Exhibit
4.3
THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
EVOLUTION RESOURCES, INC.
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No.:
HMF-_______________
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Number of shares: _____________
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Date
of Issuance: July ___, 2009
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FOR VALUE RECEIVED, the undersigned,
Evolution Resources, Inc., a Nevada corporation (together with its
successors and assigns, the “ Issuer ”), hereby
certifies that or its registered assigns is entitled to subscribe
for and purchase, during the Term (as hereinafter defined), up to
One Million (1,000,000) shares (subject to adjustment as
hereinafter provided) of the duly authorized, validly issued, fully
paid and non-assessable Common Stock of the Issuer, at an exercise
price per share equal to the Warrant Price then in effect, subject,
however, to the provisions and upon the terms and conditions
hereinafter set forth. Capitalized terms used in this Warrant and
not otherwise defined herein shall have the respective meanings
specified in Section 9 hereof.
1.
Term . The term of this Warrant shall commence on July __,
2009 and shall expire at 6:00 p.m., Eastern Time, on July __, 2014
(such period being the “ Term ”).
2.
Method of Exercise; Payment; Issuance of
New Warrant; Transfer and Exchange.
(a)
Time of Exercise
. The purchase rights represented by this
Warrant may be exercised in whole or in part during the
Term.
(b)
Method of Exercise
. The Holder hereof may exercise this
Warrant, in whole or in part, by the surrender of this Warrant
(with the exercise form attached hereto duly executed) at the
principal office of the Issuer, and by the payment to the Issuer of
an amount of consideration therefor equal to the Warrant Price in
effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then
being exercised, payable at such Holder’s election (i) by
certified or official bank check or by wire transfer to an account
designated by the Issuer, (ii) by “cashless exercise”
in accordance with the
provisions of subsection (c) of this
Section 2, but only when a registration statement under the
Securities Act providing for the resale of the Warrant Stock is not
then in effect, or (iii) by a combination of the foregoing methods
of payment selected by the Holder of this Warrant.
(c)
Cashless Exercise
. If (i) the Per Share Market Value of
one share of Common Stock is greater than the Warrant Price (at the
date of calculation as set forth below) and (ii) a registration
statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect, the Holder may exercise this
Warrant by a cashless exercise and shall receive the number of
shares of Common Stock equal to an amount (as determined below) by
surrender of this Warrant at the principal office of the Issuer
together with the properly endorsed Notice of Exercise in which
event the Issuer shall issue to the Holder a number of shares of
Common Stock computed using the following formula:
