**Exhibit4.5**

 

**THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE OFFERED FOR****INVESTMENT****ONLY AND HAVE NOT BEENREGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 FROMREGISTRATION AS AMENDED (“SECURITIES ACT”), AND HAVE****BEEN****OFFERED AND SOLD IN RELIANCEUPON THE EXEMPTION, SPECIFIED IN SECTION ****4(2) ****OF THE SECURITIES ACT AND RULE 506 OF REGULATION DPROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH SECURITIESMAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISEDISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY AND****ITS TRANSFER****AGENT OF AN OPINION OFCOUNSEL SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT THAT SUCHREGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER; OR THE SUBMISSION TO THECOMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE****AS MAY ****BE SATISFACTORY TO THECOMPANY AND ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOTBE IN VIOLATION OF THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS OR ANYRULE OR REGULATION PROMULGATED****PURSUANT****THERETO.**

 
| No. WC-l-2004 |   | 1,100,000       Warrants |
|--------------------|--------|-------------------------------------------------------------|

 

**WARRANTS TO PURCHASE**

**              SHARESOFA.C.T. HOLDINGS, INC.COMMON STOCKWARRANT CERTIFICATE**

 

**Date of Issuance: December 30, 2004**

 

**WARRANTAGREEMENT**

 

ThisWarrant Certificate certifies that                                     ,or registered assigns, inconsideration of                   received,is the registered holder of Warrants (the “Warrants”) to purchase initially, atany time from December 30, 2005 (the “Effective Date”) until5:30 p.m. Los Angeles time, on December 30, 2014 (“Expiration Date”),up to the number of fully paid and nonassessable shares of common stock(“Common Stock”) of A.C.T. Holdings, Inc., a Nevada corporation (the“Company”) set forth above, at the initial exercise price, subject toadjustment in certain events, of **$0.85 per share** (the “Exercise Price”) of Common Stock upon surrender of thisWarrant Certificate and payment of the Exercise Price at an office or agency ofthe Company, but subject to the conditions set forth herein.

 

The Warrants are subject tothe following provisions, terms and conditions:

 

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**1.EXERCISE OF WARRANTS**

 

**Exercise of Warrants.** The Warrants may be exercised by the Holder,in whole or in part (but not as to a fractional share of Common Stock), bysurrender of this Warrant Agreement at the principal office of the Companylocated at 38 Plantation Street, Worcester, MA 01605 (or such other office oragency of the Company as may be designated by notice in writing to the Holderat the address of such Holder appearing on the books and records of theCompany), with the appropriate form attached hereto duly exercised, at any timewithin the period beginning on the date of this Warrant Agreement, which is specifiedabove and ending on that date exactly ten (10) years from the EffectiveDate (the “Exercise Period”) and (i) by certified or official bank checkor (ii) by surrender to the Company for cancellation of a portion of theseWarrants representing that number of unissued shares of Common Stock underlyingthese Warrants which is equal to the quotient obtained by dividing (A) theproduct obtained by multiplying the Exercise Price by the number of shares ofsuch Common Stock being purchased upon such exercise by (B) the differenceobtained by subtracting the Exercise Price from the average of the bid andasked prices on the date of exercise (the “Per Share Market Value”) as of thedate of such exercise. In any case where the consideration payable upon such exerciseis being paid in whole or in part pursuant to the provisions of clause(ii) of this subsection (b), such exercise shall be accompanied bywritten notice from the Holder of these Warrants specifying the manner ofpayment thereof and containing a calculation showing the number of such sharesof Common Stock with respect to which rights are being surrendered thereunderand the net number of shares to be issued after giving effect to suchsurrender. The Company agrees that the shares of Common Stock so purchasedshall be deemed to be issued to the Holder as the record owner of such sharesof Common Stock as of the close of business on the date on which the WarrantAgreement shall have been surrendered and payment made for such shares ofCommon Stock. Certificates representing the shares of Common Stock so purchasedshall be delivered to the Holder promptly and in no event later than thirty(30) days after the Warrants shall have been so exercised.

 

**2. ADJUSTMENTS AND NOTICES**

 

**A.Adjustments.** TheExercise Price and the number of shares of Common Stock issuable upon exerciseof each Warrant shall be subject to adjustment from time to time, as follows:

 

**(1)****        **** Stock Dividends; StockSplits; Reverse Stock Splits; and Reclassifications.** In the event that the Company shall(a) pay a dividend with respect to its capital stock in shares of CommonStock, (b) subdivide its issued and outstanding shares of Common Stock,(c) combine its issued and outstanding shares of common stock into asmaller number of shares of any class of Common Stock or (d) issue anyshares of its capital stock in a reclassification of the Common Stock(including any such reclassification in connection with a merger, consolidationor other business combination in which the Company is the continuing

 

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corporation)(any one of which actions is herein referred to as an “Adjustment Event”), thenumber of shares of Common Stock purchasable upon exercise of each Warrantimmediately prior to the record date for such Adjustment Event shall beadjusted so that the Holder shall thereafter be entitled to receive the numberof shares of Common Stock or other securities of the Company (such othersecurities thereafter enjoying the rights of shares of Common Stock pursuant tothis Warrant Agreement) that such Holder would have owned or have been entitledto receive after the happening of such Adjustment Event, had such Warrant beenexercised immediately prior to the happening of such Adjustment Event or anyrecord date with respect thereto. An adjustment made pursuant to thisSection 2A(1) shall become effectiveimmediately after the effective date of such Adjustment Event retroactive tothe record date, if any, for such Adjustment Event.

 

**(2)****        ****Adjustment of Exercise Price.** Whenever the number of shares of CommonStock purchasable upon the exercise of each Warrant is adjusted pursuant toSection 2A(1) of this Warrant Agreement, the Exercise Price for eachshare of Common Stock payable upon exercise of each Warrant shall be adjustedby multiplying such Exercise Price immediately prior to such adjustment by afraction, the numerator of which shall be the number of shares of Common Stockpurchasable upon the exercise of each Warrant immediately prior to suchadjustment, and the denominator of which shall be the number of shares ofCommon Stock so purchasable immediately thereafter.

 

**(3)****        ****De Minimis Adjustments.** No adjustment in the number of shares of Common Stock purchasablepursuant to this Warrant Agreement shall be required, unless such adjustmentwould require an increase or decease of at least one percent (1%) in the numberof shares of Common Stock purchasable upon an exercise of each Warrant;provided, however, that any adjustments which by reason of this Section 2A(3) are not required to be made shall be carriedforward and taken into account in any subsequent adjustment. All calculationsshall be made to the nearest full share.

 

**B.Notice of Adjustment.**Whenever the number of shares of Common Stock purchasable upon the exercise ofeach Warrant or the Exercise Price is adjusted, as herein provided, the Companyshall promptly notify the Holder in writing (such writing referred to as an“Adjustment Notice”) of such adjustment or adjustments and shall deliver to theHolder a certificate of a firm of independent public accountants selected bythe Board of Directors of the Company (who may be the regular accountantsemployed by the Company) or of the Independent Financial Expert, if any, whichmakes a determination of Current Market Value with respect to any suchadjustment setting forth the number of shares of Common Stock purchasable uponthe exercise of each Warrant and the Exercise Price after such adjustment,setting forth a brief statement of the facts requiring such adjustment andsetting forth the computation by which such adjustment was made.

 

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**C.Amendment of Warrant Agreement.** This Warrant Agreement may not be changed because of any change in theExercise Price or in the number of shares of Common Stock purchasable upon theexercise of a Warrant. The Company may at the time in the Company’s solediscretion make any change in the form of a warrant agreement that the Companymay deem appropriate and that does not affect the substance thereof and anywarrant agreement thereafter issued, whether in exchange or substitution forany outstanding warrant agreement or otherwise, may be in the form so changed.

 

**D.Notice to Holder of Record Date, Dissolution, Liquidation or Winding Up.** The Company shall cause to be mailed (byfirst class mail, postage prepaid) to the Holder notice of the record date forany dividend, distribution or payment, in cash or in kind (including, withoutlimitation, evidence of indebtedness and assets), with respect to shares ofCommon Stock at least twenty (20) calendar days before any such date. In theevent that at any time after the date hereof, there shall be a voluntary orinvoluntary dissolution, liquidation or winding up of the Company, then the Companyshall cause to be mailed (by first class mail, postage prepaid) to the Holderat the Holder’s address as shown on the books of the Company, at the earliestpracticable time (and, in any event, not less than twenty (20) calendar daysbefore any date set for definitive action), notice of the date on which suchdissolution, liquidation or winding up shall take place, as the case may be.The notices referred to above shall also specify the date as of which theholders of the shares of Common Stock of record or other securities underlyingthe Warrants shall be entitled to receive such dividend, money or the propertydeliverable upon such dissolution, liquidation or winding up, as the case maybe (the “Entitlement Date”). In the case of a distribution of evidence ofindebtedness or assets (other than in dissolution, liquidation or winding up),if the Holder elects to exercise the Warrants in accordance with Section 1of this Warrant Agreement and become a holder of the Common Stock on theEntitlement Date, the Holder shall thereafter receive the evidence ofindebtedness or assets distributed in respect of shares of Common Stock.

 

**E.Fractional Interest.**The Company shall not be required to issue fractional shares of Common Stock onthe exercise of the Warrants. If more than one Warrant shall be presented forexercise in full at the same time by the same holder, the number of full sharesof Common Stock which shall be issuable upon such exercise shall be computed onthe basis of the aggregate number of whole shares of Common Stock purchasableon exercise of the Warrants so presented. If any fraction of a share of CommonStock would, except for the provisions of this Section 2E be issuable onthe exercise of the Warrants (or specified proportion thereof), the Companyshall pay an amount in cash calculated by it to be equal to the then fair valueof one share of Common Stock, as determined by the Board of Directors of theCompany in good faith, multiplied by such fraction computed to the nearestwhole cent.

 

**3. RESERVATION AND AUTHORIZATIONOF COMMON STOCK**

 

The Company covenants and agrees(a) that all shares of Common Stock which may be issued upon the exerciseof the Warrants will, upon issuance, be validly issued, fully paid

 

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and nonassessable and freeof all insurance or transfer taxes, liens and charges with respect to the issuethereof; (b) that during the Exercise Period, the Company will at alltimes have authorized, and reserved for the purpose of issue or transfer uponexercise of the Warrants, sufficient shares of Common Stock to provide for theexercise of the Warrants, and (c) that the Company will take all suchaction as may be necessary to ensure that the shares of Common Stock issuableupon the exercise of the Warrants may be so issued without violation of anyapplicable law or regulation, or any requirements of any domestic securitiesexchange upon which any capital stock of the Company may be listed; provided,however, that nothing contained herein shall impose upon the Company anyobligation to register the Warrants or the Common Stock pursuant to applicablesecurities laws. In the event that any securities of the Company, other thanthe Common Stock, are issuable upon exercise of the Warrants, the Company willtake or refrain from taking any action referred to in clauses (a) through(c) of this Section 3 as though such clauses applied, mutatismutandis, to such other securities then issuable upon the exercise theWarrants.

 

**4. NO VOTING RIGHTS**

 

ThisWarrant Agreement shall not entitle the Holder to any voting rights or otherrights as a stockholder of the Company.

 

**5. EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK**

 

TheHolder agrees to be obligated by any and all provisions with respect to any andall limitations, including limitations imposed by the Securities Act of 1933,as amended, regarding the Warrants and the shares of Common Stock or othersecurities issuable upon exercise of the Warrants. The Holder acknowledges andagrees that he or she is aware that there are substantial restrictions on thetransferability of the Warrants and the shares of Common Stock or othersecurities issuable upon exercise of the Warrants. The undersigned alsoacknowledges and agrees that he or she shall be responsible for compliance withall conditions on transfer imposed by a Securities Administrator of any state,province or territory and for any expenses incurred by the Company for legaland accounting services in connection with reviewing such a proposed transfer andissuing opinions in connection therewith.

 

**6. LOCK-UP PROVISION**

 

Inthe event that the Board of Directors of the Company determines, in its soleand absolute discretion, that it is in the best interests of the Company andits shareholders to cause Holder to execute a lockup/leak-out agreement relatedto the common stock underlying the Warrants (whether such underlying commonstock is registered or not), Holder specifically agrees to execute such anagreement as presented by the Company. The terms and conditions of suchlockup/leak-out agreement, if necessary, shall be set by the Company, in itssole and absolute discretion, and will include, but not be limited to, at leasta twelve (12) month lockup/leak-out provision. In the event that Holder refusesto execute the lockup/leak-out agreement (which may be a condition precedent tothe

 

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issuance of the stock underlying the Warrants), theHolder herewith specifically agrees that the Company may refuse to issue thecommon stock issuable upon exercise of the Warrants.

 

**7. PIGGY-BACK REGISTRATION RIGHTS**

 

Subjectto the exceptions specified in this Section 8, in the event that theCompany decides to file a registration statement with the Securities andExchange Commission pursuant to the Securities Act, the Company shall provideHolder with written notice of its intent to file a registration statement.Holder will then have fifteen (15) days from the date appearing on the noticeto request, in writing, that the Company use its best efforts to include inthat registration statement, for registration, all or any portion of the commonstock issuable upon exercise of these Warrants. If Holder does not provide theCompany with written notice within fifteen (15) days, Holder loses Holder’sright to request registration of the shares issuable upon the exercise of theseWarrants. If proper notice is given, the Company agrees to use its best effortsto prepare and file with the Securities and Exchange Commission such amendmentsand supplements to the registration statement and the prospectus used inconnection with such registration statement necessary to comply with theprovisions of the Securities Act and to cause such registration statement tobecome effective. The Company shall pay all expenses and fees incurred byHolder in registering all or any portion of the shares issuable upon exerciseof these Warrants. The exceptions to the piggy-back registration rights grantedherein (i.e., Holder will not have the right to request that the Companyregister the common stock underlying the Warrants) are as follows: (i) theregistration statement filed by the Company is related or a condition to asecondary offering conducted by the Company; or (ii) the registrationstatement filed by the Company seeks to register stock whose aggregate value(exclusive of the common stock issuable upon exercise of the Warrants) is lessthan Ten Million Dollars ($10,000,000).

 

**8. MERGERS, CONSOLIDATIONS, ETC.**

 

A. Except as may otherwise be provided, if theCompany shall merge or consolidate with another corporation, the Holder shallthereafter have the right, upon exercise of the rights specified in thisWarrant Agreement and payment of the Exercise Price, to receive solely the kindand amount of shares of stock (including, if applicable, Common Stock), othersecurities, property or cash or any combination thereof receivable by a holderof the number of shares of Common Stock for which this Warrant Agreement mighthave been exercised immediately prior to such merger or consolidation(assuming, if applicable, that the holder of such Common Stock failed toexercise its rights of election, if any, as to the kind or amount of shares ofstock, other securities, property or cash or combination thereof receivableupon such merger or consolidation).

 

B. In case of any reclassification or changeof the shares of Common Stock issuable upon exercise of (other than eliminationor par value, a change in par value, or from par value to no par value, or asthe result of a subdivision or combination of shares (which is provided forelsewhere herein), but including any reclassification of the shares of

 

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Common stock into two (2) or moreclasses or series of shares) or in case of any merger or consolidation ofanother corporation into the Company in which the Company is the survivingcorporation and in which there is a reclassification or change of the shares ofCommon Stock (other than a change in par value, or from par value to no parvalue, or as a result of a subdivision or combination (which is provided forelsewhere herein), but including any reclassification of the shares of CommonStock, the Holder shall thereafter have the right, upon exercise hereof andpayment of the Exercise Price, to receive solely the kind and amount of sharesof stock (including, if applicable, Common Stock), other securities, propertyor cash or any combination thereof receivable upon such reclassification,change, merger or consolidation by a holder of the number of shares of CommonStock for which the rights specified in this Warrant Agreement might have beenexercised immediately prior to such reclassification, change, merger orconsolidation (assuming, if applicable, that the holder of such Common Stockfailed to exercise its rights of election, if any, as to the kind or amount ofshares of stock, other securities, property or cash or combination thereofreceivable upon such reclassification, change, merger or consolidation).

 

**9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS**

 

The rights and obligations of the Company, ofthe Holder, and of the holders of shares of Common Stock or other securitiesissued upon exercise of the Warrants, specified in this Warrant Agreement shallsurvive the exercise of the Warrants.

 

Dated: December 30, 2004

 
| COMPANY                |             |
|------------------------|------------------|
|                   |             |
| A.C.T. HOLDINGS, INC., |             |
| A Nevada corporation   |             |
|                   |             |
|                   |             |
| By:                    |             |   |   |
|                   | David C. Merrell |   |   |
| Its:                   | President        |   |   |
|                   |             |
| HOLDER                 |             |
|                   |             |
|                   |             |   |
| (Signature of Holder)  |             |   |
|                   |             |   |
|                   |             |   |
| (Print Name of Holder) |             |   |
|                        |                  |  |  |  |

 

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