) Payment of Taxes.
The Issuer will pay any documentary stamp taxes
attributable to the initial issuance of the Warrant Stock issuable
upon exercise
of this Warrant; provided, however, that the Issuer 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 representing Warrant Stock in a name
other than that of the Holder in respect to which such shares are
issued.
4. Adjustment
of Warrant
Price. The price at which such shares of
Warrant Stock may be purchased upon exercise of this Warrant shall
be subject to
adjustment from time
to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires
an adjustment
pursuant to this Section 4 in accordance with the notice provisions
set forth in
Section 5.
(a) Recapitalization,
Reorganization, Reclassification, Consolidation,
Merger or Sale.
(i) In case the Issuer after the Original Issue Date shall do
any of the following (each, a "Triggering Event"): (a) consolidate or
merge with or into any other Person and the Issuer shall not be the
continuing or surviving corporation of such consolidation or
merger, or
(b) permit
any other Person to consolidate with or merge into the
Issuer and the Issuer shall be the continuing or surviving
Person but,
in connection with such consolidation or merger,
any Capital Stock
of
the Issuer shall be
changed into or exchanged for Securities of any
other Person or cash
or any other property,
or (c) transfer all or
substantially all of
its properties or assets to any other Person, or
(d) effect a capital
reorganization or reclassification of its Capital
Stock, then,
and in the case of
each such Triggering
Event, proper
provision shall be
made so that, upon the
basis and the terms
and in
the manner provided in
this Warrant, the
Holder of this Warrant shall
be entitled upon the exercise hereof at any time after the
consummation
of such Triggering
Event, to the extent
this Warrant is not exercised
prior to such
Triggering Event,
to receive at the
Warrant Price in
effect at the
time immediately prior to the consummation of such
Triggering Event
in lieu of the Common Stock issuable upon such
exercise of
this Warrant prior to such Triggering Event, the
Securities, cash and
property to which such Holder would have been
entitled upon the
consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant immediately prior
thereto (including
the right of a shareholder to elect the type of
consideration it will
receive upon a
Triggering
Event), subject to
adjustments
(subsequent to such corporate action) as nearly equivalent
as possible to the
adjustments provided
for elsewhere in this Section
4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i)
shall only
apply if the surviving entity pursuant to any such
Triggering Event
is a company has a class of equity securities
registered pursuant to the Securities Exchange Act of 1934, as
amended,
and its common
stock is listed or
quoted on a national securities
exchange, national
automated quotation system or the OTC Bulletin
Board. In the event
that the surviving
entity pursuant to any such
Triggering Event is not a company that has a class of equity
securities
registered pursuant to the Securities Exchange Act of 1934, as
amended,
or its common stock is
not listed or quoted
on a national
securities
exchange, national
automated quotation system or the OTC Bulletin
Board, then the Holder
shall have the right
to demand that the Issuer
pay to the Holder
an amount equal to the value of this Warrant
according to the Black-Scholes formula.
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<PAGE>
(ii) Notwithstanding anything contained in this Warrant to the
contrary
and so long as the
surviving entity
pursuant to any Triggering Event is a
company that
has a class
of equity securities registered pursuant to the
Securities Exchange
Act of 1934, as amended, and its common stock is listed
or
quoted on a national securities exchange, national automated
quotation system or
the OTC Bulletin Board, a Triggering Event shall not be deemed to have
occurred
if, prior to the consummation thereof, each Person (other than the
Issuer) which
may be required to deliver any Securities, cash or property upon
the exercise of
this Warrant as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
obligations of the
Issuer under this
Warrant (and if the Issuer shall survive
the consummation of such Triggering Event, such assumption shall be in
addition
to, and shall not release the Issuer from, any continuing obligations of the
Issuer under this Warrant) and (B) the obligation to deliver to
such Holder such
Securities, cash or
property as, in accordance with the foregoing provisions of
this subsection (a),
such Holder shall be entitled to receive, and such Person
shall have similarly
delivered to such Holder an opinion of counsel for
such
Person, which counsel shall be reasonably satisfactory to such
Holder, or in the
alternative, a
written acknowledgement executed by the President or Chief
Financial Officer of
the Issuer, stating
that this Warrant
shall thereafter
continue in full
force and effect and the terms hereof (including, without
limitation, all of the provisions of this subsection (a)) shall be
applicable to
the Securities,
cash or property
which such Person may
be required to deliver
upon any exercise of this Warrant or the exercise of any rights
pursuant hereto.
(b) Stock Dividends,
Subdivisions and Combinations. If at any
time the Issuer shall:
(i) make or issue or set a record date for the
holders of the
Common Stock for the purpose of entitling them to
receive a dividend
payable in, or other
distribution
of, shares of
Common Stock,
(ii) subdivide its outstanding shares of Common Stock
into a larger number of shares of Common Stock, or
(iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock,
then (1) the number
of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event
shall be adjusted
to equal the number of shares of Common Stock which a record
holder of the same
number of shares
of Common Stock for which this Warrant is exercisable
immediately prior to
the occurrence
of such event would
own or be entitled to
receive after the
happening of such
event, and (2) the
Warrant Price then
in
effect shall
be adjusted to equal (A) the Warrant Price then in effect
multiplied by the
number of shares of Common Stock for which this Warrant is
exercisable
immediately prior to
the adjustment
divided by (B) the
number of
shares of Common Stock for which this Warrant is exercisable
immediately
after
such adjustment.
(c) Certain Other
Distributions. If at
any time the Issuer shall make
or issue or set a
record date for the
holders of the Common Stock for the
purpose of entitling them to receive any dividend or other
distribution of:
-8-
<PAGE>
(i) cash (other than a cash dividend payable out of
earnings or
earned surplus legally available for the payment of
dividends under the laws of the jurisdiction of incorporation of the
Issuer),
(ii) any evidences of its indebtedness, any shares of
stock of any class or any other securities or property of any nature
whatsoever (other than
cash, Common Stock
Equivalents
or Additional
Shares of Common Stock), or
(iii) any warrants or other rights to subscribe for
or purchase any evidences of its indebtedness, any shares of stock of
any class
