Exhibit 4.5





Exhibit 4.5




Warrant




THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS
(THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED
(WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A
FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY
TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND THE STATE ACTS.




WARRANT TO PURCHASE 350,000 SHARES OF COMMON STOCK



CAPTERRA FINANCIAL GROUP, INC.

(a Colorado Corporation)

Not Transferable or Exercisable Except

Upon Conditions Herein Specified

Void after 5:00 O’Clock p.m.,

Mountain Standard Time, on September 23, 2012




CAPTERRA FINANCIAL GROUP, INC., a Colorado corporation (the “Company”) hereby certifies that
BOCO INVESTMENTS, LLC., a limited liability company organized under the laws of the State of
Colorado, its registered successors and permitted assigns registered on the books of the Company
maintained for such purposes as the registered holder hereof (the “Holder”), for value received, is
entitled to purchase from the Company the number of fully paid and non-assessable shares of Common
Stock of the Company (the “Shares”), stated above at the purchase price of $.25 per Share (the
“Exercise Price”) (the number of Shares and Exercise Price being subject to adjustment as
hereinafter provided) upon the terms and conditions herein provided.




1. Exercise of Warrants.



(a) Subject to subsection (b) of this Section 1, upon presentation and surrender of this
Warrant Certificate, with the attached Purchase Form duly executed, at the principal office of the
Company at 1440 Blake Street, Suite 310, Denver, Colorado 80202, or at such other place as the
Company may designate by notice to the Holder hereof, together with a certified or bank cashier’s
check payable to the order of the Company in the amount of the Exercise Price times the number of
Shares being purchased, the Company shall deliver to the Holder hereof, as promptly as practicable,
certificates representing the Shares being purchased. This Warrant may be exercised in whole or in
part; and, in case of exercise hereof in part only, the Company, upon surrender hereof, will
deliver to the Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling the
Holder to purchase the number of Shares as to which this Warrant has not been exercised.


 


 









 





(b) This Warrant may be exercised in whole or in part at any time prior to 5:00 o’clock P.M.,
Mountain Standard Time, on September 23, 2012.



2. Exchange and Transfer of Warrant. This Warrant (a) at any time prior to the exercise
hereof, upon presentation and surrender to the Company, may be exchanged, alone or with other
Warrants of like tenor registered in the name of the Holder, for another Warrant or other Warrants
of like tenor in the name of such Holder exercisable for the same aggregate number of Shares as the
Warrant or Warrants surrendered, and (b) may be sold, transferred, hypothecated or assigned, in
whole or in part.




3. Rights and Obligations of Warrant Holder.



(a) The Holder of this Warrant Certificate shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Company, either at law or in equity; provided, however, in the event
that any certificate representing the Shares is issued to the Holder hereof upon exercise of this
Warrant, such Holder shall, for all purposes, be deemed to have become the holder of record of such
Shares on the date on which this Warrant Certificate, together with a duly executed Purchase Form,
was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of
such Share certificate. The rights of the Holder of this Warrant are limited to those expressed
herein and the Holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound
by and to comply with all the provisions of this Warrant Certificate, including, without
limitation, all the obligations imposed upon the Holder hereof by Sections 2 and 5 hereof. In
addition, the Holder of this Warrant Certificate, by accepting the same, agrees that the Company
may deem and treat the person in whose name this Warrant Certificate is registered on the books of
the Company maintained for such purpose as the absolute, true and lawful owner for all purposes
whatsoever, notwithstanding any notation of ownership or other writing thereon, and the Company
shall not be affected by any notice to the contrary.



(b) No Holder of this Warrant Certificate, as such, shall be entitled to vote or receive
distributions or to be deemed the holder of Shares for any purpose, nor shall anything contained in
this Warrant Certificate be construed to confer upon any Holder of this Warrant Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any action by the Company, whether upon any recapitalization, issue of stock,
reclassification of stock, merger, conveyance or otherwise, receive notice of meetings or other
action affecting stockholders (except for notices provided for herein), receive distributions,
subscription rights, or otherwise, until this Warrant shall have been exercised and the Shares
purchasable upon the exercise thereof shall have become deliverable as provided herein; provided,
however, that any such exercise on any date when the stock transfer books of the Company shall be
closed shall constitute the person or persons in whose name or names the certificate or
certificates for those Shares are to be issued as the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on which such stock transfer books
are open, and the Warrant surrendered shall not be deemed to have been exercised, in whole or in
part as the case may be, until the next succeeding day on which stock transfer books are open for
the purpose of determining entitlement to distributions on the Company’s common stock.


 


 









 





4. Shares Underlying Warrants. The Company covenants and agrees that all Shares delivered upon
exercise of this Warrant shall, upon delivery and payment therefore, be duly and validly authorized
and issued, fully-paid and non-assessable, and free from all stamp taxes, liens, and charges with
respect to the purchase thereof. In addition, the Company agrees at all times to reserve and keep
available an authorized number of Shares sufficient to permit the exercise in full of this Warrant.




5. Disposition of Warrants or Shares.



(a) The holder of this Warrant Certificate and any transferee hereof or of the Shares issuable
upon the exercise of the Warrant Certificate, by their acceptance hereof, hereby understand and
agree that the Warrant, and the Shares issuable upon the exercise hereof, have not been registered
under either the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State
Acts”) and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or
not for consideration) except upon the issuance to the Company of a favorable opinion of counsel or
submission to the Company of such evidence as may be satisfactory to counsel to the Company, in
each such case, to the effect that any such transfer shall not be in violation of the Act and the
State Acts. It shall be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company its written agreement to accept and be bound by all of the terms and
conditions of this Warrant Certificate.



(b) The stock certificates of the Company that will evidence the shares of Common Stock with
respect to which this Warrant may be exercisable will be imprinted with conspicuous legend in
substantially the following form:



“The securities represented by this certificate have not been registered under
either the Securities Act of 1933 (the “Act”) or applicable state securities laws
(the “State Acts”) and shall not be sold, pledged, hypothecated, donated or
otherwise transferred (whether or not for consideration) by the holder except upon
the issuance to the Company of a favorable opinion of its counsel or submission to
the company of such other evidence as may be satisfactory to counsel of the Company,
in each such case, to the effect that any such transfer shall not be in violation of
the Act and the State Acts.”



The Company does not file, and does not in the foreseeable future contemplate filing, periodic
reports with the Securities and Exchange Commission (“SEC”) pursuant to the provisions of the
Securities Exchange Act of 1934, as amended. Except as provided in Section 8 of this Warrant, the
Company has not agreed to register any of the holder’s shares of Common Stock of the Company with
respect to which this Warrant may be exercisable for distribution in accordance with the provisions
of the Act or the State Acts and, the Company has not agreed to comply with any exemption from
registration under the Act or the State Acts for the resale of the holder’s shares of Common Stock
of the Company with respect to which this Warrant may be exercised. Hence, it is the understanding
of the holders of this Warrant that by virtue of the provisions of certain rules respecting
“restricted securities” promulgated by the SEC, the shares of Common Stock of the Company with
respect to which this Warrant may be exercisable may be required to be held indefinitely, unless
and until registered under the Act and the State Acts, unless an exemption from
such registration is available, in which case the holder may still be limited as to the number of
shares of Common Stock of the Company with respect to which this Warrant may be exercised that may
be sold.


 


 









 





6. Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject
to adjustment from time to time upon the occurrence of any of the events enumerated below.



(a) In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding
Shares into a greater number of Shares, (iii) combine its outstanding Shares into a smaller number
of Shares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the
amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number
of Shares which such Holder would have owned or would have been entitled to receive after the
happening of such event had such Holder exercised the Warrant immediately prior to the record date,
in the case of such dividend, or the effective date, in the case of any such subdivision,
combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made
whenever any of such events shall occur, but shall become effective retroactively after such record
date or such effective date, as the case may be, as to Warrants exercised between such record date
or effective date and the date of happening of any such event.



(b) No adjustment shall be required unless such adjustment would require an increase or
decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any
adjustments which by reason of this subsection (d) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations under this Section 6
shall be made to the nearest one-hundredth of a Share.




(c) No adjustment shall be made in any of the following cases:



(i) Upon the grant or exercise of stock options now or hereafter granted, or under any
employee stock option or stock purchase plan now or hereafter authorized, to the extent that the
aggregate of the number of Shares which may be purchased under such options and the number of
Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of
Shares outstanding on January 1 of the year of the grant or exercise;



(ii) Shares issued upon the conversion of any of the Company’s convertible or exchangeable
securities;



(iii) Shares issued in connection with the acquisition by the Company or by any subsidiary of
the Company of 80% or more of the assets of another corporation or entity, and Shares issued in
connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more
of the voting shares of another corporation (including Shares issued in connection with such
acquisition of voting shares of such other corporation subsequent to the acquisition of an
aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary
of the Company with another corporation in which the Company or the Company’s subsidiary is the
surviving corporation, and Shares issued upon the conversion of other securities issued in
connection with any such acquisition or in any such merger; and


 


 









 





(iv) Shares issued pursuant to this Warrant and pursuant to all stock options and warrants
outstanding on the date hereof.



(d) Notice to Warrant Holders of Adjustment. Whenever the number of Shares purchasable
hereunder is adjusted as herein provided, the Company shall cause to be mailed to the Holder in
accordance with the provisions of this Section 6 a notice (i) stating that the number of Shares
purchasable upon exercise of this Warrant have been adjusted, (ii) setting forth the adjusted
number of Shares purchasable upon the exercise of a Warrant, and (iii) showing in reasonable detail
the computations and the facts, including the amount of consideration received or deemed to have
been received by the Company, upon which such adjustments are based.



7. Fractional Shares. The Company shall not be required to issue any fraction of a Share upon
the exercise of Warrants. If more than one Warrant shall be surrendered for exercise at one time by
the same Holder, the number of full Shares which shall be issuable upon exercise thereof shall be
computed on the basis of the aggregate number of Shares with respect to which this Warrant is
exercised. If any fractional interest in a Share shall be deliverable upon the exercise of this
Warrant, the Company shall make an adjustment therefor in cash equal to such fraction multiplied by
the Current Market Price of the Shares on the business day next preceding the day of exercise.



8. Registration Rights. There shall be no registration rights in connection with the Common
shares underlying these warrants.



9. Loss or Destruction. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant Certificate and, in the case of any such loss,
theft or destruction, upon delivery of an indemnity agreement or bond satisfactory in form,
substance and amount to the Company or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant Certificate, the Company at its expense will execute and deliver, in
lieu thereof, a new Warrant Certificate of like tenor.



10. Survival. The various rights and obligations of the Holder hereof as set forth herein
shall survive the exercise of the Warrants represented hereby and the surrender of this Warrant
Certificate.



11. Notices. Whenever any notice, payment of any purchase price, or other communication is
required to be given or delivered under the terms of this Warrant, it shall be in writing and
delivered by hand delivery or United States registered or certified mail, return receipt requested,
postage prepaid, and will be deemed to have been given or delivered on the date such notice,
purchase price or other communication is so delivered or posted, as the case may be; and, if to the
Company, it will be addressed to the address specified in Section 1 hereof, and if to the Holder,
it will be addressed to the registered Holder at its, his or her address as it appears on the books
of the Company.


 


 









 





	 	 	 	 	 
	 	 	CAPTERRA FINANCIAL GROUP, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James W. Creamer III
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:
	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:
	 	September 23, 2009
	 

	 	 	 	 





 


 









 





PURCHASE FORM




                    , 20   




TO: CAPTERRA FINANCIAL GROUP, INC.



The undersigned hereby irrevocably elects to exercise the attached Warrant Certificate to the
extent of                      shares of the Common Stock, of CAPTERRA FINANCIAL GROUP, INC. and hereby makes
payment of $                     in accordance with the provisions of Section 1 of the Warrant Certificate in
payment of the purchase price thereof.



	 	 	 
	Name:
	 	 
	 

	 	(Please typewrite or print in block letters)
	Address:
	 	 






	 	 	 	 	 
	 	 	BOCO INVESTMENTS, LLC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date: