Exhibit
4.2
COMMON STOCK PURCHASE
WARRANT
Hydrodynex, Inc.
THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH
TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO
BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER'S COUNSEL, IN FORM
ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH
REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT.
THIS CERTIFIES that for
good and valuable consideration received, ____________________, or
a registered assignee (the “Holder”) is entitled, upon
the terms and subject to the conditions hereinafter set forth, to
acquire from HYDRODYNEX, INC., a Nevada corporation (the
“Corporation”) ____________ shares of fully paid and
non-assessable shares, par value $0.001 common stock of the
Corporation (“Warrant Stock”) for $____ per share.
1.
Term of
Warrant .
Subject to the terms and
conditions set forth herein, this Warrant shall be exercisable, in
whole or in part, at any time on or after the date hereof and at or
prior to 11:59 p.m., Pacific Standard Time, on ___________
___, 2011(the “Expiration Time”).
2.
Exercise of
Warrant .
The purchase rights
represented by this Warrant are exercisable by the registered
Holder hereof, in whole, at any time prior to the Expiration Date
by the surrender of this Warrant to the office of the Corporation,
located at 230 Bethany Rd. #128, Burbank, CA, 91504 (or such other
office or agency of the Corporation as it may designate by notice
in writing to the registered Holder hereof at the address of such
Holder appearing on the books of the Corporation). Whereupon
the Holder of this Warrant shall be entitled to receive from the
Corporation a stock certificate in proper form representing the
number of shares of Warrant Stock so purchased.
3.
Issuance of Shares;
No Fractional Shares of Scrip .
Certificates for shares
purchased hereunder shall be delivered to the Holder hereof by the
Corporation's transfer agent at the Corporation's expense within a
reasonable time after the date on which this Warrant shall have
been exercised in accordance with the terms hereof. Each
certificate so delivered shall be in such denominations as may be
requested by the Holder hereof and shall be registered in the name
of such Holder or, subject to applicable laws, such other name as
shall be requested by the Holder. The Corporation hereby
represents and warrants that all shares of Warrant Stock which may
be issued upon the exercise of this Warrant will, upon such
exercise, be duly and validly authorized and issued, fully paid and
non-assessable and free from all taxes, liens and charges in
respect of the issuance thereof other than liens or charges created
by or imposed upon the Holder of the Warrant Stock). The
Corporation agrees that the shares so issued shall be and will be
deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the date on which this
Warrant shall have been surrendered for exercise in accordance with
the terms hereof. No fractional shares or scrip representing
fractional
shares shall be issued
upon the exercise of this Warrant. With respect to any
fraction of a share called for upon the exercise of this Warrant,
an amount equal to such fraction multiplied by the then current
price at which each share may be purchased hereunder shall be paid
in cash to the Holder of this Warrant.
4.
Lock Up, Registration
Rights .
Pursuant to the terms
of the Registration Rights Agreement signed in conjunction with
this Warrant, certain piggy-back registration rights apply to the
Warrant Stock with regard to any registration statement filed by
the Corporation. The Corporation may, at the request of an
underwriter, if any, limit or exclude such Warrant Stock from a
registration statement in connection with a public offering, or
impose on each Holder a so-called “lock up” period in
connection with a public offering, which lock-up period will not
exceed 12 months from the effective date of the registration
statement for such public offering. In addition, the Company
may exclude the Warrant Stock from registration statements filed
pursuant to an acquisition, merger or under Form S-8, and, if such
registration statement includes registrable securities of certain
selling stockholders who purchased such registrable securities in a
previous private placement, the Company may exclude the Warrant
Stock from such registration statement. See the Registration
Rights Agreement for a full description of the piggy-back
registration rights applicable to the Warrant Stock and the
limitations on such rights.
5.
Charges, Taxes and
Expenses .
Issuance of
certificates for shares of Warrant Stock upon the exercise of this
Warrant shall be made without charge to the Holder hereof for any
issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall
be paid by the Corporation, and such certificates shall be issued
in the name of the Holder of this Warrant or in such name or names
as may be directed by the Holder of this Warrant; provided,
however, that in the event certificates for shares of Warrant Stock
are to be issued in a name other than the name of the Holder of
this Warrant, this Warrant when surrendered for exercise shall be
accompanied by an Assignment Form to be provided by the Company
duly executed by the Holder hereof.
6.
No Rights as
Shareholders .
This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a
shareholder of the Corporation prior to the exercise
hereof.
7.
Exchange and
Registry of Warrant .
This Warrant is
exchangeable, upon the surrender hereof by the registered Holder at
the above mentioned office or agency of the Corporation, for a new
Warrant of like tenor and dated as of such exchange. The
Corporation shall maintain at the above-mentioned office or agency
a registry showing the name and address of the registered Holder of
this Warrant. This Warrant may be surrendered for exchange,
transfer or exercise, in accordance with its terms, at such office
or agency of the Corporation, and the Corporation shall be entitled
to rely in all respects, prior to written notice to the contrary,
upon such registry.
8.
Loss, Theft,
Destruction or Mutilation of Warrant .
Upon receipt by the
Corporation of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant and in case of
loss, theft or destruction of indemnity or security reasonably
satisfactory to it, and upon reimbursement to the Corporation of
all reasonable expenses incidental thereto, and upon surrender and
cancellation of this Warrant, if mutilated, the Corporation will
make and deliver a new Warrant of like tenor and dated as of such
cance
