Unassociated Document


     

    WARRANT AGREEMENT (“Agreement”), dated
as of April 23, 2010, by and between Tuffnell Ltd., a Nevada corporation (the “
Company ”),
and                  (“
Warrant holder ”).  Certain capitalized terms used herein are defined
in Section 14 hereof.

     

    In consideration of the mutual terms,
conditions, representations, warranties and agreements herein set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:

     

    
      	
              Section
      1.  

            	
              Issuance of
      Warrants.

            


    

     

    The Company hereby issues and grants to
Warrant holder 500,000 Warrants (“Warrants”) to purchase 500,000 shares of
common stock of the Company (the “ Common Stock ”).  Commencing on
April 26, 2010  (the “ Warrant Commencement Date ”), and
terminating  2years thereafter (the “ Warrant Expiration Date ”), the
holder shall have the right, subject to the satisfaction of the conditions to
exercise set forth in Section 7 of this Agreement, to purchase 500,000 shares of
Common Stock (the shares of Common Stock issuable upon exercise of the Warrants
being collectively referred to herein as the “ Warrant Shares ”) at an exercise
price of $1.50  per Warrant Share (the “ Exercise Price
”).  The number of Warrant Shares issuable on exercise of each Warrant
and the Exercise Price are all subject to adjustment pursuant to Section 8 of
this Agreement. Notwithstanding, the Company may, in its sole and absolute
discretion, reduce the Exercise Price.

     

    
      	
              Section
      2.  

            	
              Form of Warrant
      Certificates.

            


    

     

    Promptly after the execution and
delivery of this Agreement by the parties hereto, the Company shall cause to be
executed and delivered to Warrant holder one or more certificates evidencing the
Warrants (the “ Warrant Certificates ”).  Each Warrant Certificate
delivered hereunder shall be substantially in the form set forth
in  Exhibit A attached hereto and may have such letters, numbers or
other identification marks and legends, summaries or endorsements printed
thereon as the Company may deem appropriate and that are not inconsistent with
the terms of this Agreement or as may be required by applicable law, rule or
regulation.  Each Warrant Certificate shall be dated the date of
execution by the Company.

     

    
      	
              Section
      3.  

            	
              Execution of Warrant
      Certificates.

            


    

     

    Each Warrant Certificate delivered
hereunder shall be signed on behalf of the Company by its Chairman of the Board,
Chief Executive Officer, President or a Vice President, Secretary or an
Assistant Secretary.  Each such signature may be in the form of a
facsimile thereof and may be imprinted or otherwise reproduced on the Warrant
Certificates.

     

    If any officer of the Company who signed
any Warrant Certificate ceases to be an officer of the Company before the
Warrant Certificate so signed shall have been delivered by the Company, such
Warrant Certificate nevertheless may be delivered as though such person had not
ceased to be such officer of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Section
      4.  

            	
              Registration.

            


    

     

    Warrant Certificates shall be issued in
registered form only.  The Company will keep or cause to be kept books
for registration of ownership and transfer of each Warrant Certificate issued
pursuant to this Agreement.  Each Warrant Certificate issued pursuant
to this Agreement shall be numbered by the Company and shall be registered by
the Company in the name of the holder thereof (initially the Warrant
holder).  The Company may deem and treat the registered holder of any
Warrant Certificate as the absolute owner thereof (notwithstanding any notation
of ownership or other writing thereon made by anyone) for the purpose of any
exercise thereof and for all other purposes, and the Company shall not be
affected by any notice to the contrary.

     

    
      	
              Section 5.  
      

            	
              No
    Transfers.

            


    

     

    A. Restrictions on
Transfer.  No Warrant may be sold, pledged, hypothecated, assigned,
conveyed, transferred or otherwise disposed of (each a “ transfer ”) unless (i)
the transfer complies with all applicable United States securities laws and (ii)
the transferee agrees in writing to be bound by the terms of this
Agreement.

     

    B. Cancellation.  Warrant
Certificates surrendered for transfer or exchange shall be canceled by the
Company.

     

    
      	
              Section
      6.  

            	
              Mutilated or Missing Warrant
      Certificates.

            


    

     

    If any Warrant Certificate is mutilated,
lost, stolen or destroyed, the Company shall issue, upon surrender and
cancellation of any mutilated Warrant Certificate, or in lieu of and
substitution for any lost, stolen or destroyed Warrant Certificate, a new
Warrant Certificate of like tenor and representing an equal number of
Warrants.  In the case of a lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate shall be issued by the Company only upon
the Company’s receipt of reasonably satisfactory evidence of such loss, theft or
destruction and, if requested, an indemnity or bond reasonably satisfactory to
the Company.

     

    
      	
              Section
      7.  

            	
              Exercise of
      Warrants.

            


    

     

    A. Exercise.  Subject to
the terms and conditions set forth in this Section 7, Warrants may be exercised,
in whole or in part (but not as to any fractional part of a Warrant), at any
time or from time to time on and after the Warrant Commencement Date and on or
prior to 5:00 p.m. on the Warrant Expiration Date.

     

    The Warrant shall be exercisable only on
and after the Warrant Commencement Date. If the Company determines in its sole
and absolute discretion to accelerate the date that this Warrant first becomes
exercisable to a date which is earlier than the first anniversary date of the
date hereof, the Company shall send notice to the Warrant holder prior to the
date thereof.

     

    In order to exercise any Warrant,
Warrant holder shall deliver to the Company at its office referred to in
Section 15 the following: (i) a written notice in the form of the
Election to Purchase appearing at the end of the form of Warrant Certificate
attached as  Exhibit A  hereto of such Warrant holder’s
election to exercise the Warrants, which notice shall specify the number of such
Warrant holder’s Warrants being exercised; (ii) the Warrant Certificate or
Warrant Certificates evidencing the Warrants being exercised; and (iii) payment
of the aggregate Exercise Price.

     

    
      
         

      

      
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    All rights of Warrant holder with
respect to any Warrant that has not been exercised, on or prior to 5:00 p.m. on
the Warrant Expiration Date shall immediately cease and such Warrants shall be
automatically cancelled and void.

     

    B. Payment of Exercise
Price.  Payment of the Exercise Price with respect to Warrants being
exercised hereunder may, at the election of Warrant holder, be made as
follows:  (i) by the payment to the Company, in cash, by check or wire
transfer, of an amount equal to the Exercise Price multiplied by the number of
Warrants then being exercised; or (ii) by surrendering to the Company for
cancellation Warrant Certificates evidencing Warrants to acquire a number of
Warrant Shares equal to (x) the aggregate Exercise Price divided by (y) the fair
market value of one Warrant Share (a “ cashless exercise ”).

    


    If a Warrant holder elects a cashless
exercise, the number of Warrant Shares to be issued to Warrant holder upon such
exercise shall be computed using the following formula:

     

    
      	
            	
              X =  

            	
              Y(A-B)

            


    

    A

     

    
      	
            	
              X = 

            	
              the number of Warrant Shares to be
      issued to Warrant holder

            


    

     

    
      	
            	
              Y =  

            	
              the number of Warrant Shares
      underlying the Warrants being
exercised

            


    

     

    
      	
            	
              A = 

            	
              the fair market value of one
      Warrant Share

            


    

     

    
      	
            	
              B = 

            	
              the Exercise
      Price

            


    

     

    (a) As used herein, the “fair
market value of one Warrant Share” means an amount equal to the number of shares
of Common Stock into which a Warrant Share is convertible times the average,
over the 5 trading-day period ending on the trading day which is two trading
days prior to the date of surrender, of the closing sales prices (or, if on any
day there is no closing sales price, the average of the highest bid and lowest
asked price) in the United States Over-the -Counter Bulletin Board as reported by the
National Quotation Bureau, Incorporated, or any similar successor
organization.

     

    (b) For the purpose of this section, the
“closing” shall mean 4:00 p.m., New York City time.

     

    C. Payment of Taxes.  The
Company shall be responsible for paying any and all issue, documentary, stamp or
other taxes that may be payable in respect of any issuance or delivery of
Warrant Shares on exercise of a Warrant.

     

    
      
         

      

      
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    D. Delivery of Warrant
Shares.  Upon receipt of the items referred to in Section 7A, the
Company shall, as promptly as practicable, and in any event within five (5)
Business Days thereafter, execute and deliver or cause to be executed and
delivered, to or upon the written order of Warrant holder, and in the name of
Warrant holder or Warrant holder’s designee, a stock certificate or stock
certificates representing the number of Warrant Shares to be issued on exercise
of the Warrant(s).  If the Warrant Shares shall in accordance with the
terms thereof have become automatically convertible into shares of the Company’s
Common Stock prior to the time a Warrant is exercised, the Company shall in lieu
of issuing shares of Common Stock, issue to the Warrant holder or its designee
on exercise of such Warrant, a stock certificate or stock certificates
representing the number of shares of Common Stock into which the Warrant Shares
issuable on exercise of such Warrant are convertible.  The
certificates issued to Warrant holder or its designee shall bear any restrictive
legend required under applicable law, rule or regulation.  The stock
certificate or certificates so delivered shall be registered in the name of
Warrant holder or such other name as shall be designated in said
notice.  A Warrant shall be deemed to have been exercised and such
stock certificate or stock certificates shall be deemed to have been issued, and
such holder or any other Person so designated to be named therein shall be
deemed to have become a holder of record of such shares for all purposes, as of
the date that such notice, together with payment of the aggregate Exercise Price
and the Warrant Certificate or Warrant Certificates evidencing the Warrants to
be exercised, is received by the Company as aforesaid.  If the
Warrants evidenced by any Warrant Certificate are exercised in part, the Company
shall, at the time of delivery of the stock certificates, deliver to the holder
thereof a new Warrant Certificate evidencing the Warrants that were not
exercised or surrendered, which shall in all respects (other than as to the
number of Warrants evidenced thereby) be identical to the Warrant Certificate
being exercised.  Any Warrant Certificates surrendered upon exercise
of Warrants shall be canceled by the Company.

     

    
      	
              Section
      8.  

            	
              Adjustment of Number of Warrant
      Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise
      Price.

            


    

     

    A. Adjustment for Stock Splits,
Stock Dividends, Recapitalizations.  The number of Warrant Shares
issuable upon exercise of each Warrant and the Exercise Price shall each be
proportionately adjusted to reflect any stock dividend, stock split, reverse
stock split, recapitalization or the like affecting the number of outstanding
shares of Common Stock that occurs after the date hereof.

     

    B. Adjustments for Reorganization,
Consolidation, Merger.  If after the date hereof, the Company (or any
other entity, the stock or other securities of which are at the time receivable
on the exercise of the Warrants), consolidates with or merges into another
entity or conveys all or substantially all of its assets to another entity,
then, in each such case, Warrant holder, upon any permitted exercise of a
Warrant (as provided in Section 7), at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the stock or other securities and property receivable upon
the exercise of the Warrant prior to such consummation, the stock or other
securities or property to which such Warrant holder would have been entitled
upon the consummation of such reorganization, consolidation, merger or
conveyance if such Warrant holder had exercised the Warrant immediately prior
thereto, all subject to further adjustment as provided in this Section
8.  The successor or purchasing entity in any such reorganization,
consolidation, merger or conveyance (if other than the Company) shall duly
execute and deliver to Warrant holder a written acknowledgment of such entity’s
obligations under the Warrants and this Agreement.

     

    
      
         

      

      
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    C. Notice of Certain
Events.

     

    Upon the occurrence of any event
resulting in an adjustment in the number of Warrant Shares (or other stock or
securities or property) receivable upon the exercise of the Warrants or the
Exercise Price, the Company shall promptly thereafter (i) compute such
adjustment in accordance with the terms of the Warrants, (ii) prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, and (iii) mail copies of such certificate to
Warrant holder.

     

    D. Adjustment to the Exercise
Price.

     

    The Company has the right, in its sole
and absolute discretion, to reduce the Exercise Price. Upon any such
determination, the Company shall notice to the Warrant holder
thereof.

     

    
      	
              Section
      9.  

            	
              Reservation of
      Shares.

            


    

     

    The Company shall at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock, or its authorized and issued Common Stock
held in its treasury, the aggregate number of the Warrant Shares deliverable
upon the exercise of all outstanding Warrants, for the purpose of enabling it to
satisfy any obligation to issue the Warrant Shares upon the due and punctual
exercise of the Warrants, through 5:00 p.m. on the Warrant Expiration
Date.

     

    
      	
              Section
      10.  

            	
              No
    Impairment.

            


    

     

    The Company shall not, by amendment of
its certificate of incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issuance or sale of securities, sale of
assets or any other voluntary action, willfully avoid or seek to avoid the
observance or performance of any of the terms of the Warrants or this Agreement,
and shall at all times in good faith assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate
in order to protect the rights of Warrant holder under the Warrants and this
Agreement against wrongful impairment.  Without limiting the
generality of the foregoing, the Company:  (i) shall not set or
increase the par value of any Warrant Shares above the amount payable therefor
upon exercise, and (ii) shall take all actions that are necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares upon the exercise of the
Warrants.

     

    
      	
              Section
      11.  

            	
              Representations and Warranties of
      Warrant holder.

            


    

     

    Warrant holder represents and warrants
to the Company that, on the date hereof and on the date the Warrant holder
exercises the Warrant pursuant to the terms of this
Agreement:

     

    (i) Warrant holder is an
“accredited investor”, as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act.

     

    (ii) Warrant holder understands
that the Warrants and the Warrant Shares have not been registered under the
Securities Act and acknowledges that the Warrants and the Warrant Shares must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration becomes
available.

     

    (iii) Warrant holder is acquiring
the Warrants for Warrant holder’s own account for investment and not with a view
to, or for sale in connection with, any distribution
thereof.

     

    
      
         

      

      
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    (iv) All the representations made by the
Warrant holder on the date hereof in the Subscription Agreement between the
Company and the Warrant holder shall be true and correct as of the date the
Warrant holder exercises the Warrant.

     

    
      	
              Section
      12.  

            	
              No Rights or Liabilities as
      Stockholder.

            


    

     

    No holder, as such, of any Warrant
Certificate shall be entitled to vote, receive dividends or be deemed the holder
of Common Stock which may at any time be issuable on the exercise of the
Warrants represented thereby for any purpose whatever, nor shall anything
contained herein or in any Warrant Certificate be construed to confer upon the
holder of any Warrant Certificate, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance or otherwise), or to receive notice
of meetings or other actions affecting stockholders or to receive dividend or
subscription rights, or otherwise, until such Warrant Certificate shall have
been exercised in accordance with the provisions hereof and the receipt and
collection of the Exercise Price and any other amounts payable upon such
exercise by the Company.  No provision hereof, in the absence of
affirmative action by Warrant holder to purchase Warrant Shares shall give rise
to any liability of such holder for the Exercise Price or as a stockholder of
the Company, whether such liability is asserted by the Company or by creditors
of the Company.

     

    
      	
              Section
      13.  

            	
              Fractional
      Interests.

            


    

     

    The Company shall not be required to
issue fractional shares of Common Stock upon exercise of the Warrants or to
distribute certificates that evidence fractional shares of Common
Stock.  If any fraction of a Warrant Share would, except for the
provisions of this Section 13, be issuable on the exercise of a Warrant, the
number of Warrant Shares to be issued by the Company shall be rounded to the
nearest whole number, with one-half or greater being rounded
up.

     

    
      	
              Section
      14.  

            	
              Definitions.

            


    

     

    Unless the context otherwise requires,
the terms defined in this Section 14, whenever used in this Agreement shall
have the respective meanings hereinafter specified and words in the singular or
in the plural shall each include the singular and the plural and the use of any
gender shall include all genders.

     

     “Business Day” shall mean any day
on which banking institutions are generally open for business in
Nevada.

     

    “Common Stock” means the common stock of
the Company.

     

    “Exercise Price” shall be the price per
Warrant Share at which Warrant holder is entitled to purchase Warrant Shares
upon exercise of any Warrant determined in accordance with Section 7
and  subject to adjustment as provided in Sections 8 and 16
hereof.

     

    “Person” shall mean any corporation,
association, partnership, joint venture, trust, organization, business,
individual, government or political subdivision thereof or governmental
body.

     

    
      
         

      

      
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    “Securities Act” shall mean the
Securities Act of 1933, as amended, or any similar federal statute as at the
time in effect, and any reference to a particular section of such Act shall
include a reference to the comparable section, if any, of such successor federal
statute.

     

    
      	
              Section
      15.  

            	
              Notices.

            


    

     

    All notices, consents, requests, waivers
or other communications required or permitted under this Agreement (each a “
Notice ”) shall be in writing and shall be sufficiently given (a) if hand
delivered, (b) if sent by nationally recognized overnight courier, or
(c) if sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

     

    if to the Company:

    


    Tuffnell Ltd.

    81 Oxford Street

    London UK

    W1D 2EU

    


    if to Warrant holder, to its address in
the Subscription Agreement.

     

    or such other address as shall be
furnished by any of the parties hereto in a Notice.  Any Notice shall
be deemed given upon receipt.

     

    
      	
              Section
      16.  

            	
              Supplements, Amendments and
      Waivers; Unilateral Changes by the
  Company.

            


    

     

    This Agreement may be supplemented or
amended only by a subsequent writing signed by each of the parties hereto (or
their successors or permitted assigns), and any provision hereof may be waived
only by a written instrument signed by the party charged
therewith.

     

    The Company shall have the right, in its
sole and absolute discretion, to (i) accelerate the exercise date of this
Warrant to a date which is prior to the first anniversary of the date hereof
and/or (ii) reduce the Exercise Price. If the Company exercises its right
hereunder, it shall provide notice thereof to the Warrant
holder.

     

    
      	
              Section
      17.  

            	
              Successors and
      Assigns.

            


    

     

    Except as otherwise provided herein, the
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the successors and permitted assigns of the parties
hereto.  Warrants issued under this Agreement may be assigned by
Warrant holder only to the extent such assignment satisfies the restrictions on
transfer set forth in this Agreement; any attempted assignment of Warrants in
violation of the terms hereof shall be void  ab
initio
..

     

    
      	
              Section
      18.  

            	
              Termination.

            


    

     

    This Agreement (other than
Sections 7C, 11, and Sections 15 through 26, inclusive, and all related
definitions, all of which shall survive such termination) shall terminate on the
earlier of (i) the Warrant Expiration Date and (ii) the date on which all
Warrants have been exercised.

     

    
      
         

      

      
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              Section
      19.  

            	
              Governing Law;
      Jurisdiction.

            


    

     

    A. Governing Law. This Agreement
and each Warrant Certificate issued hereunder shall be governed by and construed
in accordance with the laws of the State of Nevada and the federal laws of the
United States applicable herein.

     

    B. Submission to
Jurisdiction.  Each party to this Agreement hereby irrevocably and
unconditionally submits, for itself and its property, to the jurisdiction of the
State of Nevada, and any appellate court from any thereof, as determined by the
Company in its sole and absolute discretion, in respect of actions brought
against it as a defendant, in any action, suit or proceeding arising out of or
relating to this Agreement or the Warrant Certificates and Warrants to be issued
pursuant hereto, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action, suit or proceeding may be heard and determined in
such courts.  Each of the parties hereto agrees that a final judgment
in any such action, suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law.

     

    C. Venue.  Each party
hereto irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any action, suit or proceeding arising out of or
relating to this Agreement, or the Warrant Certificates and Warrants to be
issued pursuant hereto, in any court referred to in this Subsection
B.  Each of the parties hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action, suit proceeding in any such court and waives any other right to
which it may be entitled on account of its place of residence or
domicile.

     

    
      	
              Section
      20.  

            	
              Third Party
      Beneficiaries.

            


    

     

    Each party intends that this Agreement
shall not benefit or create any right or cause of action in or on behalf of any
Person other than the parties hereto and their successors and permitted
assigns.

     

    
      	
              Section
      21.  

            	
              Headings.

            


    

     

    The headings in this Agreement are for
convenience only and shall not affect the construction or interpretation of this
Agreement.

     

    
      	
              Section
      22.  

            	
              Entire
      Agreement.

            


    

     

    This Agreement, together with the
Warrant Certificates and Exhibits, constitutes the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and shall supersede any prior agreements and understandings between the
parties hereto with respect to such subject matter.

     

    
      	
              Section
      23.  

            	
              Expenses.

            


    

     

    Each of the parties hereto shall pay its
own expenses and costs incurred or to be incurred in negotiating, closing and
carrying out this Agreement and in consummating the transactions contemplated
herein, except as otherwise expressly provided for herein.

     

    
      
         

      

      
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              Section
      24.  

            	
              Neutral
      Construction.

            


    

     

    The parties to this Agreement agree that
this Agreement was negotiated fairly between them at arm’s length and that the
final terms of this Agreement are the product of the parties’
negotiations.  Each party represents and warrants that it has sought
and received legal counsel of its own choosing with regard to the contents of
this Agreement and the rights and obligations affected hereby.  The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafting by them, and that the provisions of this Agreement therefore
should not be construed against a party or parties on the grounds that such
party or parties drafted or was more responsible for the drafting of any such
provision(s).

     

    
      	
              Section
      25.  

            	
              Representations and
      Warranties.

            


    

     

    The Company hereby represents and
warrants to the Warrant holder that:

     

    (a) the Company has all requisite
corporate power and authority to (i) execute and deliver this Agreement and (ii)
issue and sell the Common Stock upon the conversion thereof and carry out
provisions of this Agreement.  All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder, and the authorization (or reservation for
issuance), sale and issuance of the Common Stock to be sold hereunder has been
taken or will be taken prior to the date hereof;

     

    (b) this Agreement constitutes a
valid and legally binding obligation of the Company, enforceable in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws relating to application affecting
enforcement of creditor’s rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief of other
equitable remedies;

     

    (c) the Common Stock issuable upon
the conversion thereof that is being purchased hereunder, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid and non assessable
and will be free of restrictions on transfer, other than restrictions on
transfer under applicable state and federal securities laws;

     

    (d) subject in part to the truth
and accuracy of Warrant holder’s representations set forth in Section 11 of this
Agreement, the offer, sale and issuance of the Common Stock issuable upon the
conversion thereof as contemplated by this Agreement are exempt from the
registration requirements of the Securities Act and the qualification or
registration requirements of any state securities or other applicable blue sky
laws; and

     

    (e) the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not result in any such violation, or be in conflict
with or constitute, with or without the passage of time and giving of notice,
either a default under any such provision or an event that results in creation
of any lien, charge or encumbrance upon any assets of the Company or the
suspension, revocation, impairment, forfeiture or non removal of any material
permit, license, authorization or approval applicable to the Company, its
business or operations or any of its assets or properties.

     

    
      
         

      

      
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              Section
      26.  

            	
              Counterparts.

            


    

     

    This Agreement may be executed in
counterparts and by facsimile and each such counterpart shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

     

    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the day and year first
above written.

     

    
      	 
      	
              TUFFNELL
    LTD.

            


    

     

    
      	 
      	
              By:

            	
               /s/ George
      Dory

            	 
      


    

    


    
      	 
      	
              Name: George
      Dory

            


    

    


    
      	 
      	
              Title: Chief Executive Officer,
      President, Secretary, and
Treasurer

            


    

     

    
      
         

      

      
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    EXHIBIT A

     

    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND
LAWS.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE TERMS AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, A
WARRANT AGREEMENT BETWEEN TUFFNELL LTD. AND THE HOLDER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE.  COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.

     

    NO.     500,000
WARRANTS

     

    FORM OF

     

    Warrant Certificate

     

    TUFFNELL LTD.

     

    This Warrant Certificate certifies that
________       , a Non Us Resident, is the
registered holder of 500,000  Warrants (the “ Warrant holder ”) to
purchase shares (the “ Warrant Shares”) of Common Stock of Tuffnell Ltd. (the “
Company ”).  Each Warrant entitles the holder, subject to the
satisfaction of the conditions to exercise set forth in Section 7 of the Warrant
Agreement referred to below, to purchase from the Company at any time or from
time to time on and after April 26 2010, (the “ Warrant Commencement Date
”) and terminate on or prior to 5:00 p.m. 2 years thereafter (the “ Warrant
Expiration Date ”) one fully paid and non assessable Warrant Share at the
Exercise Price set forth in the Warrant Agreement.  The number of
Warrant Shares for which each Warrant is exercisable and the Exercise Price are
subject to adjustment as provided in the Warrant Agreement.

     

    The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants to purchase
Warrant Shares and are issued pursuant to a Warrant Agreement, dated as of April
23, 2010 (the “ Warrant Agreement ”), between the Company and
____________     , which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and Warrant
holder.

     

    Warrant holder may exercise vested
Warrants by surrendering this Warrant Certificate, with the Election to Purchase
attached hereto properly completed and executed, together with payment of the
aggregate Exercise Price, at the offices of the Company specified in Section 15
of the Warrant Agreement.  If upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, there shall be issued to the holder hereof
or its assignee a new Warrant Certificate evidencing the number of Warrants
not exercised.

     

    
      
         

      

      
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    This Warrant Certificate, when
surrendered at the offices of the Company specified in Section 15 of the Warrant
Agreement, by the registered holder thereof in person, by legal representative
or by attorney duly authorized in writing, may be exchanged, in the manner and
subject to the limitations provided in the Warrant Agreement, for one or more
other Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.

     

    The Company may deem and treat the
registered holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the
contrary.

     

    


     

    WITNESS the signatures of the duly
authorized officers of the Company.

     

    Dated: April 23 ,
2010

     

    
       

      
        	 
      	
                TUFFNELL
    LTD.

              


      

       

      
        	 
      	
                By:

              	
                 /s/ George
      Dory

              	 
      


      

      


      
        	 
      	
                Name: George
      Dory

              


      

      


      
        	 
      	
                Title: Chief Executive Officer,
      President, Secretary, and
Treasurer

              


      

       

      
        
           

        

        
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FORM OF

      

    

     

    Election to Purchase

     

    The undersigned hereby irrevocably
elects to exercise _________ of the Warrants evidenced by the attached Warrant
Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently
tendering) payment for such Warrant Shares in an amount determined in accordance
with the terms of the Warrant Agreement.  The undersigned requests
that a certificate representing such Warrant Shares be registered in the name of
, whose address is    and that such certificate be delivered to ,
whose address is .  If said number of Warrants is less than the number
of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the
Warrant Agreement), the undersigned requests that a new Warrant Certificate
evidencing the number of Warrants evidenced by this Warrant Certificate that are
not being exercised be registered in the name of , whose address
is  and that such Warrant Certificate be delivered to , whose address
is .

     

    
      
        	 	
                Dated:                                     
      ,
                   

              
	 	 
      
	 	
                Name of holder of Warrant
      Certificate:

              
	 	 
      
	 	
                  

              
	 	
                (Please
    Print)

              
	 	 
      
	 	
                Address:                                                              

              
	 	 
      
	 	 
      
	 	
                Signature:                                                              

              


      

    

    


    
      	 
      	
              Note:

            	
              The above signature must
      correspond with the name as written in the first sentence of the attached
      Warrant Certificate in every particular, without alteration or enlargement
      or any change whatever, and if the certificate evidencing the Warrant
      Shares or any Warrant Certificate representing Warrants not exercised is
      to be registered in a name other than that in which this Warrant
      Certificate is registered, the signature above must be
      guaranteed.

            


    

     

    Signature
Guaranteed:  _________________________

    


    Dated:                           ,
               

     

    
      
         

      

      
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