THIS CERTIFIES THAT , FOR VALUE RECEIVED
(name)
or registered assigns (the “Registered Holder”) is the
owner of the number of Class A Redeemable Common Stock Purchase
Warrants (the “Warrants”) specified above. Each Warrant
initially entitles the Registered Holder to purchase, subject to
the terms and conditions set forth in this Certificate and the
Warrant Agreement (as hereinafter defined), one fully paid and
nonassessable share of Common Stock, $0.00015 par value (the
“Common Stock”) of Hybrid Dynamics Corporation, a
Nevada corporation (the “Company”), at any time from
the initial issuance of this Warrant (the “Initial Warrant
Exercise Date”) and prior to the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this
Warrant Certificate with the Exercise Form on the reverse hereof,
duly executed, at the corporate office of Corporate Stock Transfer,
Inc., or its successor ( the “Warrant Agent”),
accompanied by payment of $1.00 per share of Common Stock, subject
to adjustment (the “Exercise Price”), in lawful money
of the United States of America in cash or by certified or bank
check made payable to the Company, plus payment of any applicable
transfer tax or similar charge. “Expiration Date”
shall mean 5:00 p.m. (New York City time) on December 31, 2012;
provided that if such date is not a business day, it shall mean
5:00 p.m. (New York City time), on the next following business day.
The term “business day” shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions in New
York City, New York, are authorized or obligated by law to be
closed.
This Warrant Certificate and each Warrant represented herby are
issued pursuant to, and are subject in all respects to, the terms
and conditions set forth in the Warrant Agreement, dated as of
November 20, 2007 (the “Warrant Agreement”), amongst
and between the Company and the Warrant Agent, and all terms of the
Warrant Agreement are hereby incorporated herein by this reference
and made a part hereof, and this Warrant shall be governed by all
terms in the Warrant Agreement whether or not referenced
herein.
In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price and the number of shares of Common
Stock subject to the purchase upon the exercise of each Warrant
represented hereby are subject to modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional share of Common Stock or
Warrant Certificates evidencing fractional Warrants will be issued.
In the case of the exercise of less than all the Warrants
represented hereby, the Company shall cancel this Warrant
Certificate upon the surrender hereof and shall execute and deliver
a new Warrant Certificate or Warrant Certificates of like tenor
for, in the aggregate, the remaining number of unexercised Warrants
evidenced hereby, which the Warrant Agent shall countersign.
The Registered Holder, as such, shall not be, or be deemed to be,
the holder of Common Stock or any other security of the Company
which may at any time be issuable upon the exercise of the Warrant
evidenced hereby for any purpose whatsoever, nor shall anything
contained herein or in the Warrant Agreement be construed to confer
upon the Registered Holder hereof, as such, any of the rights of a
shareholder or security holder of the Company, including, without
limitation, the right to vote or to receive dividends or other
distribution, and shall not be entitled to receive any notice of
any proceedings of the Company, except as specifically p
