Unassociated Document



Exhibit
4.3




THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND
THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO HYBRID FUEL SYSTEMS, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.





	 	
      Right
      to Purchase _________ shares of Common Stock of Hybrid Fuel Systems, Inc.
      (subject to adjustment as provided herein)







CLASS
A COMMON STOCK PURCHASE WARRANT

 

No. 2005-A-001      Issue
Date: March 31, 2005

 

HYBRID
FUEL SYSTEMS, INC., a corporation organized under the laws of the State of
Georgia (the “Company”), hereby certifies that, for value received, ALPHA
CAPITAL AKTIENGESELLSCHAFT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein,
Fax: 011-42-32323196, or its
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company at any time after the Issue Date until 5:00 p.m.,
E.S.T on the fifth (5th)
anniversary of the Issue Date (the “Expiration Date”), up to ________ fully paid
and nonassessable shares of Common Stock at a per share purchase price equal to
the lesser of $0.81, or 101% of the closing bid price of the Common Stock as
reported by Bloomberg L.P. for the Principal Market (as defined in the
Subscription Agreement) for the last trading day preceding the Initial Closing
Date. The aforedescribed purchase price per share, as adjusted from time to time
as herein provided, is referred to herein as the "Purchase Price." The number
and character of such shares of Common Stock and the Purchase Price are subject
to adjustment as provided herein. The Company may reduce the Purchase Price
without the consent of the Holder. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Subscription
Agreement (the “Subscription
Agreement”), dated
March 31, 2005, entered into by the Company and Holder’s of the Class A
Warrants.




As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings: 

 

(a) The term
“Company” shall include Hybrid Fuel Systems, Inc. and any corporation which
shall succeed or assume the obligations of Hybrid Fuel Systems, Inc. hereunder.


 

(b) The term
“Common Stock” includes (a) the Company's Common Stock, $.001 par value per
share, as authorized on the date of the Subscription Agreement, and (b) any
other securities into which or for which any of the securities described in
(a) may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

 

(c) The term
“Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 5 or otherwise. 

 







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(d) The term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.

 

1. Exercise
of Warrant.

 

1.1. Number
of Shares Issuable upon Exercise. From
and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of subsection 1.2 or upon exercise of this
Warrant in part in accordance with subsection 1.3, shares of Common Stock
of the Company, subject to adjustment pursuant to Section 4.

 

1.2. Full
Exercise. This
Warrant may be exercised in full by the Holder hereof by delivery of an original
or facsimile copy of the form of subscription attached as Exhibit A hereto
(the “Subscription Form") duly executed by such Holder and surrender of the
original Warrant within four (4) days of exercise, to the Company at its
principal office or at the office of its Warrant Agent (as provided
hereinafter), accompanied by payment, in cash, wire transfer or by certified or
official bank check payable to the order of the Company, in the amount obtained
by multiplying the number of shares of Common Stock for which this Warrant is
then exercisable by the Purchase Price then in effect. 

 

1.3. Partial
Exercise. This
Warrant may be exercised in part (but not for a fractional share) by surrender
of this Warrant in the manner and at the place provided in subsection 1.2
except that the amount payable by the Holder on such partial exercise shall be
the amount obtained by multiplying (a) the number of whole shares of Common
Stock designated by the Holder in the Subscription Form by (b) the Purchase
Price then in effect. On any such partial exercise, the Company, at its expense,
will forthwith issue and deliver to or upon the order of the Holder hereof a new
Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may request, the whole
number of shares of Common Stock for which such Warrant may still be
exercised.

 

1.4. Fair
Market Value. Fair
Market Value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean: 

 

(a) If the
Company's Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC,
then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;

 

(b) If the
Company's Common Stock is not traded on an exchange or on the NASDAQ National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.,
but is traded in the over-the-counter market, then the average of the closing
bid and ask prices reported for the last business day immediately preceding the
Determination Date;

 

(c) Except as
provided in clause (d) below, if the Company's Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided; or

 

(d) If the
Determination Date is the date of a liquidation, dissolution or winding up, or
any event deemed to be a liquidation, dissolution or winding up pursuant to the
Company's charter, then all amounts to be payable per share to holders of the
Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.

 







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1.5. Company
Acknowledgment. The
Company will, at the time of the exercise of the Warrant, upon the request of
the Holder hereof acknowledge in writing its continuing obligation to afford to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such
rights.

 

1.6. Trustee
for Warrant Holders. In the
event that a bank or trust company shall have been appointed as trustee for the
Holder of the Warrants pursuant to Subsection 3.2, such bank or trust
company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1. 

 

1.7 Delivery
of Stock Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within four (4) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


 

2. Cashless
Exercise.

 

(a) If a
Registration Statement (as defined in the Subscription Agreement) (“Registration
Statement”) is effective and the Holder may sell its shares of Common Stock upon
exercise hereof pursuant to the Registration Statement, this Warrant may be
exercisable in whole or in part for cash only as set forth in Section 1 above.
If no such Registration Statement is available during the time that such
Registration Statement is required to be effective pursuant to the terms of the
Subscription Agreement, then payment upon exercise may be made at the option of
the Holder either in (i) cash, wire transfer or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the
Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the holder
per the terms of this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

 

(b) If the
Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:

 







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X=Y
(A-B)

   A

 



	 	 	 	 
	 	 	 	 
	
       Where  
	X= 	 	the number of shares of Common Stock to be
      issued to the holder  
	 	 	 	 
	
       
	Y=	 	
      the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being exercised (at the date of such calculation)

	 	 	 	 
	
       
	A=	 	
      the
      Fair Market Value of one share of the Company’s Common Stock (at the date
      of such calculation) 

	 	 	 	 
	
       
	B= 	 	
      Purchase
      Price (as adjusted to the date of such
  calculation) 





 

 

1.  The
Holder may employ the cashless exercise feature described in Section (b) above
only during the pendency of a Non-Registration Event as described in Section 11
of the Subscription Agreement.

 

For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued pursuant to the Subscription
Agreement.

 

3. Adjustment
for Reorganization, Consolidation, Merger, etc.

 

3.1. Reorganization,
Consolidation, Merger, etc. In case
at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person or
(c) transfer all or substantially all of its properties or assets to any
other person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant, on the exercise hereof as provided in
Section 1, at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the case
may be, shall receive, in lieu of the Common Stock (or Other Securities)
issuable on such exercise prior to such consummation or such effective date, the
stock and other securities and property (including cash) to which such Holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in Section 4.

 

3.2. Dissolution. In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable by
the Holder of the Warrants after the effective date of such dissolution pursuant
to this Section 3 to a bank or trust company (a "Trustee") having its
principal office in New York, NY, as trustee for the Holder of the
Warrants. 

 







4












3.3. Continuation
of Terms. Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable to
the Other Securities and property receivable on the exercise of this Warrant
after the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any Other Securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4. In
the event this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then only in
such event will the Company's securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the Trustee
as contemplated by Section 3.2.

 

3.4 Share
Issuance. Until
the Expiration Date, if the Company shall issue any Common Stock except for the
Excepted Issuances (as defined in the Subscription Agreement), prior to the
complete exercise of this Warrant for a consideration less than the Purchase
Price that would be in effect at the time of such issue, then, and thereafter
successively upon each such issue, the Purchase Price shall be reduced to such
other lower issue price. For purposes of this adjustment, the issuance of any
security or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Purchase Price
upon the issuance of the above-described security, debt instrument, warrant,
right, or option and again at any time upon any subsequent issuances of shares
of Common Stock upon exercise of such conversion or purchase rights if such
issuance is at a price lower than the Purchase Price in effect upon such
issuance. The reduction of the Purchase Price described in this Section 3.4 is
in addition to the other rights of the Holder described in the Subscription
Agreement.

 

4. Extraordinary
Events Regarding Common Stock. In the
event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock,
(b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of
the Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Purchase Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be
the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or
events described herein in this Section 4. The number of shares of Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof
as provided in Section 1, be entitled to receive shall be adjusted to a
number determined by multiplying the number of shares of Common Stock that would
otherwise (but for the provisions of this Section 4) be issuable on such
exercise by a fraction of which (a) the numerator is the Purchase Price
that would otherwise (but for the provisions of this Section 4) be in
effect, and (b) the denominator is the Purchase Price in effect on the date
of such exercise.

 

5. Certificate
as to Adjustments. In each
case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of the Warrants, the Company at its expense
will promptly cause its Chief Financial Officer or other appropriate designee to
compute such adjustment or readjustment in accordance with the terms of the
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to
be outstanding, and (c) the Purchase Price and the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of the Warrant and any Warrant Agent of the Company
(appointed pursuant to Section 11 hereof).

 







5












6. Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant. This
Warrant entitles the Holder hereof to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Company's Common Stock. 

 

7. Assignment;
Exchange of Warrant. Subject
to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a
"Transferor"). On the surrender for exchange of this Warrant, with the
Transferor's endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form") and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this Warrant will be
in compliance with applicable securities laws, the Company at its expense,
twice, only, but with payment by the Transferor of any applicable transfer
taxes, will issue and deliver to or on the order of the Transferor thereof a new
Warrant or Warrants of like tenor, in the name of the Transferor and/or the
transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant.

 

8. Replacement
of Warrant. On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of this Warrant, the
Company at its expense, twice only, will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

 

9. Registration
Rights. The
Holder of this Warrant has been granted certain registration rights by the
Company. These registration rights are set forth in the Subscription Agreement.
The terms of the Subscription Agreement are incorporated herein by this
reference.

 

10. Maximum
Exercise. The
Holder shall not be entitled to exercise this Warrant on an exercise date nor
may the Company exercise its right to give a Call Notice (as defined in Section
11) in connection with that number of Common Stock which would be in excess of
the sum of (i) the number of shares of Common Stock beneficially owned by
the Holder and its affiliates on an exercise date or Call Date, and
(ii) the number of Common Stock issuable upon the exercise of this Warrant
with respect to which the determination of this limitation is being made on an
exercise date or Call Date, which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding Common Stock on
such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 4.99%. The
Holder may waive the conversion limitation described in this Section 10, in
whole or in part and increase the amount that may be beneficially owned from
4.99% to 9.99%, upon and effective after 61 days prior written notice to the
Company. The
Holder may allocate which of the equity of the Company deemed beneficially owned
by the Subscriber shall be included in the 4.99% amount described above and
which shall be allocated to the excess above 4.99%.

 

11. Call. The
Company shall have the option to "call" the exercise of up to 50% of the shares
issuable upon exercise of this Warrant (the "Warrant Call") in accordance with
and governed by the following:

 







6












(a) The
Company shall exercise the Warrant Call by giving to the Warrant Holder a
written notice of call (the "Call Notice") during the period in which the
Warrant Call may be exercised. The effective date of each Call Notice (the “Call
Date”) is the date on which notice is effective under the notice provision of
Section 15 of this Warrant.

 

(b) The
Company's right to exercise the Warrant Call shall commence thirty trading days
after the actual effective date of a Registration Statement described in Section
11.1(iv) of the Subscription Agreement and end thirty trading days prior to the
Expiration Date.

 

(c) The
number of shares of Common Stock to be issued upon exercise of the Warrant which
are subject to a Call Notice must be registered in a Registration Statement
effective from thirty (30) trading days prior to the Call Date and through the
date such Common Stock is actually delivered to the Warrant Holder (“Delivery
Date”).




(d) A Call
Notice may be given not sooner than fifteen trading days after the prior Call
Date.




(e) A Call
Notice may be given by the Company in connection with shares of Common Stock
issuable upon exercise of the Warrant only within ten days after the Common
Stock has had a closing price as reported for the Principal Market (as defined
in the Subscription Agreement) equal to or more than two hundred percent (200%)
of the Purchase Price for thirty (30) consecutive trading days (“Lookback
Period”). 




(f) The
Common Stock must be listed on the Principal Market for the Lookback Period and
through the Delivery Date.

 

(g) The
Company shall not have received a notice from the Principal Market during the
ninety calendar days prior to the Call Date that the Company or its Common Stock
does not meet the requirements for continued quotation, listing or trading on
the Principal Market.

 

(h) The
Company and the Common Stock shall meet the requirements for continued
quotation, listing or trading on the Principal Market for the Lookback Period
and through the Delivery Date.

 

(i) Unless
otherwise agreed to by the Holder of this Warrant, a Call Notice must be given
to all Warrant Holders who receive Warrants similar to this Warrant (in terms of
exercise price and other principal terms) issued on or about the same Issue Date
as this Warrant, in proportion to the amounts of Common Stock which may be
purchased by the respective Warrant Holders in accordance with the respective
Warrants held by each.

 

(j) The
Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant
Shares and pay for same within fourteen trading days after the Call Date. If the
Warrant Holder fails to timely pay the amount required by the Warrant Call, the
Company’s sole remedy shall be to cancel a corresponding amount of this
Warrant.

 

(k) The
Company may not exercise the right to Call this Warrant after the occurrence of
a default by the Company of a material term of this Warrant or the Subscription
Agreement or the Notes referred to in the Subscription Agreement.

 

12. Warrant
Agent. The
Company may, by written notice to the Holder of the Warrant, appoint an agent (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging this
Warrant pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such Warrant Agent. 

 







7












13. Transfer
on the Company's Books. Until
this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary. 

 

14. Warrant
Exercise Compensation. The
Company has agreed to pay to the entity identified on Schedule 8 to the
Subscription Agreement (“Broker”) Warrant Exercise Compensation as described in
the Subscription Agreement equal to five percent (5%) of the cash proceeds
payable to the Company upon exercise of the Warrant. The Warrant Exercise
Compensation will be paid by the Company to the Broker not later than the fifth
(5th)
business day after the Company receives cash proceeds from the exercise of this
Warrant. The Holder of the Warrant has no obligation or responsibility to pay
Warrant Exercise Compensation.




15. Notices. All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Company to: Hybrid
Fuel Systems, Inc., 12409 Telecom Drive, Tampa, FL 33637, Attn: Mark Clancy,
CEO, telecopier number: (813) 979-9224, with a
copy by telecopier only to: Sichenzia, Ross, Friedman & Ference LLP, 1065
Avenue of the Americas, New York, NY 10018, Attn: Darrin M. Ocasio, Esq.,
telecopier number: (212) 930-9725 , and (ii) if to the Broker, to: KMR Capital,
LLC, a division of Midamerica Financial Services, Inc., 1820 E. 20th Street,
Suite 28, Joplin, MO 64804.

 

16. Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be construed and enforced in accordance with and governed by the laws of New
York. Any dispute relating to this Warrant shall be adjudicated in New York
County in the State of New York. The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision. 

 








8













IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above. 



	 	 	 
	 	HYBRID FUEL SYSTEMS,
      INC. 
	 
 	 
 	 
 
		By:  	/s/ Mark
      Clancy                              
      
	 	Name: Mark Clancy
	 	Title: CEO
	Witness: 	 
	 	 
	                                         
      	 
	 	 











9













Exhibit A




FORM OF
SUBSCRIPTION

(to be
signed only on exercise of Warrant)

TO:
HYBRID FUEL SYSTEMS, INC. 

 

The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):




___ ________
shares of the Common Stock covered by such Warrant; or___ the
maximum number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in Section 2.




The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is $___________. Such
payment takes the form of (check applicable box or boxes):




___ $__________
in lawful money of the United States; and/or ___ the
cancellation of such portion of the attached Warrant as is exercisable for a
total of _______ shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or




___ the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2, to exercise this
Warrant with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in
Section 2.




The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is
__________________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________________


 

Number of
Shares of Common Stock Beneficially Owned on the date of exercise: Less than
five percent (5%) of the outstanding Common Stock of Hybrid Fuel Systems,
Inc.




The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the "Securities Act"), or pursuant to an exemption from registration
under the Securities Act.

 

 


	
      Dated:___________________ 
	 	 	                                                                    
	 	 	 	
      (Signature
      must conform to name of holder as specified on the face of the
      Warrant) 

	 	 	 	 
	 	 	 	                                                                     
	 	 	 	                                                                     
	 	 	 	
      (Address) 




 

 







10















Exhibit B


FORM OF
TRANSFEROR ENDORSEMENT

(To be
signed only on transfer of Warrant)

For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of Hybrid Fuel Systems, Inc. to which the within Warrant relates specified
under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of Hybrid Fuel
Systems, Inc. with full power of substitution in the premises.

 





	
      Transferees
	
      Percentage
      Transferred
	
      Number
      Transferred

	 	 	 
	 	 	 
	 	 	 






 


	Dated: ______________,
    ___________ 	 	                                                                                           
	 	 	
      (Signature
      must conform to name of holder as specified on the face of the
      warrant) 

	Signed in the presence of: 	 	 
	                                                                                           	 	                                                                                            
	
       (Name)
	 	                                                                                            
	 	 	
       (address)

	ACCEPTED AND AGREED: 	 	 
	[TRANSFEREE] 	 	                                                                                            
	 	 	                                                                                            
	                                                                                           	 	
       (address)

	
      (Name) 
	 	 



 







11