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EXHIBIT
4.5
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE 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.
Issue
Date: November 12, 2007
WARRANT
TO PURCHASE COMMON STOCK OF
Mountains
West Exploration, Inc.,
(a
New Mexico corporation)
This
is to certify that ______________________ 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 of
$0.80 per share of Common Stock to be issued
hereunder.
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.”
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 .
And tax or charge is imposed by law upon Holder 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 upon written notice to
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, execute and deliver a new Warrant in identical
form in the name of the assignee named in such instrument of
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 the
loss, theft, destruction, or mutilation of this Warrant, and (in
the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant if mutilated, the Company will execute and will deliver a
new Warrant in identical form. Any
such
new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the
Comp
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