Exhibit 4.1
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT (“PURCHASE AGREEMENT”), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.






Shea Development Corp.
FORM OF COMMON STOCK PURCHASE WARRANT


	
  Number of shares:

  	
  250,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
  February 21, 2012

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
  $1.15

  	
   

  	
   

  
					





Shea Development Corp., a company organized and existing under the laws of the
State of Nevada (the “Company”),
hereby certifies that, for value received,                                                                               ,
or its registered assigns (the “Warrant Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company
250,000 shares (the “Warrant Shares”)
of common stock, $0.001 par value (the “Common Stock”),
of the Company (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”)
at a price of $1.15 per Warrant Share (as adjusted from time to time as
provided in Section 7, per Warrant Share (the “Exercise
Price”), at any time and from time to time from and after the
date thereof and through and including 5:00 p.m. New York City time on February
21, 2012 (or eighteen months of effectiveness of a Registration Statement
subsequent to the issuance herein (such 18 months to be extended by one month
for each month or portion of a month during which a Registration Statement’s
effectiveness has lapsed or been suspended), whichever is longer) (the “Expiration
Date”), and subject to the following terms and conditions:











1.             Registration
of Warrant.  The
Company shall register this Warrant upon records to be maintained by the
Company for that purpose (the “Warrant Register”),
in the name of the record Warrant Holder hereof from time to time.  The Company may deem and treat the registered
Warrant Holder of this Warrant as the absolute owner hereof for the purpose of
any exercise hereof or any distribution to the Warrant Holder, and for all
other purposes, and the Company shall not be affected by notice to the
contrary.


2.             Investment
Representation.  The
Warrant Holder by accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an accredited investor
affiliate for investment purposes and not with the view to any offering or
distribution and that the Warrant Holder will not sell or otherwise dispose of
this Warrant or the underlying Warrant Shares in violation of applicable
securities laws.  The Warrant Holder
acknowledges that the certificates representing any Warrant Shares will bear a
legend indicating that they have not been registered under the United States
Securities Act of 1933, as amended (the “1933 Act”)
and may not be sold by the Warrant Holder except pursuant to an effective
registration statement or pursuant to an exemption from registration
requirements of the 1933 Act and in accordance with federal and state
securities laws.  If this Warrant was
acquired by the Warrant Holder pursuant to the exemption from the registration
requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant
Holder acknowledges and covenants that this Warrant may not be exercised by or
on behalf of a Person during the one year distribution compliance period (as
defined in Regulation S) following the date hereof.  “Person”
means an individual, partnership, firm, limited liability company, trust, joint
venture, association, corporation, or any other legal entity.


3.             Validity
of Warrant and Issue of Shares.  The Company represents and warrants that this
Warrant has been duly authorized and validly issued and warrants and agrees
that all of Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, when issued upon such exercise, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof, excluding income,
transfer and other similar taxes that may become due by Warrant Holder upon the
exercise of the rights represented by this Warrant.  The Company further warrants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved a sufficient
number of Common Stock to provide for the exercise of the rights represented by
this Warrant.


4.                                      Registration
of Transfers and Exchange of Warrants.


a. Subject to compliance with
the legend set forth on the face of this Warrant, the Company shall register
the transfer of any portion of this Warrant in the Warrant Register, upon
surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company at the office specified in or pursuant to
Section 12.  Upon any such registration
or transfer, a new warrant to purchase Common Stock, in substantially the form
of this Warrant (any such new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Warrant 











Holder.  The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such transferee of all of
the rights and obligations of a Warrant Holder of a Warrant.


b.  This
Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the
office of the Company specified in or pursuant to Section 12 for one or more
New Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder.  Any such New Warrant will be dated the date
of such exchange.


5.                                      Exercise
of Warrants.


a.  Upon
surrender of this Warrant with the Form of Election to Purchase attached hereto
duly completed and signed to the Company, at its address set forth in Section
12, and upon payment and delivery of the Exercise Price per Warrant Share
multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash or by
certified or official bank check or checks, to the Company, all as specified by
the Warrant Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 7 business days after the Date of Exercise
[as defined herein]) issue or cause to be issued  and cause to be delivered to or upon the
written order of the Warrant Holder and in such name or names as the Warrant
Holder may designate (subject to the restrictions on transfer described in the
legend set forth on the face of this Warrant), a certificate for the Warrant
Shares issuable upon such exercise, with such restrictive legend as required by
the 1933 Act.  Any person so designated
by the Warrant Holder to receive Warrant Shares shall be deemed to have become
holder of record of such Warrant Shares as of the Date of Exercise of this
Warrant.


b.  A “Date of Exercise” means the date on which
the Company shall have received (i) this Warrant (or any New Warrant, as
applicable), with the Form of Election to Purchase attached hereto (or attached
to such New Warrant) appropriately completed and duly signed, and (ii) payment
of the Exercise Price for the number of Warrant Shares so indicated by the Warrant
Holder to be purchased.


c.  This
Warrant shall be exercisable at any time and from time to time for such number
of Warrant Shares as is indicated in the attached Form of Election To
Purchase.  If less than all of the
Warrant Shares which may be purchased under this Warrant are exercised at any
time, the Company shall issue or cause to be issued, at its expense, a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.


6.             Maximum
Exercise.  Reserved.


7.             Adjustment
of Exercise Price and Number of Shares.  The character of the shares of stock or other
securities at the time issuable upon exercise of this Warrant and the Exercise
Price therefore, are subject to adjustment upon the occurrence of the following
events, and all such adjustments shall be cumulative:











a.             Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc.  The Exercise Price of this Warrant and the
number of shares of Common Stock or other securities at the time issuable upon
exercise of this Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification,
recapitalization or other similar event affecting the number of outstanding shares
of stock or securities.


b.             Adjustment
for Reorganization, Consolidation, Merger, Etc.  In case of any consolidation or merger of the
Company with or into any other corporation, entity or person, or any other
corporate reorganization, in which the Company shall not be the continuing or
surviving entity of such consolidation, merger or reorganization (any such
transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the holder of this Warrant, on exercise hereof at any time
after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in
lieu of the shares of stock or other securities at any time issuable upon the
exercise of the Warrant issuable on such exercise prior to the Effective Date,
the stock and other securities and property (including cash) to which such
holder would have been entitled upon the Effective Date if such holder had
exercised this Warrant immediately prior thereto (all subject to further
adjustment as provided in this Warrant).


c.             Certificate
as to Adjustments.  In
case of any adjustment or readjustment in the price or kind of securities
issuable on the exercise of this Warrant, the Company will promptly give
written notice thereof to the holder of this Warrant in the form of a
certificate, certified and confirmed by the Board of Directors of the Company,
setting forth such adjustment or readjustment and showing in reasonable detail
the facts upon which such adjustment or readjustment is based.


8.             Fractional
Shares.  The Company
shall not be required to issue or cause to be issued fractional Warrant Shares
on the exercise of this Warrant.  The
number of full Warrant Shares that shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the exercise of
this Warrant, the Company shall, at its option, (i) pay an amount in cash equal
to the Exercise Price multiplied by such fraction or (ii) round the number of
Warrant Shares issuable, up to the next whole number.


9.             Sale
or Merger of the Company. 
In the event of a sale of all or substantially all of the assets of the
Company or the merger or consolidation of the Company in a transaction in which
the Company is not the surviving entity, the 4.99% restriction will immediately
be released and the Warrant Holder will have the right to exercise the warrants
concurrent with the sale.


10.          Notice
of Intent to Sell or Merge the Company.  The
Company will give Warrant Holder 45 days notice before the event of a sale of
all or substantially all of the assets of the Company or the merger or
consolidation of the Company in a transaction in which the Company is not the
surviving entity











11.          Issuance of Substitute Warrant.      In
the event of a merger, consolidation, recapitalization or reorganization of the
Company or a reclassification of Company shares of stock, which results in an
adjustment to the number of shares subject to this Warrant and/or the Exercise
Price hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.


12.          Notice.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been given (i) on the
date they are delivered if delivered in person; (ii) on the date initially
received if delivered by facsimile transmission followed by registered or
certified mail confirmation; (iii) on the date delivered by an overnight
courier service; or (iv) on the third business day after it is mailed by
registered or certified mail, return receipt requested with postage and other
fees prepaid as follows:


	
  

  	
  If to the
  Company:

  
	
   

  	
   

  
	
   

  	
  c/o President
  and CEO

  
	
   

  	
  Shea Development
  Corp.

  
	
   

  	
  475 Madison Ave

  
	
   

  	
  Suite 1200

  
	
   

  	
  New York NY
  10022

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  If to the
  Warrant Holder:

  
	
   

  	
  c/o Managing
  Member

  
	
   

  	
  PREMIER RENN US
  EMERGING GROWTH FUND LIMITED

  
	
   

  	
  8080 North
  Central Expressway

  
	
   

  	
  Suite 210 LB59

  
	
   

  	
  Dallas, TX
  75206-1857

  



 


13.                               Miscellaneous.


a.  This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  This Warrant may be amended only in writing
and signed by the Company and the Warrant Holder.


b.  Nothing
in this Warrant shall be construed to give to any person or corporation other
than the Company and the Warrant Holder any legal or equitable right, remedy or
cause of action under this Warrant; this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrant Holder.


c. This Warrant shall be
governed by, construed and enforced in accordance with the internal laws of the
State of New York without regard to the principles of conflicts of law thereof.


d.  The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.











e. In case any one or more of
the provisions of this Warrant shall be invalid or unenforceable in any
respect, the validity and enforceablilty of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the
parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonably substitute therefore, and
upon so agreeing, shall incorporate such substitute provision in this Warrant.


f.  The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
rights of a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holder are limited to those expressed in this Warrant.


[SIGNATURE PAGE FOLLOWS]









IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed by the authorized officer
as of the date first above stated.


	
  Shea Development Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 











FORM  OF 
ELECTION  TO  PURCHASE


(To be executed by
the Warrant Holder to exercise the right to purchase shares of Common Stock
under the foregoing Warrant)


To:  Shea Development Corp.:


In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase                         
shares of Common Stock (“Common Stock”), $0.001 par value, of Shea Development
Corp. and encloses one warrant and $                     
for each Warrant Share being purchased or an aggregate of $                          
in cash or certified or official bank check or checks, which sum represents the
aggregate Exercise Price (as defined in the Warrant) together with any
applicable taxes payable by the undersigned pursuant to the Warrant.


The undersigned
requests that certificates for the shares of Common Stock issuable upon this
exercise be issued in the name of:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please print
  name and address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please insert
  Social Security or Tax Identification Number)

  	
   

  



 


If the number of
shares of Common Stock issuable upon this exercise shall not be all of the
shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please print name
  and address)

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
  Name of Warrant Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (By:)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name:)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Title:)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature must conform in all respects to name of
  Warrant Holder as specified on the face of the Warrant

  
	
   

  	
   

  	
   

  
							



 











[FORM
OF ASSIGNMENT PURSUANT TO SECTION 4(a)]


(To
be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)


	
  FOR VALUE RECEIVED hereby
  sells, assigns and transfers unto

  
	
   

  
	
   

  	
   

  
	
  (Please print name and address of transferee)

  	
   

  



 


this
Warrant Certificate, together with all right, title and interest therein, and
hereby irrevocably constitutes and appoints                                                        
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.


	
  Dated:

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must
  confirm in all respects to name of holder as specified on the face of the
  Warrant Certificate.)

  
	
   

  	
   

  
	
   

  	
   

  	
  (Insert Social
  Security or Other Identifying Number of Assignee).