HYDRODYNEX, INC. 2008 PROMISSORY NOTES AND WARRANT PURCHASE AGREEMENT

EXHIBIT 4.1

HYDRODYNEX, INC.
2008 PROMISSORY NOTES AND WARRANT PURCHASE AGREEMENT

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of ___________ ____, 2009 by and among Hydrodynex, Inc., a Nevada corporation (the “Company”), and _____________________, herein referred to as an “Investor.”

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1

ISSUANCE OF NOTES AND WARRANTS

1.1

Issuance of Note .  Subject to the terms and conditions of this Agreement, at Closing (as defined below), the Company shall issue and sell to the Investors participating in such Closing a convertible promissory note (each such note, a “Note”) in the principal amount (the “Principal Amount”) equal to the amount set forth beneath the caption “Principal Amount” with respect to such Closing   The Note shall be in the form of Exhibit B attached hereto.  In payment for the Note and the related Warrant defined in Section 1.2), Investor shall pay to the Company an amount of cash in United States dollars equal to the Principal Amount (the “Purchase Price”).   The Purchase Price will be $.50 per share.  The principal and accrued unpaid interest on the notes shall be converted automatically into the class and series of shares at the close of any future equity offering in excess of $400,000.   The Note shall be convertible into that number of shares of Common Stock of the Company calculated as follows:

1.2

Issuance of Warrants .  Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue to the Investors whom have purchased a Note(s) hereunder, with respect to each such Note, a warrant (the “Warrant”) to purchase one share of common stock for each $1.00 loaned to the company, in the form of Exhibit A attached hereto, representing the right to purchase up to that number of shares of Common Stock of the Company (as adjusted for stock splits, recapitalizations or other similar events).   The Warrant shall, unless sooner terminated as provided therein, have a term of three (3) years from the date of issuance.  The exercise price for each share of Common Stock covered by the Warrant shall be the Stock Purchase Price (as defined below) (subject to adjustment as set forth in the Warrant).

1.3

Stock Purchase Price .  For purposes of this Agreement, “Stock Purchase Price” shall mean $.50 per share and warrants issued upon conversion and $1.00 per share for the Common Stock issued pursuant to the exercise of the warrants issued in conjunction with the purchase of these Convertible Promissory Notes.     

SECTION 2

CLOSINGS

2.1

Initial Closing .  The initial closing of the purchase and sale of Note s and Warrants hereunder (the “Closing”) shall be held at the offices of Hydrodynex, Inc., 230 Bethany Rd. #128, Burbank 91504 on the date of this Agreement, or at such other place and date as is mutually agreeable to the Company and the Investor.

2.2

Subsequent Closings .   Subsequent to the Closing and subject to the foregoing limitation, the Company may issue and sell additional Notes and Warrants to such additional investors as it shall select in its sole and

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absolute discretion.  Any such additional Investors shall execute and deliver a counterpart signature page to this Agreement, and thereby become a party to and be deemed an Investor hereunder.  

2.3

Delivery .  At the Closing (i) the Investors participating in said Closing shall deliver to the Company a check or wire transfer of immediately available United States funds in the amount of such Investor’ Purchase Price with respect to such Closing, and (ii) the Company shall execute and deliver to the Investor (A) a Note reflecting the name of the Investor, a principal amount equal to such Investor’s Principal Amount and the date of such Closing and (B) a Warrant reflecting the number of shares purchasable as set forth in Section 1.2 hereof and the Stock Purchase Price.  Each such Note and Warran t shall be a binding obligation of the Company upon execution thereof by the Company and delivery thereof to the Investor.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Each Investor hereby represents, warrants and covenants to the Company as follows:

3.1

Organization; Valid Existence; Qualification .  Investor is private citizen of the United States.  Investor has all requisite corporate power and authority to own and operate his properties and assets and to carry on business as now conducted and as presently proposed to be conducted, and to execute and deliver this Agreement, to purchase the Note , the Warrants and the Common Stock issuable upon the conversion of the Note or the exercise of the Warrants (collectively, the “Securities”) hereunder and to carry out the provisions of this Agreement.

3.2

Authorization .  Investor has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of the Investor enforceable against it in accordance with its terms.  

3.3

Purchase for Own Account .  The Investor represents that he is acquiring the Securities solely for investment for such Investor’s own account not as a nominee or agent, and not with a view to the distribution , assignment or resale of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.  The acquisition by such Investor of any of the Securities shall constitute confirmation of the representation by such Investor that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

3.4

Disclosure of Information .  The Investor confirms that he has received all the information he considers necessary or appropriate for deciding whether to acquire the Securities of the Company.  Such Investor further represents that they have had an opportunity to ask questions and receive answers from the management of the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company.  

3.5

Investment Experience .  Such Investor represents that he is an Investor in securities of companies in private placement transactions of securities of companies in a similar stage of development or financial crisis and acknowledges that it can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities.  If other than an individual, such Investor also represents it has not been organized for the purpose of acquiring the Securities.  Such Investor acknowledges that any investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

3.6

Restrictions on Transfer .  Such Investor understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances.  In this connection, the Investor represents that he is familiar with Rule 144 promulgated under the Act “SEC Rule 144 , as presently in effect, and understands the resale limitations imposed thereby and by the Act.  In particular, such Investor is aware that the Securities may not be sold pursuant to SEC Rule 144 unless all of the conditions of that rule are met.  Among the conditions for use of SEC Rule 144 may be the availability of current information to the public about the Company.

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The Investors have no immediate need for liquidity in connection with this investment and does not anticipate that it will need to sell his, her or its Securities in the foreseeable future.

3.7

Further Limitations on Disposition . Without in any way limiting the representations set forth above, such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and:

(a)

there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b)

(i) such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) such Investor shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act.  

3.8

Reliance Upon Investor's Representations .  Investor understands that the Securities have not been registered under the Act on the grounds that the sale provided for in this Agreement and the issuance of Securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Investor's representations set forth herein.  Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise.

3.9

Legends .  It is understood that the certificates evidencing the Securities will bear the following legend or a legend similar:

(a)

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS (THE “STATE LAWS”) .  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT Q UALIFICATION UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION THEREUNDER .”

(b)

Any legend required by the Bylaws of the Company or applicable state securities laws.

3.10

Brokerage .   There will be a brokerage commission or finder's fee or similar compensation in connection with the transactions contemplated by this Agreement based on arrangements or agreements made by or on behalf of Investors.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Investor that:

4.1

Organization, Good Standing and Qualification

Organization, Good Standing and Qualification" \l 24 .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in the state of Nevada.  

4.2

Authorization .  All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Securities has been taken or will be taken prior to the Closing.  This Agreement, the Notes and the Warrants constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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4.3

Offering .  Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Notes and Warrants as contemplated by this Agreement are exempt from the registration requirements of the Act.

4.4

Valid Issuance Common Stock .  The shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants, when issued, sold and delivered in accordance with the terms of the Notes and Warrants for the consideration expressed therein, will be duly and validly issued, fully paid, and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, and under applicable state and federal securities laws.

SECTION 5

CONDITIONS OF THE COMPANY'S OBLIGATIONS AT EACH CLOSING

The obligations of the Company under Section 1 of this Agreement are subject to the fulfillment on or before the Closing as specified below of each of the following conditions unless waived by the Company:

5.1

Payment of Purchase Price .  The Investor shall have delivered payment of the Purchase Price of the Notes and Warrants to be purchased by it at each Closing.  

5.2

Qualifications . All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes and Warrants pursuant to this Agreement will be duly obtained and effective as of the applicable Closing.

5.3

Board of Director Approval . The Company's Board of Directors shall have approved and authorized the execution and delivery of this Agreement and the Closing and sale of the Notes and Warrants hereunder.

SECTION 6

RESTICTIONS ON TRADING AND DISCLOSURE OF CONFIDENTIAL INFORMATION

6.1

Nondisclosure Agreement .   A ny information the Company has delivered to the Investor i s confidential information (the "Confidential Information").  The Investor acknowledges and agrees not to disclose or use such Confidential Information.  

                 SECTION 7

                 REGISTRATION RIGHTS

7.1

Registrable Securities .  The term "Registrable Securities" means any shares of Common Stock issuable upon conversion of the Notes held by Investor or issuable upon exercise of the Warrants held by Investor or any Common Stock issued as a dividend or other distribution with respect to, in exchange for, or in replacement of such stock; provided, however, that any shares shall cease to be Registrable Securities when they are (i) previously sold pursuant to a registered public offering; (ii) previously sold pursuant to an exemption from the registration requirements of the Act under which the transferee does not receive "restricted securities;" (iii) previously sold in a private transaction in which the registration rights granted under this Agreement are not assigned; or (iv) eligible for sale without registration by such Holder within any three (3) month period pursuant to SEC Rule 144, subject to the company becoming a public reporting and trading company.

7.2

Piggyback Registration.  

(a)

If the Company becomes a full reporting company (but without any obligation to do so) the Company proposes to register, at the request of other Company stockholders, for resale on Form S-1 (or other applicable form for registration of securities for resale) any of its Common Stock within two (2) years of the date

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hereof, the Company shall, at such time, promptly give each person owning Registrable Securities (each a “Holder” hereunder) written notice of such registration.  Upon the written request of any Holder given to the Company within fifteen (15) days after the receipt of the Company's notice, the Company shall cause a registration statement covering all of the Registrable Securities that each such Holder has requested to be registered to become effective under the Securities Act; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 7.2 if Form S - 1 (or any successor form to Form S-1 regardless of its designation) is not available for such offering by the Holders.  

(b)

In connection with any offering involving an underwriting of securities, the Company shall not be required under this Section 7.2 to include any of the Holders' securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, if any, as in the reasonable opinion of the underwriters, marketing factors allow. Each Holder hereby agrees that, during the period of duration, not to exceed one hundred eighty (180) days, specified by the Company and the managing underwriter of a firm commitment public offering of the Company's Common Stock registered under the Act (a “Public Offering”), it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to Investor who agree to be similarly bound) any securities of the Company held by it at any time during such period except common stock included in the registration.

SECTION 8

                    MISCELLANEOUS

8.1

Survival of Representations, Warranties and Covenants . The warranties, representations and covenants of the Company and Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and all Closings and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.

8.2

Successors and Assigns .

Binding Agreement" \l 2

Binding Agreement" \l 2  Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Securities).  Nothing in this Agreement, expressed or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.3

Governing Law; Venue .  This Agreement is to be construed in accordance with and governed by the internal laws of the state of Nevada without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the state of Nevada to the rights and duties of the parties.  All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in the state of Nevada and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

8.4

Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.5

Titles and Subtitles .  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  

8.6

Notices .  Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when sent by facsimile to the number set forth below if sent between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day, or on the next business day if sent by facsimile to the number set forth below if sent other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day; (c) three business days after deposit in the U.S. mail with first class or certified mail rece