Unassociated Document


    
       

      Exhibit
10.42

       

      WARRANT

       

      
        	
                CLEAR
      SKIES SOLAR, INC.

              
	
                No.
      D-1

              	 
      	
                1,000,000
      Shares

              


      

      


      WARRANT TO PURCHASE COMMON
STOCK

       

      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, CLEAR SKIES SOLAR, INC., a Delaware corporation (the “Company”), hereby
agrees to sell upon the terms and on the conditions hereinafter set forth, at
any time and from time to time but no later than 5:30 p.m., Eastern Time, on the
Expiration Date (as hereinafter defined), to KIM DAVIS, or registered assigns
(the “Holder”),
under the terms as hereinafter set forth, ONE MILLION (1,000,000) fully paid and
non-assessable shares of the Company’s common stock, par value $0.001 per share
(the “Warrant
Shares”), at a purchase price equal to $0.25 per share (the “Warrant Price”),
pursuant to this warrant (this “Warrant”). The number
of Warrant Shares to be so issued and the 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 surrendering this
Warrant to the Company at the address set forth in Section 10, together with the
form of exercise attached hereto duly executed by the Holder, accompanied by
cash, certified check or bank draft in payment of the Warrant Price, in lawful
money of the United States of America, for the number of Warrant Shares
specified in such form of exercise, or as otherwise provided in this Warrant, at
any time and from time to time prior to 5:30 p.m., Eastern Time, on May 6, 2010
(the “Expiration
Date”).

       

      (b)           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 Common
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 Warrant Shares as to which this Warrant has not
been exercised, which new Warrant shall be signed by the Chief Executive
Officer, President or any other executive officer of the Company.  The
term Warrant as used herein shall include any subsequent Warrant issued as
provided herein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           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.

       

      (d)           In
the event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the Warrant Shares so purchased, registered in
the name of the Holder, together with any other stock or other securities or
property to which the Holder is entitled pursuant to Section 5 or otherwise,
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 Shares 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; provided, however, that the
Company shall not be required to pay any tax that may be payable in respect of
any issuance and delivery of Warrant Shares to any Person other than the Holder
or with respect to any income tax due by the Holder with respect to any Warrant
Shares. “Person” shall mean
any natural person, corporation, division of a corporation, partnership, limited
liability company, trust, joint venture, association, company, estate,
unincorporated organization or government or any agency or political subdivision
thereof.

       

      
        	
                 
      

              	
                2.

              	
                Disposition of Warrant
      Shares and Warrant.

              


      

       

      (a)           The
Holder hereby acknowledges that this Warrant and any Warrant Shares purchased
pursuant hereto are, as of the date hereof, not registered: (i) under 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 Shares 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.

       

      
        
          
          

        

        
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      The
Holder hereby agrees that it will not sell or transfer all or any part of this
Warrant and/or the Warrant Shares, except pursuant to an effective registration
statement under the Act, 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 of counsel for the Company, which the Company shall obtain at its
own expense, 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 a legend 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.”

       

      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 Warrant Price
therefor, 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 an appropriate instrument of assignment 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, in the case of any partial
transfer, a new Warrant in the name of the Holder with respect to the portion
not transferred) 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.

       

      
        
          
          

        

        
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                5.

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

              


      

       

      (a)           Stock Dividends and
Splits.  If the Company, at any time while this Warrant is
outstanding: (i) pays a stock dividend or otherwise makes a distribution on
shares of its common stock or any other equity or equity equivalent securities
payable in shares of common stock (“Common Stock Equivalent”), (ii) subdivides
outstanding shares of common stock into a larger number of shares, (iii)
combines (including by way of reverse stock split) outstanding shares of common
stock into a smaller number of shares, or (iv) issues by reclassification of
shares of the common stock any shares of capital stock of the Company, then in
each case the Warrant Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of common stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the
denominator shall be the number of shares of common stock outstanding
immediately after such event and the number of shares issuable upon exercise of
this Warrant shall be proportionately adjusted. Any adjustment made pursuant to
this Section 5(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.

       

      (b)           Voluntary Adjustment By the
Company. The Company may at any time during the term of this Warrant
reduce the then current Warrant Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.

       

      (c)           Deferral and Cumulation of
De Minimis Adjustments. 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.

       

      
        	
                 
      

              	
                6.

              	
                Notice to
      Holder.

              


      

       

      (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;

       

      
        
          
          

        

        
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      (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 Person, or any conveyance of all or substantially all of the assets of
the Company to another Person; or

       

      (iii)           of
any voluntary or involuntary 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 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, liquidation or winding-up.  Such
notice shall be mailed at least twenty (20) days prior to the record date
therein specified, or if no record date shall have been specified therein, at
least twenty (20) days prior to the date of such action, 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 Warrant Shares purchasable upon exercise of this Warrant
after giving effect to such adjustment, and shall promptly cause copies of such
certificate to be mailed (by first class mail, postage prepaid) to the Holder of
this Warrant.

       

      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
hereof, the Company will execute and deliver in lieu hereof, 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, postage prepaid, or nationally recognized overnight delivery service,
to the Company at its principal executive offices: 200 Old Country Road, Suite
610, Mineola, New York 11501, Attention: Ezra Green, or to the Holder at the
name and address set forth in the Warrant Register maintained by the
Company.

       

      
        
          
          

        

        
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      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 Company and the Holder, by its acceptance hereof,
hereby agree that any dispute which may arise between them arising out of or in
connection with this Warrant shall be adjudicated before a court located in New
York County, New York, and they hereby submit to the exclusive jurisdiction of
the federal and state courts of the State of New York located in New York County
with respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising out of
this Warrant or any acts or omissions relating to the sale of the securities
hereunder, and consent to the service of process in any such action or legal
proceeding by means of registered or certified mail, return receipt requested,
postage prepaid, in care of the address set forth herein or such other address
as either party shall furnish in writing to the other.

       

      [Signature
Page Follows]

       

      
        
          
          

        

        
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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 May, 2009.

       

      
        
          	 	CLEAR SKIES SOLAR,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name:  Ezra
      Green	 
	 	 	Title:  Chief
      Executive Officer	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
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      FORM
OF EXERCISE

      


      
        	
                To:

              	
                Clear
      Skies Solar, Inc.

              


      

      200 Old
Country Road, Suite 610

      Mineola,
New York 11501

      Attn:  Ezra
Green

      


      1.           The
undersigned hereby elects to purchase ________ Warrant Shares pursuant to the
terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.

       

      2.           Payment
shall take the form of lawful money of the United States.

       

      3.           Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

      
        
          	 
      


        

      

       

      4.           The
Warrant Shares shall be delivered to the following DWAC Account Number, if
permitted, or by physical delivery of a certificate to:

      
         

        
          
            	 
      
	 


          

        

        
        

      

       

      5.           The
undersigned is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended.

      


      


      [SIGNATURE
OF HOLDER]

      
         

        
          
            
              	Name
      of Investing Entity or Person:	                                              
       


            

          

          
             

            
              
                
                  	Signature of
      Authorized Signatory of Investing Entity:	          
       


                

              

                                                                                   

            

          

        

      

      
        
          
            
              	Name
      of Authorized Signatory: 	               
       


            

          

          
             

            
              
                
                  	Title
      of Authorized Signatory:	                      
       


                

              

              
                 

                
                  
                    
                      	Date:	                     
       


                    

                  

                    

                

              

            

          

        

      

      
        
          
          

        

        
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      ASSIGNMENT
FORM

       

      (To
assign the foregoing warrant, execute this form and supply required
information.

      Do NOT
use this form to exercise the warrant.)

       

       

           FOR
VALUE RECEIVED, all of or             _____   
shares of the foregoing Warrant and all rights evidenced thereby are hereby
assigned to                                         
  whose address is                                                                   

       

      Dated:   ,         

       

      
        
          	Holder’s Name: 	        
       


        

      

       

      
        
          
            	Holder’s Signature:  	                       
       


          

        

        
           

          
            
              
                	Name
      and Title of Signatory:   	                  
       


              

            

          

        

         

        
          
            
              	Holder’s Address:  	             
       


            

          

          
             

            
              
                
                  	Signature Guaranteed: 	               
       


                

              

                       

            

          

        

      

      NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.

       

      
        
          
          

        

        
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