**Exhibit4.7**

 

**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****OFFEREDAND SOLD IN RELIANCE UPON THE EXEMPTION, SPECIFIED IN SECTION 4(2) OFTHE SECURITIES ACT AND RULE 506 OF REGULATION D PROMULGATED PURSUANT THERETO.WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED,ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERYTO THE COMPANY AND ITS TRANSFER****AGENT****OF****AN****OPINION OF COUNSELSATISFACTORY TO THE COMPANY AND ITS TRANSFER****AGENT****THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER; OR THESUBMISSION TO THE COMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE ASMAY BE SATISFACTORY TO THE COMPANY****AND ITS TRANSFER AGENT****TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE INVIOLATION OF THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULEOR REGULATION PROMULGATED PURSUANT THERETO.**

 
| No. WC-1-2004 |   |                      Warrants |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------|

 

**WARRANTS TO PURCHASE             SHARESOFA.C.T. HOLDINGS, INC.COMMON STOCKWARRANT CERTIFICATE**

** **

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

 

**WARRANT AGREEMENT**

 

ThisWarrant Certificate certifies that                                                   orregistered assigns, in consideration of                     received, is the registeredholder of Warrants (the “Warrants”) to purchase initially, at any time fromDecember 30, 2005 (the “Effective Date”) until 5:30 p.m. Los Angelestime, on December 30, 2014 (“Expiration Date”), up to the number of fullypaid and nonassessable shares of common stock (“Common Stock”) of A.C.T.Holdings, Inc., a Nevada corporation (the “Company”) set forth above, atthe initial exercise price, subject to adjustment in certain events, of **$2.00per share**(the “Exercise Price”) of Common Stock uponsurrender of this Warrant Certificate and payment of the Exercise Price at anoffice or agency of the Company, but subject to the conditions set forthherein.

 

The Warrants are subject to the followingprovisions, terms and conditions:

 

1

----

 

**1. EXERCISE OF WARRANTS**

 

**Exercise of Warrants.** The Warrants may be exercised by the Holder, in whole or in part (butnot as to a fractional share of Common Stock), by surrender of this WarrantAgreement at the principal office of the Company located at 38 PlantationStreet, Worcester, MA 01605 (or such other office or agency of the Company asmay be designated by notice in writing to the Holder at the address of suchHolder appearing on the books and records of the Company), with the appropriateform attached hereto duly exercised, at any time within the period beginning onthe date of this Warrant Agreement, which is specified above and ending on thatdate exactly ten (10) years from the Effective Date (the “ExercisePeriod”) and (i) by certified or official bank check. The Company agreesthat the shares of Common Stock so purchased shall be deemed to be issued tothe Holder as the record owner of such shares of Common Stock as of the closeof business on the date on which the Warrant Agreement shall have beensurrendered and payment made for such shares of Common Stock. Certificatesrepresenting the shares of Common Stock so purchased shall be delivered to theHolder promptly and in no event later than thirty (30) days after the Warrantsshall have been so exercised.

 

**2. ADJUSTMENTSAND NOTICES**

 

**A.    Adjustments.** The Exercise Price and the number of sharesof Common Stock issuable upon exercise of each Warrant shall be subject toadjustment from time to time, as follows:

 

**(1)****        ****Stock Dividends; Stock Splits; Reverse Stock Splits; andReclassifications.** In theevent that the Company shall (a) pay a dividend with respect to itscapital stock in shares of Common Stock, (b) subdivide its issued andoutstanding shares of Common Stock, (c) combine its issued and outstandingshares of common stock into a smaller number of shares of any class of CommonStock or (d) issue any shares of its capital stock in a reclassificationof the Common Stock (including any such reclassification in connection with amerger, consolidation or other business combination in which the Company is thecontinuing corporation) (any one of which actions is herein referred to as an“Adjustment Event”), the number of shares of Common Stock purchasable uponexercise of each Warrant immediately prior to the record date for suchAdjustment Event shall be adjusted so that the Holder shall thereafter beentitled to receive the number of shares of Common Stock or other securities ofthe Company (such other securities thereafter enjoying the rights of shares ofCommon Stock pursuant to this Warrant Agreement) that such Holder would haveowned or have been entitled to receive after the happening of such AdjustmentEvent, had such Warrant been exercised immediately prior to the happening ofsuch Adjustment Event or any record date with respect thereto. An adjustmentmade pursuant to this Section 2A(1) shall become effectiveimmediately after the effective date

 

2

----

 

ofsuch Adjustment Event retroactive to the record date, if any, for suchAdjustment Event.

 

**(2)****        ****Adjustment of Exercise Price.** Whenever the number of shares of Common Stock purchasable upon theexercise of each Warrant is adjusted pursuant to Section 2A(1) ofthis Warrant Agreement, the Exercise Price for each share of Common Stockpayable upon exercise of each Warrant shall be adjusted by multiplying suchExercise Price immediately prior to such adjustment by a fraction, thenumerator of which shall be the number of shares of Common Stock purchasableupon the exercise of each Warrant immediately prior to such adjustment, and thedenominator of which shall be the number of shares of Common Stock sopurchasable immediately thereafter.

 

**(3)****        ****De Minimis Adjustments.**No adjustment in the number of shares of Common Stock purchasable pursuant tothis Warrant Agreement shall be required, unless such adjustment would requirean increase or decease of at least one percent (1%) in the number of shares ofCommon Stock purchasable upon an exercise of each Warrant; provided, however,that any adjustments which by reason of this Section 2A(3) are notrequired to be made shall be carried forward and taken into account in anysubsequent adjustment. All calculations shall be made to the nearest fullshare.

 

**B.    Notice of Adjustment.** Whenever the number of shares of CommonStock purchasable upon the exercise of each Warrant or the Exercise Price isadjusted, as herein provided, the Company shall promptly notify the Holder inwriting (such writing referred to as an “Adjustment Notice”) of such adjustmentor adjustments and shall deliver to the Holder a certificate of a firm of independentpublic accountants selected by the Board of Directors of the Company (who maybe the regular accountants employed by the Company) or of the IndependentFinancial Expert, if any, which makes a determination of Current Market Valuewith respect to any such adjustment setting forth the number of shares ofCommon Stock purchasable upon the exercise of each Warrant and the ExercisePrice after such adjustment, setting forth a brief statement of the factsrequiring such adjustment and setting forth the computation by which suchadjustment was made.

 

**C.    Amendment of WarrantAgreement.** ThisWarrant Agreement may not be changed because of any change in the ExercisePrice or in the number of shares of Common Stock purchasable upon the exerciseof a Warrant. The Company may at the time in the Company’s sole discretion makeany change in the form of a warrant agreement that the Company may deemappropriate and that does not affect the substance thereof and any warrantagreement thereafter issued, whether in exchange or substitution for anyoutstanding warrant agreement or otherwise, may be in the form so changed.

 

**D.    Notice to Holder of RecordDate, 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

 

3

----

 

(including, withoutlimitation, evidence of indebtedness and assets), with respect to shares of CommonStock at least twenty (20) calendar days before any such date. In the eventthat at any time after the date hereof, there shall be a voluntary orinvoluntary dissolution, liquidation or winding up of the Company, then theCompany shall cause to be mailed (by first class mail, postage prepaid) to theHolder at the Holder’s address as shown on the books of the Company, at theearliest practicable time (and, in any event, not less than twenty (20)calendar days before any date set for definitive action), notice of the date onwhich such dissolution, liquidation or winding up shall take place, as the casemay be. The notices referred to above shall also specify the date as of whichthe holders 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 issuefractional shares of Common Stock on the exercise of the Warrants. If more thanone Warrant shall be presented for exercise in full at the same time by thesame holder, the number of full shares of Common Stock which shall be issuableupon such exercise shall be computed on the basis of the aggregate number ofwhole shares of Common Stock purchasable on exercise of the Warrants sopresented. If any fraction of a share of Common Stock would, except for theprovisions of this Section 2E be issuable on the exercise of the Warrants(or specified proportion thereof), the Company shall pay an amount in cashcalculated by it to be equal to the then fair value of one share of CommonStock, as determined by the Board of Directors of the Company in good faith,multiplied by such fraction computed to the nearest whole cent.

 

**3.RESERVATION AND AUTHORIZATION OF COMMON STOCK**

 

The Company covenants andagrees (a) that all shares of Common Stock which may be issued upon theexercise of the Warrants will, upon issuance, be validly issued, fully paid andnonassessable and free of all insurance or transfer taxes, liens and chargeswith respect to the issue thereof; (b) that during the Exercise Period,the Company will at all times have authorized, and reserved for the purpose ofissue or transfer upon exercise of the Warrants, sufficient shares of CommonStock to provide for the exercise of the Warrants, and (c) that theCompany will take all such action as may be necessary to ensure that the sharesof Common Stock issuable upon the exercise of the Warrants may be so issuedwithout violation of any applicable law or regulation, or any requirements ofany domestic securities exchange upon which any capital stock of the Companymay be listed; provided, however, that nothing contained herein shall imposeupon the Company any obligation to register the Warrants or the Common Stockpursuant to applicable securities laws. In the event that any securities of theCompany, other than the Common Stock, are issuable upon exercise of theWarrants, the Company will take or refrain from

 

4

----

 

taking any action referredto in clauses (a) through (c) of this Section 3 as though suchclauses applied, mutatis mutandis, to such other securities then issuable uponthe exercise the Warrants.

 

**4. NO VOTING RIGHTS**

 

This Warrant Agreement shallnot entitle the Holder to any voting rights or other rights as a stockholder ofthe Company.

 

**5. CALL OF WARRANTS BY THE COMPANY.**

 

The Company shall have theright to force the purchase, at the Exercise Price, of any or all Warrants onor after the date (the “Call Date”) on which: (i) the price (“price” shallbe determined by taking the average between the bid and ask prices over thepreceding five (5) day period) of the Company’s common stock as reportedon the Over the Counter Bulletin Board, or other nationally recognizedexchange, as the case may be, equals or exceeds 150% of the Exercise Price; and(ii) the average trading volume of the Company’s common stock on the Overthe Counter Bulletin Board or other nationally recognized exchange, as the casemay be, equals or exceeds 20,000 shares per day over the previous thirty (30)day period (collectively, the “Conditions to Call”). Should the Companydetermine that the Conditions to Call have been satisfied, the Company shallprovide the Holder with written notice of its intent to call the Warrants. TheHolder shall have ten (10) days from the date appearing on such notice toexercise the Warrants as specified herein and tender the Exercise Price to theCompany. If the Holder fails to exercise the warrants within the specifiedperiod, all Warrants issued in the name of Holder shall, without any otheraction by the Company, terminate.

 

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

 

The Holder agrees to beobligated by any and all provisions with respect to any and all limitations,including limitations imposed by the Securities Act of 1933, as amended,regarding the Warrants and the shares of Common Stock or other securitiesissuable upon exercise of the Warrants. The Holder acknowledges and agrees thathe 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 transferand issuing opinions in connection therewith.

 

**7. LOCK-UP PROVISION**

 

In the event that the Boardof Directors of the Company determines, in its sole and absolute discretion,that it is in the best interests of the Company and its shareholders to causeHolder to execute a lockup/leak-out agreement related to the common stock

 

5

----

 

underlying the Warrants(whether such underlying common stock is registered or not), Holderspecifically agrees to execute such an agreement as presented by the Company.The terms and conditions of such lockup/leak-out agreement, if necessary, shallbe set by the Company, in its sole and absolute discretion, and will include,but not be limited to, at least a twelve (12) month lockup/leak-out provision.In the event that Holder refuses to execute the lockup/leak-out agreement(which may be a condition precedent to the issuance of the stock underlying theWarrants), the Holder herewith specifically agrees that the Company may refuseto issue the common stock issuable upon exercise of the Warrants.

 

**8. PIGGY-BACK REGISTRATION RIGHTS**

 

Subject to the exceptionsspecified in this Section 8, in the event that the Company decides to filea registration statement with the Securities and Exchange Commission pursuantto the Securities Act, the Company shall provide Holder with written notice ofits intent to file a registration statement. Holder will then have fifteen (15)days from the date appearing on the notice to request, in writing, that theCompany use its best efforts to include in that registration statement, forregistration, all or any portion of the common stock issuable upon exercise ofthese Warrants. If Holder does not provide the Company with written noticewithin fifteen (15) days, Holder loses Holder’s right to request registrationof the shares issuable upon the exercise of these Warrants. If proper notice isgiven, the Company agrees to use its best efforts to prepare and file with theSecurities and Exchange Commission such amendments and supplements to theregistration statement and the prospectus used in connection with suchregistration statement necessary to comply with the provisions of theSecurities Act and to cause such registration statement to become effective.The Company shall pay all expenses and fees incurred by Holder in registeringall or any portion of the shares issuable upon exercise of these Warrants. Theexceptions to the piggy-back registration rights granted herein (i.e., Holderwill not have the right to request that the Company register the common stockunderlying the Warrants) are as follows: (i) the registration statementfiled by the Company is related or a condition to a secondary offeringconducted by the Company; or (ii) the registration statement filed by theCompany seeks to register stock whose aggregate value (exclusive of the commonstock issuable upon exercise of the Warrants) is less than Ten Million Dollars($10,000,000).

 

**9. MERGERS, CONSOLIDATIONS, ETC.**

 

A. Except as may otherwisebe provided, if the Company shall merge or consolidate with anothercorporation, the Holder shall thereafter have the right, upon exercise of therights specified in this Warrant Agreement and payment of the Exercise Price,to receive solely the kind and amount of shares of stock (including, ifapplicable, Common Stock), other securities, property or cash or anycombination thereof receivable by a holder of the number of shares of CommonStock for which this Warrant Agreement might have been exercised immediately priorto such merger or consolidation (assuming, if applicable, that the holder ofsuch Common Stock failed to exercise its rights of election, if any, as to the

 

6

----

 

kind or amount of shares ofstock, other securities, property or cash or combination thereof receivableupon such merger or consolidation).

 

B. In case of anyreclassification or change of the shares of Common Stock issuable upon exerciseof (other than elimination or par value, a change in par value, or from parvalue to no par value, or as the result of a subdivision or combination ofshares (which is provided for elsewhere herein), but including anyreclassification of the shares of 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).

 

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

 

The rights and obligationsof the Company, of the Holder, and of the holders of shares of Common Stock orother securities issued upon exercise of the Warrants, specified in thisWarrant Agreement shall survive 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)                        |   |
|                                              |  |  |  |

 

7

----

 
|                   |   |
|------------------------|--------|
| (Print Name of Holder) |   |

 

8

----