EXHIBIT 4.1
THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
PSI CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON
STOCK
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No. CW [____]
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July 14, 2009
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Void After July 15,
2029
T HIS C ERTIFIES T HAT , for value received, Mark Mollo, with its principal
office at____________________, or assigns (the “
Holder ” or “ Purchaser ”), is
entitled to subscribe for and purchase at the Exercise Price
(defined below) from E
VOLUTION R
ESOURCES ,
I
NC. , a Nevada corporation,
(the “ Company ”), the Exercise Shares (as
defined below), at any time or from time to time during the
Exercise Period (as defined below), upon surrender to the Company
at its principal office (or at such other location as the Company
may advise the Holder in writing) of this Warrant properly
endorsed, together with the completed and executed Subscription
Form attached hereto and, if applicable, upon payment in cash or by
check of the aggregate Exercise Price for the number of shares for
which this Warrant is being exercised determined in accordance with
the provisions hereof. The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment as provided in
Section 4 of this Warrant.
This Warrant is subject to the following
terms and conditions:
1.
D EFINITIONS . As used herein, the following terms shall
have the respective meanings set forth below:
“ Expiration Date ”
and/or “ Exercise Period ” shall mean twenty
years from the date of this Warrant,
“ Exercise Price ”
shall mean, subject to adjustment pursuant to Section 4 below, the
price per share shall be $7.00.
“ Exercise Shares ”
shall mean, 1,150,000 shares of common stock of the
Company.
2.
E
XERCISE of
W
ARRANT .
This Warrant is exercisable at the option
of the holder of record hereof, at any time or from time to time
during the Exercise Period for all or any part of the Exercise
Shares (but not for a fraction of a share) which may be purchased
hereunder. Upon the exercise of the rights represented by
this Warrant, a certificate or certificates for the Exercise Shares
so purchased, registered in the name of the Holder or persons
affiliated with the Holder, if the Holder so designates, shall be
issued and delivered to the Holder within a reasonable time after
the rights represented by this Warrant shall have been so
exercised. In case of a purchase of less than all the shares
which may be purchased under this Warrant, the Company shall
cancel
this Warrant and execute and deliver a
new Warrant or Warrants of like tenor for the balance of the shares
purchasable under the Warrant surrendered upon such purchase to the
Holder hereof within a reasonable time. The person in whose
name any certificate or certificates for Exercise Shares are to be
issued upon exercise of this Warrant shall be deemed to have become
the holder of record of such shares on the date on which this
Warrant was surrendered and payment of the Exercise Price was made,
irrespective of the date of delivery of such certificate or
certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on
which the stock transfer books are open.
3.
S HARES TO BE F ULLY P AID ; R ESERVATION OF S HARES. The Company covenants and agrees that the
Exercise Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable and free
from all preemptive rights of any shareholder and free of all
taxes, liens and charges with respect to the issuance thereof.
The Company further covenants and agrees that during the
Exercise Period, the Company will at all times have authorized and
reserved, for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number
of shares of authorized but unissued shares of Common Stock when
and as required to provide for the exercise of the rights
represented by this Warrant, and the Company will take all such
action as may be necessary to assure that such shares of Common
Stock may be issued as provided herein without violation of any
applicable law or regulation. The Company will not take any
action which would result in any adjustment of the Exercise Price
(i) if the total number of shares of Common Stock issuable
after such action upon exercise of all outstanding warrants,
together with all shares of Common Stock then outstanding and all
shares of Common Stock then issuable upon exercise of all options
and upon the conversion of all convertible securities then
outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company’s Articles of
Incorporation, or (ii) if the total number of shares of Common
Stock issuable after such action upon the conversion of all such
shares of Common Stock, together with all shares of Common Stock
then outstanding and all shares of Common Stock then issuable upon
exercise of all options and upon the conversion of all convertible
securities then outstanding would exceed the total number of shares
of Common Stock then authorized by the Company’s Articles of
Incorporation.
4.
A DJUSTMENT OF E XERCISE P RICE AND N UMBER OF S HARES. The Exercise Price and the number of shares
purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events
described in this Section 4. Upon each adjustment of the
Exercise Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior
to such adjustment, and dividing the product thereof by the
Exercise Price resulting from such adjustment.
4.1
Issuance of Rights or
Options. If the Company
in any manner issues or grants any warrants, rights or options,
whether or not immediately exercisable, to subscribe for or to
purchase Common Stock or other securities convertible into or
exchangeable for Common Stock (“Convertible
Securities”) (such warrants, rights and options to purchase
Common Stock or Convertible Securities are hereinafter referred to
as “Options”) and the price per share for which Common
Stock is issuable upon the exercise of such Options is less than
the Exercise Price on the date of issuance or grant of such
Options, then the Exercise Price shall be immediately adjusted and
deemed to have been issued and sold by the Company for such
price
2.
per share. For purposes of the
preceding sentence, the “price per share for which Common
Stock is issuable upon the exercise of such Options” is
determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the issuance or
granting of all such Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
exercise of all such Options, plus, in the case of Convertible
Securities issuable upon the exercise of such Options, the minimum
aggregate amount of additional consideration payable upon the
conversion or exchange thereof at the time such Convertible
Securities first become convertible or exchangeable, by (ii) the
maximum total number of shares of Common Stock issuable upon the
exercise of all such Options (assuming full conversion of
Convertible Securities, if applicable). For the purposes of
this Section 4.1, the following issuances will not trigger a
reduction in the Exercise Price: (i) any Options granted to
employees as part of an employee incentive plan approved by the
Company’s Board of Directors, (ii) any Options associated
with the Company’s 14% Convertible Subordinated Notes due
2011, or (iii) any Options associated with the Company’s 14%
Secured Promissory Notes due 2008.
4.2
Subdivision or Combination of
Stock . In case the
Company shall at any time subdivide its outstand
