Exhibit 4.1
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT AND ANY STATE SECURITIES LAWS WHICH
MAY BE APPLICABLE. THE COMPANY MAY REQUIRE AN OPINION OF
COUNSEL BEFORE IT EFFECTS ANY TRANSFER ON ITS BOOKS AND RECORDS OF
THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF.
WARRANT TO
PURCHASE
SHARES OF COMMON
STOCK
OF
AMERICAN DG ENERGY
INC.
Key Terms/Definitions :
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“Company”:
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American DG Energy Inc., a Delaware
corporation
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“Holder”:
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Daniel Barnett
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“Common
Stock”:
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Common Stock, $.001 par value per
share of the Company
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Number of shares of Common Stock
issuable on exercise of Warrant (subject to adjustment):
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50,000 shares
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Price paid to purchase
Warrant:
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$10,500
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“Exercise Price” per
share of Common Stock (subject to adjustment):
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$3.00
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“Expiration
Date”:
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February 24, 2012
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THIS IS TO CERTIFY that, for value
received and subject to the provisions hereinafter set forth, that
the Holder, or permitted assigns, is entitled to purchase from the
Company at any time on or after the date hereof and on or before
the Expiration Date the number of shares of Common Stock set forth
in the table above, subject to the terms, provisions and conditions
hereinafter set forth, at the Exercise Price per share.
The Company shall give the Holder
written notice of the pendency of the Expiration Date at least 10
days, but not more than 60 days, prior to the Expiration Date. If
the Company fails to serve the Expiration Notice upon the Holder
within the required time period, the Expiration Date shall be
deemed to have been extended and this Warrant shall continue to be
exercisable by the Holder until 10 days after the Company delivers
a delinquent Expiration Notice to the Holder referencing the new,
extended Expiration Date.
Tender of the price paid to purchase
this Warrant shall be made by delivery of a personal or bank check
payable to the Company or by wire transfer to the Company’s
designated bank account, together with one executed copy of this
Warrant.
SECTION 1.
EXERCISE OF WARRANT
This Warrant may be exercised in
whole or in part at any time by the surrender of this Warrant (with
the subscription form at the end hereof duly completed and
executed) at the principal office of the Company and upon payment
to the Company of the aggregate Exercise Price for the shares being
purchased. Any such payment shall
be by check payable to the order of the
Company. Notwithstanding any other provision hereof, if an
exercise of any portion of this Warrant is to be made in connection
with a public offering or sale of the Company, the exercise of any
portion of this Warrant may, at the election of the Holder, be
conditioned upon the consummation of the public offering or sale of
the Company, in which case such exercise shall not be deemed to be
effective concurrently with the consummation of such
transaction.
If this Warrant is exercised in
respect of less than all of the shares of Common Stock at the time
purchasable hereunder, the Holder shall be entitled to receive a
new Warrant of like tenor to this Warrant covering the number of
shares in respect of which this Warrant shall not have been
exercised.
The Common Stock issuable upon the
exercise of this Warrant shall be deemed to have been issued to the
Holder at the time of such exercise, and the Holder shall be deemed
for all purposes to have become the record holder of the Common
Stock at such time. Certificates for shares of the Common
Stock purchased upon exercise or partial exercise of this Warrant
shall be delivered by the Company to Holder within five business
days after the date of exercise.
This Warrant and all rights and
options hereunder shall expire on the Expiration Date (as the same
may be modified as provided herein), and shall be wholly null and
void to the extent this Warrant is not exercised before it
expires.
SECTION 2.
RESERVATION
The Company will at all times prior
to the Expiration Date reserve and keep available such number of
authorized shares of its Common Stock solely for the purpose of
issuance upon the exercise of the rights represented by this
Warrant as herein provided for, as may at any time be issuable upon
the exercise of this Warrant.
SECTION 3.
STOCK DIVIDENDS, ETC.
The per share Exercise Price and the
number of shares deliverable hereunder shall be adjusted as
hereinafter set forth:
Section 3.1. Stock
Dividends, Subdivisions and Combinations . In case after
the date hereof the Company shall:
(a)
take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend payable in, or other
distribution of, Common Stock, or
(b)
subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or
(c)
combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock,
then the per share Exercise Price shall be
adjusted, for the purpose of preserving the economic value of this
Warrant, to the price determined by multiplying the per share
Exercise Price in effect immediately prior to such subdivision or
combination or the taking of a record of holders in respect of such
payment or distribution, as the case may be (each, a “
Triggering Event ”) by a fraction (i) the
numerator of which shall be the total number of outstanding shares
of Common Stock of the Company immediately prior to such Triggering
Event, and (ii) the denominator of which shall be the total
number of outstanding shares of Common Stock of the Company
immediately after such Triggering Event.
Section 3.2.
Adjustment of Number of Shares Purchasable . Upon each
adjustment of the per share Exercise Price, the number of shares of
Common Stock subsequently purchasable hereunder shall be an
amount
2
equal to the quotient derived by dividing the
aggregate Exercise Price in effect immediately before such
adjustment by the per share Exercise Price in effect immediately
following such adjustment or readjustment.
Section 3.3.
Notice of Adjustments . Whenever the per share
Exercise Price or number of shares deliverable upon exercise of
this Warrant shall be adjusted pursuant to this Section 3, the
Company shall promptly prepare a certificate signed by the
President or a Vice President and by the Treasurer or an Assistant
Treasurer of the Company setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a
description of the basis on which the Board of Directors of the
Company made any determination hereunder), and shall promptly cause
copies of such certificate to be mailed (by first class mail,
postage prepaid) to the Holder.
SECTION 4.
MERGERS, CONSOLIDATIONS, SALES
In the case of any consolidation or
merger of the Company with another entity (regardless of whether
the Company is the surviving entity), or the sale of all or
substantially all of its assets to another entity, or any
reorganization or reclassification of the Common Stock or other
equity securities of the Company, then, as a condition of such
consolidation, merger, sale, reorganization or reclassification,
lawful and adequate provision shall be made whereby the Holder
shall thereafter have the right to receive upon the basis and upon
the terms and conditions specified herein and in lieu of the shares
of Common Stock immediat
