f10k2008ex10ix_powersafe.htm


     

    Exhibit
10.9


    
      	 
      	
              WARRANT

            	 
      
	
              NO.  ___

            	
              POWERSAFE
      TECHNOLOGY CORP.

            	
              ________
      Shares

            


    

     

    WARRANT TO PURCHASE COMMON
STOCK AT $0.50

     

    VOID
AFTER 5:30 P.M., EASTERN

    TIME,
ON THE EXPIRATION DATE

     

    THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE
WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

     

    FOR VALUE
RECEIVED, POWERSAFE TECHNOLOGY CORP., a Delaware corporation (the “Company”), hereby
agrees to sell upon the terms and on the conditions hereinafter set forth, but
no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter
defined) to ________________ or registered
assigns (the “Holder”), under the
terms as hereinafter set forth, __________________
(_____________) fully paid and non-assessable shares of the Company’s
Common Stock, par value $0.0001 per share (the “Warrant Stock”), at a
purchase price of FIFTY CENTS ($0.50) per share (the “Warrant Price”),
pursuant to this warrant (this “Warrant”).  The
number of shares of Warrant Stock to be so issued and Warrant Price are subject
to adjustment in certain events as hereinafter set forth.  The term
“Common Stock”
shall mean, when used herein, unless the context otherwise requires, the stock
and other securities and property at the time receivable upon the exercise of
this Warrant.

     

    1. Exercise of
Warrant.

     

    a. The
Holder may exercise this Warrant according to its terms by (i) surrendering this
Warrant, properly endorsed, to the Company at the address set forth in Section
10, (ii) the subscription form attached hereto having then been duly executed by
the Holder (the “Form
of Exercise”), and (iii) payment of the purchase price being made to the
Company for the number of shares of the Warrant Stock specified in the
subscription form, or as otherwise provided in this Warrant, prior to the later
of (i) 5:30 p.m., Eastern Time, on June 30, 2011 or (ii) 30 days after the
Warrant Stock is registered for resale (the “Expiration
Date”).  Such exercise shall be effected by the surrender of
the Warrant, together with a duly executed copy of the Form of Exercise, to
Company at its principal office and (i) the payment to the Company of an amount
equal to the aggregate Warrant Price for the number of shares of Warrant Stock
being purchased in cash, certified check or bank draft or (ii) by surrendering
such number of shares of Warrant Stock received upon exercise of this Warrant
with a Fair Market Value (as defined below) equal to the aggregate Warrant Price
for the Warrant Stock being purchased (a “Cashless
Exercise”).

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

     

    b. If the
Holder elects the Cashless Exercise method of payment, the Company shall issue
to the Holder a number of shares of Warrant Stock determined in accordance with
the following formula:

     

    


                                             X           =            Y(A - B)

                                                                               A

    


                  with:                 
X =      the number of shares of Warrant Stock to be
issued to the Holder;

    


    
                                              
Y =      the
number of shares of Warrant Stock with respect to which the Warrant is being
exercised;

    

    


    
                                              
A =     the fair
value per share of Common Stock on the date of exercise of this Warrant;
and

    

    


    B
=      the then-current Warrant Price of the
Warrant

    


    For the
purposes of this Section 1(b), “fair value” per share of Common Stock shall mean
(A) the average of the closing sales prices, as quoted on the primary national
or regional stock exchange on which the Common Stock is listed, or, if not
listed, the OTC Bulletin Board if quoted thereon, on the ten (10) trading days
immediately preceding the date on which the Form of Exercise is deemed to have
been sent to the Company, or (B) if the Common Stock is not publicly traded as
set forth above, as reasonably and in good faith determined by the Board of
Directors of the Company as of the date which the notice of exercise is deemed
to have been sent to the Company.

     

    c. This
Warrant may be exercised in whole or in part so long as any exercise in part
hereof would not involve the issuance of fractional shares of Warrant
Stock.  If exercised in part, the Company shall deliver to the Holder
a new Warrant, identical in form, in the name of the Holder, evidencing the
right to purchase the number of shares of Warrant Stock as to which this Warrant
has not been exercised, which new Warrant shall be signed by the Chairman, Chief
Executive Officer or President and the Secretary or Assistant Secretary of the
Company.  The term Warrant as used herein shall include any subsequent
Warrant issued as provided herein.

     

    d. No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.  The Company shall pay cash in lieu of
fractions with respect to the Warrants based upon the fair market value of such
fractional shares of Common Stock (which shall be the closing price of such
shares on the exchange or market on which the Common Stock is then traded) at
the time of exercise of this Warrant.

     

    e. In the
event of any exercise of the rights represented by this Warrant, a certificate
or certificates for the Warrant Stock so purchased, registered in the name of
the Holder, shall be delivered to the Holder within a reasonable time after such
rights shall have been so exercised.  The person or entity in whose
name any certificate for the Warrant Stock is issued upon exercise of the rights
represented by this Warrant shall for all purposes be deemed to have become the
holder of record of such shares immediately prior to the close of business on
the date on which the Warrant was surrendered and payment of the Warrant Price
and any applicable taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the opening of business on
the next succeeding date on which the stock transfer books are open. The Company
shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common Stock on
exercise of this Warrant.

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    2. Disposition of Warrant Stock
and Warrant.

     

    a. The
Holder hereby acknowledges that this Warrant and any Warrant Stock purchased
pursuant hereto are, as of the date hereof, not registered: (i) under the
Securities Act of 1933, as amended (the “Act”), on the ground
that the issuance of this Warrant is exempt from registration under Section 4(2)
of the Act as not involving any public offering or (ii) under any applicable
state securities law because the issuance of this Warrant does not involve any
public offering; and that the Company’s reliance on the Section 4(2) exemption
of the Act and under applicable state securities laws is predicated in part on
the representations hereby made to the Company by the Holder that it is
acquiring this Warrant and will acquire the Warrant Stock for investment for its
own account, with no present intention of dividing its participation with others
or reselling or otherwise distributing the same, subject, nevertheless, to any
requirement of law that the disposition of its property shall at all times be
within its control.

     

    The
Holder hereby agrees that it will not sell or transfer all or any part of this
Warrant and/or Warrant Stock unless and until it shall first have given notice
to the Company describing such sale or transfer and furnished to the Company
either (i) an opinion, reasonably satisfactory to counsel for the Company, of
counsel (skilled in securities matters, selected by the Holder and reasonably
satisfactory to the Company) to the effect that the proposed sale or transfer
may be made without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative letter from the
Securities and Exchange Commission to the effect that no enforcement action will
be recommended if the proposed sale or transfer is made without registration
under the Act.

     

    b. If, at
the time of issuance of the shares issuable upon exercise of this Warrant, no
registration statement is in effect with respect to such shares under applicable
provisions of the Act, the Company may at its election require that the Holder
provide the Company with written reconfirmation of the Holder’s investment
intent and that any stock certificate delivered to the Holder of a surrendered
Warrant shall bear legends reading substantially as follows:

     

    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF
THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    In
addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby on
its books and records and with those to whom it may delegate registrar and
transfer functions.

     

    3. Reservation of
Shares.  The Company hereby agrees that at all times there
shall be reserved for issuance upon the exercise of this Warrant such number of
shares of its Common Stock as shall be required for issuance upon exercise of
this Warrant.  The Company further agrees that all shares which may be
issued upon the exercise of the rights represented by this Warrant will be duly
authorized and will, upon issuance and against payment of the exercise price, be
validly issued, fully paid and non-assessable, free from all taxes, liens,
charges and preemptive rights with respect to the issuance thereof, other than
taxes, if any, in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed by federal and state
securities laws.

     

    4. Exchange, Transfer or
Assignment of Warrant.  This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company or at the office of its stock transfer agent, if any, for other
Warrants of different denominations, entitling the Holder or Holders thereof to
purchase in the aggregate the same number of shares of Common Stock purchasable
hereunder.  Upon surrender of this Warrant to the Company or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto 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.  This Warrant may be divided or combined with other
Warrants that carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof.

     

    5. Capital
Adjustments.  This Warrant is subject to the following further
provisions:

     

    a. If any
recapitalization of the Company or reclassification of its Common Stock or any
merger or consolidation of the Company into or with a corporation or other
business entity, or the sale or transfer of all or substantially all of the
Company’s assets or of any successor corporation’s assets to any other
corporation or business entity (any such corporation or other business entity
being included within the meaning of the term “successor corporation”) shall be
effected, at any time while this Warrant remains outstanding and unexpired,
then, as a condition of such recapitalization, reclassification, merger,
consolidation, sale or transfer, lawful and adequate provision shall be made
whereby the Holder of this Warrant thereafter shall have the right to receive
upon the exercise hereof as provided in Section 1 and in lieu of the shares of
Common Stock immediately theretofore issuable upon the exercise of this Warrant,
such shares of capital stock, securities or other property as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore issuable upon the exercise of this Warrant had such
recapitalization, reclassification, merger, consolidation, sale or transfer not
taken place, and in each such case, the terms of this Warrant shall be
applicable to the shares of stock or other securities or property receivable
upon the exercise of this Warrant after such consummation.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

     

    b. If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, the number of shares of Warrant Stock
purchasable upon exercise of this Warrant and the Warrant Price shall be
proportionately adjusted.

     

    c. If the
Company at any time while this Warrant is outstanding and unexpired shall issue
or pay the holders of its Common Stock, or 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, then (i) the Warrant Price shall be
adjusted in accordance with Section 5(f) and (ii) the number of shares of
Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the
number of shares of Common Stock that the Holder would have owned immediately
following such action had this Warrant been exercised immediately prior
thereto.

     

    d. If the
Company shall at any time after the date of issuance of this Warrant distribute
to all holders of its Common Stock any shares of capital stock of the Company
(other than Common Stock) or evidences of its indebtedness or assets (excluding
cash dividends or distributions paid from retained earnings or current year’s or
prior year’s earnings of the Company) or rights or warrants to subscribe for or
purchase any of its securities (excluding those referred to in the immediately
preceding paragraph) (any of the foregoing being hereinafter in this paragraph
called the “Securities”), then in each such case, the Company shall reserve
shares or other units of such securities for distribution to the Holder upon
exercise of this Warrant so that, in addition to the shares of the Common Stock
to which such Holder is entitled, such Holder will receive upon such exercise
the amount and kind of such Securities which such Holder would have received if
the Holder had, immediately prior to the record date for the distribution of the
Securities, exercised this Warrant.

     

    e. Except as
otherwise provided herein, whenever the number of shares of Warrant Stock
purchasable upon exercise of this Warrant is adjusted, as herein provided, the
Warrant Price payable upon the exercise of this Warrant shall be adjusted to
that price determined by multiplying such Warrant Price immediately prior to
such adjustment by a fraction (i) the numerator of which shall be the number of
shares of Warrant Stock purchasable upon exercise of this Warrant immediately
prior to such adjustment, and (ii) the denominator of which shall be the number
of shares of Warrant Stock purchasable upon exercise of this Warrant immediately
thereafter.

     

    f. The
number of shares of Common Stock outstanding at any given time for purposes of
the adjustments set forth in this Section 5 shall exclude any shares then
directly or indirectly held in the treasury of the Company.

     

    g. The
Company shall not be required to make any adjustment pursuant to this Section 5
if the amount of such adjustment would be less than one percent (1%) of the
Warrant Price in effect immediately before the event that would otherwise have
given rise to such adjustment.  In such case, however, any adjustment
that would otherwise have been required to be made shall be made at the time of
and together with the next subsequent adjustment which, together with any
adjustment or adjustments so carried forward, shall amount to not less than one
percent (1%) of the Warrant Price in effect immediately before the event giving
rise to such next subsequent adjustment.

     

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    h. Following
each computation or readjustment as provided in this Section 5, the new adjusted
Warrant Price and number of shares of Warrant Stock purchasable upon exercise of
this Warrant shall remain in effect until a further computation or readjustment
thereof is required.

     

    6. Notice to
Holders.

     

    a. In
case:

     

    (i) the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend (other than a cash dividend
payable out of earned surplus of the Company) or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right;

     

    (ii) of any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation with or merger of the Company into another
corporation, or any conveyance of all or substantially all of the assets of the
Company to another corporation; or

     

    (iii) of any
voluntary dissolution, liquidation or winding-up of the Company;

     

    then, and
in each such case, the Company will mail or cause to be mailed to the Holder
hereof at the time outstanding a notice specifying, as the case may be, (i) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any, is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the
time receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution or winding-up.  Such
notice shall be mailed at least thirty (30) days prior to the record date
therein specified, or if no record date shall have been specified therein, at
least thirty (30) days prior to such specified date, provided, however, failure
to provide any such notice shall not affect the validity of such
transaction.

     

    b. Whenever
any adjustment shall be made pursuant to Section 5 hereof, the Company shall
promptly make a certificate signed by its Chairman, Chief Executive Officer,
President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Warrant
Price and number of shares of Warrant Stock purchasable upon exercise of this
Warrant after giving effect to such adjustment, and shall promptly cause copies
of such certificates to be mailed (by first class mail, postage prepaid) to the
Holder of this Warrant.

     

     

    
      
         

      

      
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    7. Loss, Theft, Destruction or
Mutilation.  Upon receipt by the Company of evidence
satisfactory to it, in the exercise of its reasonable discretion, of the
ownership and the loss, theft, destruction or mutilation of this Warrant and, in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
the Company and, in the case of mutilation, upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof, without expense
to the Holder, a new Warrant of like tenor dated the date hereof.

     

    8. Warrant Holder Not a
Stockholder.  The Holder of this Warrant, as such, shall not be
entitled by reason of this Warrant to any rights whatsoever as a stockholder of
the Company.

     

    9. Notices.  Any
notice required or contemplated by this Warrant shall be deemed to have been
duly given if transmitted by registered or certified mail, return receipt
requested, or nationally recognized overnight delivery service, to the Company at its
principal executive offices located at 1400 Coney Island Avenue, Brooklyn, New
York  11230, Attn: Jack Mayer, President, or to the Holder at the name
and address set forth in the Warrant Register maintained by the
Company.

     

    10. Choice of
Law.  THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAW.

     

    11. Jurisdiction and
Venue.  The parties hereby irrevocably consent to the in
personam jurisdiction and venue of in a Rabbinical Court in Brooklyn, New York
under the principal of ZABLU (whereby each party picks one arbitrator and the
two selected arbitrators pick a third arbitrator). If there is any litigation
regarding the arbitration or otherwise relating to this section 11, the parties
hereto irrevocably consent to the jurisdiction of the courts of the State of New
York and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Warrant.  EACH
PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT
OF THIS WARRANT .

     

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    IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
behalf, in its corporate name and by its duly authorized officer, as of this ___
day of _________, 2009.

     

     

     

    POWERSAFE TECHNOLOGY
CORP.

     

    By:
_______________________________

     Name:
Jack N. Mayer

     Title:  President

     

     

    
      
         

      

      
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    FORM OF
EXERCISE

     

    (to be
executed by the registered holder hereof)

     

    The
undersigned hereby exercises the right to purchase _________ shares of common
stock, par value $0.0001 per share (“Common Stock”), of
Powersafe Technology Corp. evidenced by the within Warrant Certificate for a
Warrant Price of $______ per share and herewith makes payment of the purchase
price in full of (i) $__________ in cash or (ii) shares of Common Stock
(pursuant to a Cashless Exercise in accordance with Section
1(b)).  Kindly issue certificates for shares of Common Stock (and for
the unexercised balance of the Warrants evidenced by the within Warrant
Certificate, if any) in accordance with the instructions given
below.

     

     

    Dated:____________________
, 20___ .

     

    


    


    ______________________________

    


    Instructions
for registration of stock

    


    


    _____________________________

               Name
(Please Print)

    


    Social
Security or other identifying Number:

    


    Address:__________________________________

                          City/State
and Zip Code

     
 

    


    Instructions
for registration of certificate representing

    the
unexercised balance of Warrants (if any)

     

    


    _____________________________

    Name
(Please Print)

     
 

    Social
Security or other identifying Number: ___________

    


    Address:____________________________________

                          City,
State and Zip Code

    
 

     

     -9-