<PAGE>
Exhibit 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS
AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT
AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT
TO
RESTRICTIONS ON RESALE AND MAY NOT BE RESOLD EXCEPT AS PERMITTED
UNDER THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
SERIES 2009B WARRANT
Smoky Market Foods,
Inc.
Dated: May 29, 2009
1,852,500 Shares of Common
Stock
Warrant 2009B No. 1
This certifies
that 70 LIMITED LLC or its permitted transferee (such
person or any such permitted transferee is sometimes herein called
the "HOLDER")
is entitled to purchase from Smoky Market Foods, Inc., a Nevada
corporation (the
"COMPANY"), at the price and during the period as hereinafter
specified, up to
1,852,500 shares (the "SHARES") of common stock, $.001 par value of
the Company
(the "COMMON STOCK"), at a purchase price of $0.15 per share,
subject to
adjustment as described below (as so adjusted from time to time,
the "EXERCISE
PRICE"), at any time until the Expiration Date (as defined
below).
1. EXERCISE. The rights represented by this Warrant (this
"WARRANT") shall be
exercisable at the Exercise Price, and during the periods as
follows:
(a) At any time
and from time to time between the date hereof and May
29, 2014 (the "EXPIRATION DATE") inclusive, the Holder shall have
the right to
purchase all or any portion of the Shares at the Exercise
Price.
(b) After the
Expiration Date, the Holder shall have no right to
purchase all or any portion of the Shares hereunder.
2. PAYMENT FOR SHARES; ISSUANCE OF CERTIFICATES; NET EXERCISE.
(a) The rights
represented by the Warrant may be exercised at any time
within the periods above specified, in whole or in part, by (i) the
surrender of
the Warrant (with the purchase form at the end hereof properly
executed) at the
principal executive office of the Company (or such other office or
agency of the
Company as it may designate by notice in writing to the Holder at
the address of
the Holder appearing on the books of the Company) and (ii) payment
to the
Company of the Exercise Price for the number of Shares specified in
the
above-mentioned purchase form together with applicable stock
transfer taxes, if
any. The Warrant shall be deemed to have been exercised, in whole
or in part to
the extent specified, immediately prior to the close of business on
the date the
Warrant is surrendered and payment is made in accordance with the
foregoing
provisions of this Section 2, and the person or persons in whose
name or names
the certificates for the Shares shall be issuable upon such
exercise shall
become the holder or holders of record of such Shares at that time
and date. The
Shares and the certificates for the Shares so purchased shall be
delivered to
the Holder within a reasonable time, not exceeding five (5)
business days, after
the rights represented by this Warrant shall have been so
exercised.
1
<PAGE>
(b) [THIS SECTION
WILL BE INCLUDED, OR EXCLUDED, AT THE OPTION THE
HOLDER] Notwithstanding anything to the contrary contained in
Section 2(a), the
Company shall not effect any exercise of this Warrant, and the
Holder shall not
have the right to exercise any portion of this Warrant, pursuant to
Section 2(a)
or otherwise, to the extent that after giving effect to such
issuance after
exercise, the Holder (together with the Holder's affiliates) would
beneficially
own in excess of 9.99% of the number of shares of the Common Stock
outstanding
immediately after giving effect to such issuance. For purposes of
the foregoing
sentence, the number of shares of Common Stock beneficially owned
by the Holder
and its affiliates shall include the number of shares of Common
Stock issuable
upon exercise of this Warrant with respect to which the
determination of such
sentence is being made, but shall exclude (i) the number of shares
of Common
Stock which would be issuable upon (A) exercise of the remaining,
nonexercised
portion of this Warrant or any other warrant or capital shares
equivalents
beneficially owned by the Holder or any of its affiliates and (B)
payment by the
Company in shares of Common Stock of the principal of, or interest
on, any
debentures held by the Holder or its affiliates, and (ii) dividends
on any
securities, or exercise or conversion of the unexercised or
nonconverted portion
of any other securities of the Company subject to a limitation on
conversion or
exercise analogous to the limitation contained herein beneficially
owned by the
Holder or any of its affiliates. Except as set forth in the
preceding sentence,
for purposes of this Section 2(b), beneficial ownership shall be
calculated in
accordance with Section 13(d) of the Exchange Act. (To the extent
that the
limitation contained in this Section 2(b) applies, the
determination of whether
this Warrant is exercisable (in relation to other securities owned
by the
Holder, together with any of its Affiliates) and of which portion
of this
Warrant is exercisable shall be in the sole discretion of such
Holder, and the
submission of a Notice of Exercise shall be deemed to be such
Holder's
determination of whether this Warrant is exercisable (in relation
to other
securities owned by such Holder, together with any of its
Affiliates) and of
which portion of this Warrant is exercisable, in each case subject
to such
aggregate percentage limitation.) To ensure compliance with this
restriction,
the Holder will be deemed to represent to the Company each time it
delivers a
Notice of Exercise that such Notice of Exercise has not violated
the
restrictions set forth in this paragraph and the Company shall have
no
obligation to verify or confirm the accuracy of such determination.
For purposes
of this Section 2(b), in determining the number of outstanding
shares of Common
Stock, the Holder may rely on the number of outstanding shares of
Common Stock
as reflected in the most recent of the following: (x) the Company's
Form 10-K,
Form 10-Q or any Form 8-K reporting the total number of outstanding
shares of
Common Stock, (y) a public announcement by the Company or (z) any
other notice
by the Company or the Company's Transfer Agent setting forth the
number of
shares of Common Stock outstanding. Upon the written or oral
request of the
Holder, the Company shall within two trading days confirm orally
and in writing
to the Holder the number of shares of Common Stock then
outstanding. In any
case, the number of outstanding shares of C
