Unassociated Document


    EXHBIT
      4.5

    


    Warrant
      to Purchase

    **1,081,081**

    ____________________

    Shares
      of
      Common Stock

    


    NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
      THIS
      WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION
      FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE,
      THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    Void
      after 5:00 P.M. Eastern Standard Time on the last day of the Termination Date,
      as defined in the Warrant

    


    COMMON
      STOCK PURCHASE WARRANT

    OF

    ELEMENT
      21 GOLF COMPANY

    


    This
      is
      to certify that, FOR VALUE RECEIVED, ________________, or
      his
      assigns (“Holder”), is entitled to purchase, subject to the provisions of this
      Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”),
      at an exercise price per share equal to $0.17 subject to adjustment as provided
      in this Warrant (such price as adjusted from time to time in accordance
      herewith, the “Exercise Price”), One Million Eighty One Thousand and Eighty One
      (1,081,081) shares of common stock, par value $0.01 per share (“Common Stock”),
      of the Company. The shares of Common Stock deliverable upon such exercise,
      and
      as adjusted from time to time, are hereinafter sometimes referred to as “Warrant
      Shares”. 

    


    1. DEFINED
      TERMS.
      Capitalized terms not otherwise defined in this Warrant shall have meaning
      ascribed to such term in that certain Subscription Agreement dated as of the
      date hereof between the Company and the Holder.

     

    2. EXERCISE
      OF WARRANT.

     

    (a)
      This
      Warrant may be exercised in whole or in part at any time or from time to time
      from and after the Initial Exercise Date and prior to the Termination Date.
      by
      presentation and surrender hereof to the Company at its principal office, or
      at
      the office of its stock transfer agent, if any, with the Purchase Form annexed
      hereto duly executed and accompanied by payment of the Exercise Price for the
      number of shares of Common Stock specified in such form. If this Warrant should
      be exercised in part only, the Company shall, upon surrender of this Warrant
      for
      cancellation, execute and deliver a new Warrant evidencing the rights of the
      Holder hereof to purchase the balance of the shares of Common Stock purchasable
      hereunder. Upon receipt by the Company of this Warrant at its office, or by
      the
      stock transfer agent of the Company at its office, in proper form for exercise,
      the Holder shall be deemed to be the holder of record of the shares of Common
      Stock issuable upon such exercise, notwithstanding that the stock transfer
      books
      of the Company shall then be closed or that certificates representing such
      shares of Common Stock shall not then be actually delivered to the Holder.
      As
      used herein, the term “Initial Exercise Date” shall mean the date upon which the
      Company consummates a financing transaction wherein the Company issues equity
      securities in exchange for gross proceeds received by the Company of at least
      $5,000,000 and the term “Termination Date” shall mean the [one/two/three]
      year
      anniversary of the Initial Exercise Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations entitling
      the holder thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder. Subject to the provisions of Section 8
      of
      this Warrant, upon surrender of this Warrant to the Company or at the office
      of
      its stock transfer agent, if any, with the Assignment Form annexed hereto duly
      executed and funds sufficient to pay any transfer tax, the Company shall,
      without charge, execute and deliver a new Warrant in the name of the assignee
      named in such instrument of assignment and this Warrant shall promptly be
      canceled. This Warrant may be divided or combined with other Warrants which
      carry the same rights upon presentation hereof at the office of the Company
      or
      at the office of its stock transfer agent, if any, together with a written
      notice specifying the names and denominations in which new Warrants are to
      be
      issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants into which this Warrant may be divided or exchanged.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Company will execute and deliver
      a new Warrant of like tenor. Any such new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the Company,
      whether or not this Warrant so lost, stolen, destroyed, or mutilated shall
      be at
      any time enforceable by anyone.

     

    4. RIGHTS
      OF THE HOLDER.
      The
      Holder shall not, by virtue of this Warrant, be entitled to any rights of a
      stockholder in the Company, either at law or equity, and the rights of the
      Holder are limited to those expressed in the Warrant and are not enforceable
      against the Company except to the extent set forth herein.

     

    5. ANTI-DILUTION
      PROVISIONS.
      The
      Exercise Price in effect at any time and the number and kind of securities
      purchasable upon exercise of each Warrant shall be subject to adjustment as
      follows: 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (a) In
      case
      the Company shall (1) pay a dividend or make a distribution on its shares of
      Common Stock in shares of Common Stock (2) subdivide or reclassify its
      outstanding Common Stock into a greater number of shares, or (3) combine or
      reclassify its outstanding Common Stock into a smaller number of shares or
      otherwise effect a reverse split, the Exercise Price in effect at the time
      of
      the record date for such dividend or distribution or of the effective date
      of
      such subdivision, combination or reclassification shall be proportionately
      adjusted so that the Holder of this Warrant exercised after such date shall
      be
      entitled to receive the aggregate number and kind of shares which, if this
      Warrant had been exercised immediately prior to such time, he would have owned
      upon such exercise and been entitled to receive upon such dividend, subdivision,
      combination or reclassification. Such adjustment shall be made successively
      whenever any event listed in this Section 5(a) shall occur.

     

    (b) In
      case
      the Company shall distribute to all holders of Common Stock evidences of its
      indebtedness or assets (excluding cash dividends or distributions paid out
      of
      current earnings and dividends or distributions referred to in Section 7(a)
      of
      this Warrant or subscription rights or warrants), then in each such case the
      Exercise Price in effect thereafter shall be determined by multiplying the
      Exercise Price in effect immediately prior thereto by a fraction, of which
      the
      numerator shall be the total number of shares of Common Stock outstanding
      multiplied by the Fair Market Value per share of Common Stock, less the fair
      market value (as determined by the Company's Board of Directors) of said assets
      or evidences of indebtedness so distributed or of such rights or warrants,
      and
      of which the denominator shall be the total number of shares of Common Stock
      outstanding multiplied by the Fair Market Value per share of Common Stock.
      Such
      adjustment shall be made successively whenever such a record date is fixed.
      Such
      adjustment shall be made whenever any such distribution is made and shall become
      effective immediately after the record date for the determination of
      stockholders entitled to receive such distribution. For purposes of the
      foregoing, “Fair Market Value” of a share of Common Stock as of a particular
      date (the “Determination Date”) shall mean:

    


    (i)
      If
      shares of Common Stock are traded on an exchange or are quoted on the Nasdaq
      National Market or the Nasdaq SmallCap Market (“Nasdaq”), then the average of
      the closing or last sale price, respectively, reported for the five trading
      days
      immediately preceding the Determination Date. 

    


    (ii)
      If
      shares of Common Stock are not traded on an exchange or on Nasdaq but are traded
      in the over-the-counter market or other similar organization (including the
      OTC
      Bulletin Board), then the average of the closing bid and ask prices reported
      for
      the five trading days immediately preceding the Determination Date.

    


    (iii)
      If
      shares of Common Stock are not traded as provided above, then the price
      determined in good faith by the Board of Directors of the Company.

    


    (iv)
      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 certificate of incorporation, then all amounts to be payable
      per
      share to holders of the Company’s Common Stock pursuant to the Company’s
      certificate of incorporation in the event of such liquidation, dissolution
      or
      winding up, plus all other amounts to be payable per share in respect of shares
      of the Company’s Common Stock in liquidation under the certificate of
      incorporation, assuming for the purposes of this clause (iv) that all shares
      of
      Common Stock issuable upon exercise of any then outstanding options, warrants
      or
      securities convertible into shares of Common Stock are outstanding at the
      Determination Date.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (c) Whenever
      the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
      to
      Section 5(a) or 5(b) of this Warrant, the number of shares of Common Stock
      purchasable upon exercise of each Warrant shall simultaneously be adjusted
      by
      multiplying the number of shares of Common Stock issuable upon exercise of
      each
      Warrant in effect on the date thereof prior to giving effect to any adjustment
      by the Exercise Price in effect on the date thereof prior to giving effect
      to
      any adjustment and dividing the product so obtained by the Exercise Price,
      as
      adjusted. In no event shall the Exercise Price per share be less than the par
      value per share, and, if any adjustment made pursuant to Section 5(a) or 5(b)
      would result in an exercise price of less than the par value per share, then,
      in
      such event, the Exercise Price per share shall be the par value per
      share.

    


    (d) No
      adjustment in the Exercise Price shall be required unless such adjustment would
      require an increase or decrease of at least two cents ($0.02) in such price;
      provided, however, that any adjustments which by reason of this Section 5(d)
      are
      not required to be made shall be carried forward and taken into account in
      any
      subsequent adjustment. All calculations under this Section 5 shall be made
      to
      the nearest cent or to the nearest one-hundredth of a share, as the case may
      be.
      Anything in this Section 5(d) to the contrary notwithstanding, the Company
      shall
      be entitled, but shall not be required, to make such changes in the Exercise
      Price, in addition to those required by this Section 5(d), as it in its
      discretion shall determine to be advisable in order that any dividend or
      distribution in shares of Common Stock, subdivision, reclassification or
      combination of Common Stock, issuance of warrants to purchase Common Stock
      or
      distribution of evidences of indebtedness or other assets (excluding cash
      dividends) referred to hereinabove in this Section 5 (d) hereafter made by
      the
      Company to the holders of its Common Stock shall not result in any tax to the
      holders of its Common Stock or securities convertible into Common
      Stock.

    


    (e) The
      Company may retain a firm of independent public accountants of recognized
      standing selected by the Board of Directors (who may be the regular accountants
      employed by the Company) to make any computation required by this Section 5,
      and
      a certificate signed by such firm shall be conclusive evidence of the
      correctness of such adjustment.

     

    (f) In
      the
      event that at any time, as a result of an adjustment made pursuant to Section
      5
      of this Warrant, the Holder of any Warrant thereafter shall become entitled
      to
      receive any shares of the Company, other than Common Stock, thereafter the
      number of such other shares so receivable upon exercise of any Warrant shall
      be
      subject to adjustment from time to time in a manner and on terms as nearly
      equivalent as practicable to the provisions with respect to the Common Stock
      contained in Sections 5(a) to 5(e), inclusive, of this Warrant.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (g) Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares
      purchasable upon exercise of Warrants, Warrants theretofore or thereafter issued
      may continue to express the same price and number and kind of shares as are
      stated in this and similar Warrants initially issued by the
      Company.

    


    6. OFFICER'S
      CERTIFICATE.
      Whenever the Exercise Price shall be adjusted as required by the provisions
      of
      Section 5 of this Warrant, the Company shall forthwith file in the custody
      of
      its Secretary or an Assistant Secretary at its principal office and with its
      stock transfer agent, if any, an officer's certificate showing the adjusted
      Exercise Price and the adjusted number of shares of Common Stock issuable upon
      exercise of each Warrant, determined as herein provided, setting forth in
      reasonable detail the facts requiring such adjustment, including a statement
      of
      the number of additional shares of Common Stock, if any, and such other facts
      as
      shall be necessary to show the reason for and the manner of computing such
      adjustment. Each such officer's certificate shall be made available at all
      reasonable times for inspection by the Holder or any holder of a
      Warrant.

    


    7. NOTICES
      TO WARRANT HOLDERS.
      So long
      as this Warrant shall be outstanding, (1) if the Company shall pay any dividend
      or make any distribution upon Common Stock (other than a regular cash dividend
      payable out of retained earnings) or (2) if the Company shall offer to the
      holders of Common Stock for subscription or purchase by them any share of any
      class or any other rights or (3) if any capital reorganization of the Company,
      reclassification of the capital stock of the Company, consolidation or merger
      of
      the Company with or into another corporation, sale, lease or transfer of all
      or
      substantially all of the property and assets of the Company to another
      corporation, or voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company shall be effected, then in any such case, the Company shall
      cause
      to be mailed by certified mail to the Holder, at least ten days prior to the
      date specified in clauses (i) and (ii), as the case may be, of this Section
      7 a
      notice containing a brief description of the proposed action and stating the
      date on which (i) a record is to be taken for the purpose of such dividend,
      distribution or rights, or (ii) such reclassification, reorganization,
      consolidation, merger, conveyance, lease, dissolution, liquidation or winding
      up
      is to take place and the date, if any is to be fixed, as of which the holders
      of
      Common Stock or other securities shall receive cash or other property
      deliverable upon such reclassification, reorganization, consolidation, merger,
      conveyance, dissolution, liquidation or winding up.

    


    8. TRANSFER
      TO COMPLY WITH THE SECURITIES ACT OF 1933.
      This
      Warrant or the Warrant Shares or any other security issued or issuable upon
      exercise of this Warrant may not be sold or otherwise disposed of except as
      follows:

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (1) To
      a
      person who, in the opinion of counsel for the Company, is a person to whom
      this
      Warrant or Warrant Shares may legally be transferred without registration and
      without the delivery of a current prospectus under the Act with respect thereto
      and then only against receipt of an agreement of such person to comply with
      the
      provisions of this Section 8 with respect to any resale or other disposition
      of
      such securities which agreement shall be satisfactory in form and substance
      to
      the Company and its counsel; or

    


    (2) to
      any
      person upon delivery of a prospectus then meeting the requirements of the Act
      relating to such securities and the offering thereof for such sale or
      disposition.

    


    9. GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware without giving effect to the principles of conflicts of law
      thereof. 

    


    
      
        	Dated
                as of
                February __, 2006	 	 
	 	ELEMENT
                21 GOLF
                COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	Title:


      



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    

      


      PURCHASE
        FORM

      


      Dated:
        __________ ,
        20__ 

      


      The
        undersigned hereby irrevocably elects to exercise the within Warrant to the
        extent of purchasing 
        shares
        of Common Stock and hereby makes payment of $ 
        in
        payment of the actual exercise price thereof.

      


      _________________

       

      INSTRUCTIONS
        FOR REGISTRATION OF STOCK

      


      
        
          	Name	 	 
	
                   

                	
                  (Please
                    typewrite or print in block
                    letters)

                	 
	 	 	 
	Signature	 	 
	 	 	 
	Social
                  Security or Employer Identification No. 	 	 


        

      

              


      ASSIGNMENT
        FORM

       

      
        	
                FOR
                  VALUE RECEIVED, 

              	 	 
	hereby sells, assigns and transfer
                unto	 	 
	Name	 	 
	
                 

              	
                (Please
                  typewrite or print in block
                  letters)

              	 
	 	 	 
	Address	 	 
	 	 	 
	Social
                Security or Employer Identification No.	
              	 


      

           


      The
        right
        to purchase Common Stock represented by this Warrant to the extent of _______
        shares as to which such right is exercisable and does hereby irrevocably
        constitute and appoint _____
        attorney
        to transfer the same on the books of the Company with full power of
        substitution. 

      


      Dated:
        ___,
        20___

       

      Signature
        _____________________     



    
      
         

      

        7