EX-10.30 FORM OF SERIES C WARRANT



 





Exhibit 10.30




EXHIBIT A

FORM OF SERIES C WARRANT



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON
REGULATION D AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, NEITHER THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION D, PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.




SOLAR ENERTECH CORP.




Series C Warrant To Purchase Common Stock




Warrant No.:_________

Number of Shares of Common Stock:____________

Date of Issuance: January ___, 2008 (“Issuance Date”)




     Solar Enertech Corp., a Nevada corporation (the “Company”), hereby certifies that, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
___, the registered holder hereof or its permitted assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as
defined below) then in effect, upon surrender of this Series C Warrant to Purchase Common Stock
(including any Warrants to purchase Common Stock issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m.,
New York time, on the Expiration Date (as defined below), ___(___) fully paid
non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as
otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 15. This Series C Warrant is being issued pursuant to Section 1 of that certain Securities
Purchase Agreement, dated as of January 11, 2008 (the “Subscription Date”), by and among the
Company and the Holder referred to therein (the “Securities Purchase Agreement”).



     1. EXERCISE OF WARRANT.



          (a) Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant
may be exercised by the Holder on any day on or after the date hereof, in whole or



 









 







in part, by (i)
delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii) payment to the Company of an
amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to
which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer
of immediately available funds. The Holder shall not be required to deliver the original Warrant
in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with
respect to less than all of the Warrant Shares shall have the same effect as cancellation of the
original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining
number of Warrant Shares. On or before the second (2nd) Business Day following the date
on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the
“Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of
confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer
agent (the “Transfer Agent”). On or before the third (3rd) Business Day following the
date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery
Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository
Trust Company (“DTC”) Fast Automated Securities Transfer Program and the shares of Common Stock to
be issued are DTC eligible, upon the request of the Holder, credit such aggregate number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, which
balance account shall be specified in the Exercise Notice, or (Y) if the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer Program or if the shares of Common
Stock to be issued are DTC eligible, issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s share register in the
name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise. Upon delivery of the Exercise Notice and Aggregate Exercise
Price referred to in clause (ii) above, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.
If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the
number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as
practicable and in no event later than five (5) Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 8(d)) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of
shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company
shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.



          (b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $1.00 per
share, subject to adjustment as provided herein.



          (c) Company’s Timely Delivery of Securities. Upon the Company’s receipt of an Exercise
Notice or request for removal of restrictive legends on the shares of Common



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Stock issuable in connection therewith, the Company will deliver, or cause to be delivered, the certificates
evidencing such shares of Common Stock to the Holder within three (3) Trading Days. In no event
will the registered holder of a warrant be entitled to receive a net-cash settlement in lieu of
physical settlement in shares of Common Stock.



          (d) Disputes. In the case of a dispute as to the determination of the Exercise Price
or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder
the number of Warrant Shares that are not disputed and resolve such dispute in accordance with
Section 13.



          (e) Limitation on Exercise; Beneficial Ownership. The Company shall not effect the
exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the
extent that after giving effect to such exercise, such Person (together with such Person’s
affiliates) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of
Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such
Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii)
exercise or conversion of the unexercised or unconverted portion of any other securities of the
Company beneficially owned by such Person and its affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this
Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on
the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form
10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-K or other public filing with
the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral
request of the Holder, the Company shall within one Business Day confirm orally and in writing to
the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including the Warrants, by the Holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage in excess of 19.99% specified in such notice;
provided that (i) any such increase will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company, and (ii) any such increase or decrease will
apply only to the Holder and not to any other holder of Warrants.



          (f) Issue Tax. The issuance of certificates for shares of Common Stock upon exercise
of any Warrant shall be made without a charge to the Holder for any issuance tax



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in respect thereto
provided that the Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a name other than that of
the Holder.



          (g) Closing of Books. The Company will at no time close its transfer books against
the transfer of the shares of Common Stock issued or issuable upon the exercise of this Warrant in
any manner which interferes with the timely exercise of this Warrant.



          (h) Insufficient Authorized Shares. The Company shall at all times maintain in
reserve from its authorized and unissued shares sufficient shares to permit the issuance of the
number of shares initially issuable upon exercise of this Warrant (or such lesser number issuable
upon exercise of this Warrant as a result of a stock combination, reverse split or similar event)
and will not voluntarily enter into any transaction which would result in insufficient shares being
available to issue upon the exercise in full of this Warrant at the time of such transaction. If
notwithstanding the foregoing, at any time while any of the Warrants remain outstanding the Company
does not have a sufficient number of authorized and unreserved shares of Common Stock (an
“Authorized Share Failure”) to satisfy its obligation to reserve for issuance upon exercise of the
Warrants no less than 100% of the number of shares of Common Stock as shall from time to time be
necessary to effect the exercise of all of the Warrants then outstanding (the “Required Reserve
Amount”), then the Company shall immediately take all action necessary to increase the Company’s
authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for the Warrants then outstanding. Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share
Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in
the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its
stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board
of directors to recommend to the stockholders that they approve such proposal.



     2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as follows:



          (a) Adjustment upon Subdivision or Combination of Common Stock. If the
Company at any time on or after the Subscription Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under
this Section 2(a) shall become effective at the close of business on the date the subdivision or
combination becomes effective.



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          (b) Purchase Rights. In addition to any adjustments pursuant to Section 2(a)
above, if at any time the Company grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of shares of Common Stock or other securities then issuable upon exercise of this Warrant
(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the
Holder had held the number of shares of Common Stock or other securities then issuable upon
exercise of this Warrant acquirable upon complete exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the grant, issue
or sale of such Purchase Rights.



          (c) Minimum Adjustment. No adjustment in the Exercise Price and the number of
Warrants shall be required unless such adjustment would require an increase or decrease of at least
1% in the Exercise Price as last adjusted; provided, however, that any adjustments
which would be required to be made but for this Section 2(cc) shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 2 shall be made to
the nearest cent, with one half cent being rounded upward.



     3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) in respect of its
shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities not addressed by Section 2 above, property or
options not addressed by Section 2 above by way of a dividend, spin-off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at
any time after the issuance of this Warrant, then, in each such case:



          (a) any Exercise Price in effect immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to receive the
Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall
be the Weighted Average Price of a share of Common Stock on the Trading Day immediately preceding
such record date minus the value of the Distribution (as determined in good faith by the Company’s
Board of Directors) applicable to one share of shares of Common Stock, and (ii) the denominator
shall be the Weighted Average Price of a share of Common Stock on the Trading Day immediately
preceding such record date; or



          (b) the number of Warrant Shares shall be increased to a number of shares equal to the number
of shares of Common Stock obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
paragraph (a); provided that in the event that the Distribution is of shares of Common Stock (or
common stock) (“Other Shares of Common Stock”) of a company whose common shares are traded on a
national securities exchange or a national automated quotation system or of other securities the
fair market value of which exceeds 10% of the fair market value of the Company as a whole, as
determined in good faith by the Board of Directors



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of the Company (“Spin-off Securities”), then the
Holder may elect to receive a warrant to purchase Other Shares of Common Stock or Spin-off
Securities in lieu of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be exercisable into the number
of shares of Other Shares of Common Stock or the Spin-off Securities, as the case may be, that
would have been payable to the Holder pursuant to the Distribution had the Holder exercised this
Warrant immediately prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased with respect to the
Distribution pursuant to the terms of the immediately preceding paragraph (a) and the number of
Warrant Shares calculated in accordance with the first part of this paragraph (b).



     4. FUNDAMENTAL TRANSACTIONS.



          (a) Fundamental Transactions. The Company shall not enter into or be party to a
Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of
the Company under this Warrant and the other Transaction Documents in accordance with the
provisions of this Section 4(a) pursuant to written agreements in form and substance reasonably satisfactory
to the Required Holders and approved
by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to
each holder of Warrants in exchange for such Warrants a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, an adjusted exercise price equal to the value for the shares of Common Stock
reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number
of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior
to such Fundamental Transaction, and reasonably satisfactory to the Required Holders. Upon the
occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the effective date of such Fundamental Transaction, the
provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of
the Company under this Warrant with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall
deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any
time after the consummation of the Fundamental Transaction, in lieu of the shares of the Common
Stock (or other securities, cash, assets or other property) issuable upon the exercise of the
Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or
any other property whatsoever (including warrants or other purchase or subscription rights) which
the Holder would have been entitled to receive upon the happening of such Fundamental Transaction
had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant. The provisions of this Section shall apply
similarly and equally to successive Fundamental Transactions and shall be applied without regard to
any limitations on the exercise of this Warrant.



          (b) Not later than ten (10) days prior to the consummation of a Fundamental Transaction, but
not prior to the public announcement of such Fundamental



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Transaction, the Company shall deliver
written notice thereof via facsimile to the Holder (a “Fundamental Transaction Notice”).



     5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will
not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, solely with the intention of so doing, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, and will at all times in
good faith carry out all the provisions of this Warrant and take all action as may be required to
protect the rights of the Holder. Without limiting the generality of the foregoing, the Company
(i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of
this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as
any of the Warrants are outstanding take all action
necessary to reserve and keep available out of its authorized and unissued shares of Common
Stock, solely for the purpose of effecting the exercise of the Warrants, 100% of the number of
shares of Common Stock as shall from time to time be necessary to effect the exercise of the
Warrants then outstanding (without regard to any limitations on exercise).



     6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder,
solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to
receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company. Notwithstanding this
Section 7, the Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally, contemporaneously with the giving
thereof to the stockholders.



     7. REISSUANCE OF WARRANTS.



          (a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall
surrender this Warrant to the Company together with an opinion from Holder’s counsel, satisfactory
to the Company and its counsel, that such transfer complies with the requirements of all applicable
federal and state securities laws, whereupon the Company will forthwith issue and deliver upon the
order of the Holder a new Warrant (in accordance with Section 8(d)), registered as the Holder may
request, representing the right to purchase the number of Warrant Shares being transferred by the
Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 8(d)) to



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the Holder representing the right
to purchase the number of Warrant Shares not being transferred.



          (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in
accordance with Section 8(d)) representing the right to purchase the Warrant Shares then underlying
this Warrant.



          (c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the
surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 8(d)) representing in the
aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each
such new Warrant will represent the right to purchase such portion of such Warrant Shares as is
designated by the Holder at the time of such surrender; provided, however, that no Warrants for
fractional shares of Common Stock shall be given.




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          (d) Issuance of New Warrants. Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with
this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 8(a) or Section 8(c), the Warrant Shares designated by the Holder which,
when added to the number of shares of Common Stock underlying the other new Warrants issued in
connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.



     8. NOTICES.



          (a) Method of Giving Notice. Whenever notice is required to be given under this
Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section
9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including in reasonable detail a
description of such action and the reason therefore. Without limiting the generality of the
foregoing, the Company will give written notice to the Holder (i) promptly after any adjustment of
the Exercise Price, setting forth in reasonable detail and certifying the calculation of such
adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock,
(B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to all holders of shares of Common Stock
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation, provided in each case that such information shall be made known to the public prior to
or in conjunction with such notice being provided to the Holder.



          (b) Notices of Record Dates. In the event of:



               (i) any taking by the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any dividend or other
distribution (other than cash dividends out of earned surplus), or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other securities or property,
or to receive any right to sell shares of stock of any class or any other right; or



               (ii) any capital reorganization of the Company, any reclassification or recapitalization of
the capital stock of the Company or any transfer of all or substantially all the assets of the
Company to or consolidation or merger of the Company with or into any other corporation or entity;
or



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



               (iv) any public offering or any issuance by the Company of additional shares of capital stock;



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then and in each such event the Company will give notice to the Holder specifying (A) the date on
which any such 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, and (B) the date on which
any such reorganization, reclassification, recapitalization, transfer, consolidation, merger,
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 will be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be given at least 20 days and not more than 90 days prior to the date therein
specified, and such notice shall state that the action in question or the record date is subject to
the effectiveness of a registration statement under the Securities Act of 1933, as amended (the
“Securities Act”) or to a favorable vote of stockholders, if either is required.




          (c) Notice of Adjustments. Upon any adjustment of the Warrant Price, then and in each
such case the Company shall give written notice thereof, by first-class mail, postage prepaid,
addressed to each Holder at the address of such holder as shown on the books of the Company, which
notice shall state the Warrant Price resulting from such adjustments setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based.



          (d) Notices of Other Actions. The Company shall provide the Holder with prompt
written notice of all other actions taken pursuant to this Warrant, including in reasonable detail
a description of such action and the reason therefore.



     9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant may be amended and the Company may take any action herein prohibited, or omit to perform
any act herein required to be performed by it, only if the Company has obtained the written consent
of the Required Holders; provided that no such action may increase the exercise price of any
Warrant or decrease the number of shares or class of stock obtainable upon exercise of any Warrant
without the written consent of the Holder. No such amendment shall be effective to the extent that
it applies to less than all of the holders of the Series C Warrants then outstanding.



     10. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in
accordance with, and all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New York, borough of
Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. In the event that any provision of this Warrant



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is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal
action against the Company in any other jurisdiction to collect on the Company’s obligations to the
Holder, to realize on any collateral or any other security for such obligations, or to enforce a
judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.



     11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and the Buyer and shall not be construed against any person as the drafter hereof. The
headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.



     12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the
Exercise Price the arithmetic calculation of the Warrant Shares or the interpretation of any other
provision of this Warrant, the Company shall submit the disputed determinations or arithmetic
calculations via facsimile within two Business Days of receipt of the Exercise Notice giving rise
to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the Warrant Shares within
three Business Days of such disputed determination or arithmetic calculation being submitted to the
Holder, then the Company shall, within two Business Days submit via facsimile the disputed
determination of the Exercise Price to an independent, reputable investment bank (which is ranked
in the top 10 investment banks nationally, by revenue) selected by the Company and approved by the
Holder, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant (which is ranked in the top 10 accounting firms nationally, by
revenue). The Company shall use its reasonable efforts to cause at its expense the investment
bank, law firm or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten Business Days from the time
it receives the disputed determinations or calculations. Such investment bank’s, law firm’s or
accountant’s determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error. The procedures required by this Section 13 are collectively referred to
herein as the “Dispute Resolution Procedures.”



     13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided
in this Warrant shall be cumulative and in addition to all other remedies available under this
Warrant and the other Transaction Documents, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder
right to pursue actual damages for any failure by the Company to comply with the terms of this
Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any



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such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or
other security being required.



     14. TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned
without the consent of the Company, except as may otherwise be required by Section 2(f) of the
Securities Purchase Agreement.



     15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have
the following meanings:



          (a) “Bloomberg” means Bloomberg Financial Markets.



          (b) “Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to remain closed.



          (c) “Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001
per share, and (ii) any share capital into which such Common Stock shall have been changed or any
share capital resulting from a reclassification of such Common Stock.



          (d) “Convertible Securities” means any stock or securities (other than Options)
directly or indirectly convertible into or exercisable or exchangeable at the option of the holder
thereof for shares of Common Stock.



          (e) “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc.,
the American Stock Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market, the NASDAQ
Capital Market or the NASD’s OTC Bulletin Board.



          (f) “Expiration Date” means the date sixty (60) months after the Closing Date under
the terms of the Securities Purchase Agreement or, if such date falls on a day other than a
Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the
next date that is not a Holiday.



          (g) “Fundamental Transaction” means that the Company shall, directly or indirectly, in
one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Person, or (ii)
sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (iii) allow another Person to make a
purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or
Persons making or party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than the 50%
of the outstanding shares of Common Stock (not including any shares of Common Stock held by the
other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock purchase agreement or other business combination), (v)
reorganize, recapitalize or



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reclassify its Common Stock, or (vi) any “person” or “group” (as these
terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.



          (h) “Options” means any rights, warrants or options to subscribe for or purchase
shares of Common Stock or Convertible Securities, other than those that may be issued as part of a
compensation package of any employee of the Company or it Subsidiaries and which are exercisable at
a price not less than the closing price of the Company’s Common Stock as reported on the Principal
Market on the Trading Day immediately preceding the date of grant.



          (i) “Parent Entity” of a Person means an entity that, directly or indirectly, controls
the applicable Person and whose common stock or equivalent equity security is quoted or listed on
an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or
Parent Entity with the largest public market capitalization as of the date of consummation of the
Fundamental Transaction.



          (j) “Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other entity and a government
or any department or agency thereof.



          (k) “Principal Market” means the NASD OTC Bulletin Board.



          (l) “Required Holders” means the holders of the Series C Warrants representing at
least a majority of shares of Common Stock underlying the Series C Warrants then outstanding,
provided fifteen percent (15%) or more of the Series C Warrants originally issued remain
outstanding.



          (m) “Warrants” means the Warrants (as defined in the Securities Purchase Agreement).



          (n) “Successor Entity” means the Person (or, if so elected by the Required Holders,
the Parent Entity) formed by, resulting from or surviving any
Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent
Entity) with which such Fundamental Transaction shall have been entered into.



          (o) “Trading Day” means any day on which the Common Stock are traded on the Principal
Market, or, if the Principal Market is not the principal trading market for the Common Stock, then
on the principal securities exchange or securities market on which the Common Stock are then
traded; provided that “Trading Day” shall not include any day on which the Common Stock are
scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common
Stock are suspended from trading during the final hour of trading on such exchange or market (or if
such exchange or market does not designate in advance the closing time of trading on such exchange
or market, then during the hour ending at 4:00:00 p.m., New York time).



          (p) “Weighted Average Price” means, for any security as of any date, the dollar
volume-weighted average price for such security on the Principal Market during the period



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beginning
at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar
volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York City time,
and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the
average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National
Quotation Bureau, Inc.). If the Weighted Average Price cannot be calculated for such security on
such date on any of the foregoing bases, the Weighted Average Price of such security on such date
shall be the fair market value as determined in good faith by the Board of Directors of the
Company. If the Required Holders disagree with the determination of the Board of Directors and
give written notice of such disagreement to the Company, then such dispute shall be resolved
pursuant to Section 13 with the term “Weighted Average Price” being substituted for the term
“Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend,
share split or other similar transaction during such period.



[Signature Page Follows]





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     IN WITNESS WHEREOF, the Company has caused this Series C Warrant to Purchase Common Stock to
be duly executed as of the Issuance Date set out above.



	 	 	 	 	 
	 	SOLAR ENERTECH CORP. 

 	 
	 	By:  	 	 
	 	Name:  	Leo Shi Young 	 
	 	Title:  	Chief Executive Officer 	 



 









 






	 	 	 	 	 



EXHIBIT A




EXERCISE NOTICE




TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES C WARRANT TO PURCHASE COMMON STOCK




SOLAR ENERTECH CORP.




c/o Anthea Chung, CFO




Fax: (815) 336-8068





     The undersigned holder hereby exercises the right to purchase _____________ of the shares
of Common Stock (“Warrant Shares”) of Solar Enertech Corp., a Nevada corporation (the “Company”),
evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.



     1. Form of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of
$_______ to the Company in accordance with the terms of the Warrant.



     2. At the time such Holder was offered the Warrant, it was, at the date hereof, and on each
date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as amended,
or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
Such Buyer is not required to be registered as a broker-dealer under Section 15 of the Securities
Exchange Act of 1934, as amended.



     3. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant
Shares in accordance with the terms of the Warrant.



Date: _______________ __, ______




	 	 	 
	 


Name of Registered Holder




	 	 
	By:
	 	 
	 


       Name:
	 	 
	       Title: