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EXHIBIT 10.4
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT
AND THE
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE
SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION
STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF
COUNSEL REASONABLY
SATISFACTORY TO CLEANTECH BIOFUELS, INC., THAT SUCH REGISTRATION IS
NOT
REQUIRED.
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OCTOBER 22, 2008
WARRANT NO.: 2
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COMMON STOCK PURCHASE WARRANT
Right to Purchase 900,000 Shares of Common Stock of
CLEANTECH BIOFUELS, INC.
CLEANTECH BIOFUELS, INC., a corporation organized under the laws of
the
State of Delaware (the "Company"), hereby certifies that, for value
received,
World Waste Technologies, Inc. or its successors or assigns (the
"Holder") is
entitled to purchase from the Company upon the due exercise hereof,
and subject
to the terms and conditions herein, from the date of issue of this
warrant (the
"Warrant") until the fifth (5th) anniversary of the issuance hereof
(the
"Expiration Date"), all or any part of 900,000 fully paid and
non-assessable
shares of common stock, par value $0.001 per share (the "Common
Stock") of the
Company, upon surrender hereof, with the exercise form annexed
hereto duly
completed and executed, at the office of the Company and upon
simultaneous
payment therefore in cash or by certified or official bank check,
payable to the
order of the Company, at a per share exercise price ("Exercise
Price") of $0.45,
subject to adjustment as provided herein.
1. RESTRICTION ON TRANSFER. No resale of the Warrant or of any of
the
shares of Common Stock underlying the exercise of the Warrant (the
"Underlying
Stock") will be made unless such resale is registered pursuant to a
registration
statement filed by the Company with the Securities and Exchange
Commission (the
"Commission") or an exemption from registration under the
Securities Act of
1933, as amended (the "Securities Act"). By acceptance of this
agreement, the
Holder agrees, for itself and all subsequent holders, that prior to
making any
disposition of the Warrant or of any Underlying Stock, the Holder
shall give
written notice to the Company describing briefly the proposed
disposition; and
no such disposition shall be made unless and until (i) the Company
has notified
the Holder that, in the opinion of counsel satisfactory to it, no
registration
or other action under the Securities Act is required with respect
to such
disposition (which opinion may be conditioned upon the transferee's
assuming the
Holder's obligation hereunder); or (ii) a registration statement
under the
Securities Act has been filed by the Company and declared effective
by the
Commission or other such similar action has been taken.
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2. EXPIRATION OF WARRANT. Unless this Warrant and the Exercise
Price
are tendered as herein provided before the close of business on the
Expiration
Date, this Warrant will become wholly void and all rights and
obligations set
forth herein shall expire and terminate.
3. PARTIAL EXERCISE. If this Warrant is exercised for less than all
the
shares that may be purchased upon the exercise hereof, this Warrant
shall be
surrendered by the Holder and replaced with a new warrant of like
tender in the
name of the Holder providing for the right to purchase the number
of shares of
Underlying Stock as to which this Warrant has not yet been
exercised.
4. CASHLESS EXERCISE. The Holder may exercise the Warrant, in whole
or
in part, without payment of the exercise price in cash by
surrendering such
Warrant and, in exchange therefor, receiving such number of
Underlying Shares
multiplied by the Cashless Exercise Ratio (as defined below). The
"Cashless
Exercise Ratio" shall equal a fraction, the numerator of which is
the excess of
the "Fair Market Value" (Fair Market Value on a given date means
the average of
the high and low price of a share of Common Stock, as reported by
the principal
national securities exchange or other trading system on which the
Common Stock
is traded, or, if no such prices are available, as mutually agreed
upon by the
Holder and the Company) per share of Common Stock on the date of
exercise over
the exercise price per share of Common Stock as of the date of
exercise and the
denominator of which is the Fair Market Value per share of Common
Stock on the
date of exercise. All provisions of this Agreement shall be
applicable with
respect to a Cashless Exercise of a Warrant for less than the full
number of
Underlying Stock represented thereby. In the event of an exercise
of a Warrant
for less than all the Underlying Stock (after giving effort to the
Cashless
Exercise) the Company shall promptly issue a Warrant representing
the right to
purchase the balance of such Underlying Shares containing the same
terms and
provisions as are contained in this Warrant.
5. ADJUSTMENTS.
The Exercise Price and the number of shares of
Underlying Stock of the Company issuable pursuant to such exercise
is subject to
adjustment as follows:
(a) In case the Company shall at any time declare a stock
dividend or stock split on the outstanding shares of Common Stock
in shares of
its Common Stock, then the Exercise Price and number of shares of
Underlying
Stock shall be proportionately adjusted so that the Holder shall be
entitled to
receive the aggregate number and kind of shares which it would have
been
entitled to receive by virtue of such dividend if such Warrant had
been
exercised immediately prior to such time.
(b) In case the Company shall at any time subdivide or combine
the outstanding shares of the Common Stock, the Exercise Price,
initial or
adjusted, in effect immediately prior to such subdivision or
combination shall
forthwith be proportionately decreased in the case of subdivision
or increased
in the case of combination.
(c) In case of any capital reorganization, sale of
substantially all the assets of the Company, or any
reclassification of the
shares of Common Stock of the Company, or in case of any
consolidation with or
merger of the Company into or with another corporation, then as a
part of such
reorganization sale reclassification, consolidation or merger, as
the case may
be, provision shall be made so that the registered owner of the
Warrant
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evidenced hereby shall have the right thereafter to receive upon
the exercise
thereof the kind and amount of shares of stock or other securities
or property
which it would have been entitled to receive if immediately prior
to such
reorganization, reclassification, consolidation or merger, it had
held the
number of shares of Underlying Stock which were then issuable upon
the exercise
of the Warrant evidenced hereby, to the end that the provisions set
forth herein
(including provisions with respect to adjustments of the Exercise
Price) shall
thereafter be applicable, as nearly as reasonably may be, in
relation to any
shares of stock or other property thereafter deliverable upon the
exercise of
this Warrant.
(d) If the Company at any time makes any spin-off, split-off,
or distribution of assets upon or with respect to its Common Stock,
as a
liquidating or partial liquidating dividend, spin-off, or by way of
return of
capital, or other than as dividend payable out of earnings or any
surplus
legally available for dividends, the Holder then outstanding shall,
upon the
exercise of this Warrant, receive, in addition to the shares of
Common Stock
then issuable on exercise of this Warrant, the amount of such
assets (or, at the
option of the Company, a sum equal to the value thereof at the time
of the
distributions) which would have been payable to the Holder had it
exercised this
Warrant immediately prior to the record date for such
distribution.
(e) When any adjustment is required to be made to the Exercise
Price, the number of shares of Common Stock issuable shall be
determined as
provided for in paragraph (f) hereof. No fractional shares of
Common Stock shall
be issued upon the exercise of this Warrant. The Company shall
round all
fractional shares up to the next whole share.
(f) Whenever the Exercise Price is adjusted as provided above,
the number of shares of Underlying Stock immediately prior to such
adjustment
shall be increased, effective simultaneously with such adjustment,
by a number
of shares of Common Stock computed by multiplying such number of
shares of
Common Stock by a fraction, the numerator of which is the Exercise
Price in
effect immediately prior to such adjustment and the denominator of
which is the
Exercise Price in effect upon such adjustment, and the number of
shares of
Underlying Stock arrived at by making said computation shall be
added to the
number of shares of Underlying Stock immediately prior
