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EXHIBIT
4.4
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAW, AND IN THE ABSENCE OF SUCH REGISTRATION MAY NOT BE SOLD
OR TRANSFERRED UNLESS THE ISSUER OF THIS WARRANT HAS RECEIVED
AN OPINION OF ITS COUNSEL, OR OF COUNSEL REASONABLY
SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL
NOT VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAW.
Warrant
No. _____
Issue
Date: November 5, 2007
WARRANT
TO PURCHASE COMMON STOCK OF
MOUNTAINS
WEST EXPLORATION, INC.
(a
New Mexico corporation)
This
is to certify that ________________ or his, her or its
permitted assigns (“Holder”), is entitled to
purchase, subject to the provisions of this Warrant, from
Mountains West Exploration, Inc., its successors and assigns
(the “Company”), at any time on or after the Issue
Date and for a period of five (5) years after the Issue Date
(the “Exercise Period”), up to _____________
shares of Common Stock (the “Warrant Shares”), for
an exercise price $0.51 per share of Common
Stock.
The
number of shares of Common Stock to be received upon the
exercise of this Warrant and the exercise price to be paid for
a share of Common Stock may be adjusted from time to time as
herein set forth. The exercise price for the shares of Common
Stock in effect at any time is hereinafter sometimes referred
to as the “Exercise Price.”
This
Warrant is one of the Warrants issued pursuant to that certain
Note Purchase Agreement dated as of ______________, 20___ by
and among the Company, the Holder and certain other parties,
as amended, modified or supplemented from time to time (the
“Purchase Agreement”), and capitalized terms not
defined herein shall have the meaning set forth in the
Purchase Agreement. Certain capitalized terms used herein are
defined in Section 8.
1.
Method of Exercise .
Subject to the other provisions of this Warrant, this Warrant may
only be exercised in whole or in part during the Exercise Period by
(i) payment of the Exercise Price by either (A) cash or a certified
or bank check, payable to the order of the Company or (B) a written
notice to the Company that Holder is exercising this Warrant (or
a portion
thereof) by authorizing the Company to withhold from issuance a
number of shares of Warrant Shares issuable upon exercise of this
Warrant which when multiplied by the Market
Price
of the Warrant Shares is equal to the aggregate Exercise Price
(and such withheld shares shall no longer be issuable under
this Warrant), and (ii) presentation and surrender of
this Warrant to the Company with the exercise notice
substantially in the form attached hereto as
Exhibit A duly
executed (the “Exercise Notice”). Upon receipt by the
Company of this Warrant and the Exercise Notice in proper form for
exercise, the Holder shall be deemed to be the Holder of record of
the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.
The Company shall use its best efforts to issue the proper stock
certificate within five (5) business days of receiving all required
documentation. Such stock certificate shall bear such legends as
the Company may deem necessary or appropriate.
2.
Payment of Taxes .
The Company shall pay all expenses in connection with the issue or
delivery of this Warrant, other than any tax or charge imposed by
law upon Holder, in which case such taxes or charges shall be paid
by Holder.
3.
Reservation of Shares .
From and after the date hereof, the Company shall at all times
reserve and keep available for issuance and delivery upon exercise
of this Warrant such number of shares of its Common Stock as shall
be sufficient to permit the exercise in full of this Warrant. All
shares of Common Stock which shall be so issuable, when issued upon
exercise of this Warrant and payment therefor in accordance with
the terms of this Warrant, shall be duly and validly issued and
fully paid and nonassessable.
4.
Fractional Shares .
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 exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current Market Price of a full
share.
5.
Exchange, Assignment or Loss of Warrant .
(a)
Exchange .
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company for
other Warrants in identical form of different denominations
entitling the Holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable
hereunder.
(b)
Assignment .
This Warrant may only be assigned or transferred by the Holder in
accordance with the terms of this Warrant and upon the written
consent of the Company, which shall not be unreasonably withheld;
provided, however, no Holder shall assign or transfer this Warrant
(or any portion hereof) to any Person that competes in whole or in
part with the Company. Any assignment shall be made by surrender of
this Warrant to the Company with the assignment form substantially
in the form attached hereto as
Exhibit B duly
executed (the “Assignment Form”). The Company shall,
within five (5) business days of receipt of the Warrant and
Assignment Form, either (i) consent to such assignment and execute
and deliver a new Warrant in identical form in the name of the
assignee named in such instrument of assignment and this Warrant
shall promptly be canceled, or (ii) notify the Holder that the
Company is withholding its consent to such assignment. This Warrant
may be divided or may be
combined
with other Warrants which carry the same rights upon
presentation hereof at the office of the Company together with
a written notice specifying the names and the denominations in
which new Warrants are to be issued and signed by the Holder
hereof. The term “Warrant” as used herein includes
any Warrants issued in substitution for or replacement of this
Warrant or into which this Warrant may be divided or
exchanged.
(c)
Loss .
Upon receipt by the Company of evidence satisfactory to it of
th
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