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
REMOTE DYNAMICS, INC.
FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a Delaware corporation (together
with its successors and assigns, the " Issuer "), hereby certifies that [name of holder][address of holder] or its
registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to
__________ (_________) 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.
Term . The term of this Warrant shall commence on May __, 2008 and shall expire at 5:00
p.m., Eastern Time, on May __, 2012 (such period being the " Term ").
2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange .
Time of Exercise . The purchase rights represented by this Warrant may be exercised in whole
or in part during the Term.
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 heret