PLATINA ENERGY GROUP INC.
a
Delaware Corporation
WARRANT
CERTIFICATE
WARRANT
NUMBER E - 001NUMBER OF WARRANTS: 500,000
CLASS
“D” WARRANT CERTIFICATE FOR THE PURCHASE OF
SHARES
OF
THE $.001 PAR VALUE COMMON STOCK OF
PLATINA
ENERGY GROUP, INC.
THE
ISSUE OF THESE WARRANTS HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR
SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR
OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE
STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS
COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER OF THESE
WARRANTS IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH
STATE STATUTES.
FOR VALUE RECEIVED, Platina
Energy Group, Inc. (the “Company”), a Delaware
corporation, hereby certifies that UTEK Corporation,
a Delaware corporation, the registered holder hereof, or
registered assigns, (the “Holder”) subject to the
terms and conditions hereinafter set forth and at any time
during the period beginning from the date hereof and ending
5:00 PM MST March 31, 2010, is entitled to:
1. Purchase
shares of the Common Stock of the Company for each of the
within Warrants exercised at a price of $.50 per share of
such Common Stock (the “Warrant
Price”).
2. Upon
exercise of these Warrants, the registered Holder hereof
shall surrender to the stock transfer agent of the Company
this Warrant Certificate together with the form of
subscription attached hereto and a certified check or bank
draft payable to the order of the Company.
3. In
the exercise of the Warrants no fractional shares the Common
Stock of the Company shall be issued.
4. The
Company covenants and agrees that shares of Common Stock
which may be delivered upon the exercise of this Warrant
will, upon delivery, be free from all taxes, liens and
charges with respect to the purchase thereof hereunder. This
Warrant shall not be exercised by Holder in any state where
such exercise would be unlawful such as a state in which the
Company’s Common Stock is not registered or qualified
as the case requires.
5. The
Company agrees at all times to reserve or hold available a
sufficient number of shares of its Common Stock to cover the
number of shares issuable upon the exercise of this and all
other Warrants of like tenor then outstanding.
6. This
Warrant does not entitle the Holder to any voting rights or
other rights as a shareholder of the Company, or to any other
rights whatsoever except the rights herein set forth, and no
dividend shall be payable to accrue in respect to this
Warrant or the interest represented hereby, or the shares
which may be acquired hereunder, until or un
