Exhibit 10.29
INVESTMENT
WARRANT
WARRANT
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED
OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES
ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION.
October 17,
2007
O2DIESEL
CORPORATION
Warrant for the Purchase of Common
Stock (Void after October 17, 2012)
No. W-
FOR VALUE
RECEIVED, this Warrant is hereby issued by O2DIESEL CORPORATION, a
Delaware corporation with file number 3857061 and publicly traded
on the American Stock Exchange and having its Principal Executive
Offices at 100 Commerce Drive, Suite 301, Newark, Delaware
19713 (the “Company”), to Energenics Holdings Pte Ltd,
a company incorporated in Singapore with registration number
200612991G and having its registered office at 7 Temasek Boulevard,
Suntec City Tower 1 #04-01A, Singapore 038987 (the
“Holder”). Subject to the provisions of this
Warrant, the Company hereby grants to Holder the right to purchase
up to 1,275,510 shares of the Company’s common stock, par
value $.0001 per share (“Common Stock”), at US$0.375
per share (“Exercise Price”).
The Holder agrees
with the Company that this Warrant is issued, and all the rights
hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1.
Exercise of Warrant. Subject to the terms and
conditions set forth herein, the Holder may exercise this Warrant
on or after April 17, 2008, but no later than October 17,
2012. To exercise this Warrant the Holder shall present and
surrender this Warrant to the Company at its principal office, with
the Warrant Exercise Form, attached hereto as Appendix A ,
duly executed by the Holder and accompanied by payment in cash or
by certified check, payable to the order of the Company or by a
wire transfer to the Company, of the aggregate Exercise Price for
the total aggregate number of securities for which this Warrant is
exercised. The Common Stock deliverable upon such exercise,
and as adjusted from time to time, are hereinafter referred to as
“Warrant Stock.”
Upon receipt by the Company of this Warrant,
together with the executed Warrant Exercise Form and payment
of the Exercise Price, if any, for the securities to be acquired,
in proper form for exercise, and subject to the Holder’s
compliance with all requirements of this Warrant for the exercise
hereof, the Holder shall be deemed to be the holder of record of
the
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Warrant Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such securities
shall not then be actually delivered to the Holder; provided,
however, that no exercise of this Warrant shall be effective, and
the Company shall have no obligation to issue any Warrant Stock to
the Holder upon any attempted exercise of this Warrant, unless the
Holder shall have first delivered to the Company, in form and
substance reasonably satisfactory to the Company, appropriate
representations so as to provide the Company reasonable assurances
that the securities issuable upon exercise may be issued without
violation of the registration requirements of the Securities Act
and applicable state securities laws, including without limitation
representations that the exercising Holder is an “accredited
investor” as defined in Regulation D under the Securities Act
and that the Holder is familiar with the Company and its business
and financial condition and has had an opportunity to ask questions
and receive documents relating thereto to his reasonable
satisfaction.
2.
Reservation of Shares. The Company will reserve for
issuance and delivery upon exercise of this Warrant all shares of
Warrant Stock. All such shares shall be duly authorized and,
when issued upon such exercise, shall be validly issued, fully paid
and non-assessable and free of all preemptive rights.
3.
Assignment or Loss of Warrant. Subject to the
transfer restrictions herein (including Section 6), upon
surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form, attached
hereto as Appendix B , duly executed and funds sufficient to
pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be
canceled. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and of reasonably satisfactory indemnification by the
Holder, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver a replacement
Warrant of like tenor and date.
4.
Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity, and the rights of the Holder are
limited to those expressed in this Warrant.
5.
Adjustments.
(a)
Adjustment for Recapitalization. If the Company shall
at any time after the date hereof subdivide its outstanding shares
of Common Stock by recapitalization, reclassification or split-up
thereof, or if the Company shall declare a stock dividend or
distribute shares of Common Stock to its shareholders, the number
of shares of Common Stock subject to this Warrant immediately prior
to such subdivision shall be proportionately increased, and if the
Company shall at any time after the date hereof combine the
outstanding shares of Common Stock by recapitalization,
reclassification or combination thereof, the number of shares of
Common Stock subject to this Warrant immediately prior to such
combination shall be proportionately decreased.
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(b)
Adjustment for Reorganization, Consolidation, Merger, Etc.
If at any time after the date hereof the Company has a
Change in Control, the Holder agrees that, either (a) Holder
shall exercise its purchase right under this Warrant and such
exercise will be deemed effective immediately prior to the
consummation of such Change in Control or (b) if the Holder
elects not to exercise the Warrant, this Warrant will expire upon
the consummation of the Change of Control. For purposes of this
Warrant, a “Change in Control” shall be deemed to occur
in the event of a change in ownership or control of the Company
effected through any of the following transactions: (i)
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