kurrantmobilesb2z44_121207.htm


    
      

      

    

    
       

      Exhibit
        4.4

      


      Warrant

      


      THIS
        WARRANT AND THE SHARES OF COMMON
        STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER
        THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS
        (THE
        "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
        OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT
        UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION
        TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE
        COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT
        BE IN
        VIOLATION OF THE ACT AND THE STATE ACTS.

      


      WARRANT
        TO PURCHASE 12,500 SHARES OF
        COMMON STOCK

      


      KURRANT
        MOBILE CATERING, INC.

      (a
        Colorado Corporation)

      Not
        Transferable or Exercisable Except

      Upon
        Conditions Herein Specified

      Void
        after 5:00 O'Clock p.m.,

      Mountain
        Standard Time, on November 15, 2012

      


      KURRANT
        MOBILE CATERING,
        INC., a Colorado corporation (the "Company") hereby certifies that
TAYLOR MAY, a natural person, his registered successors
        and
        permitted assigns registered on the books of the Company maintained for such
        purposes as the registered holder hereof (the "Holder"), for value received,
        is
        entitled to purchase from the Company the number of fully paid and
        non-assessable shares of Common Stock of the Company (the "Shares"), stated
        above at the purchase price of $.001 per Share (the "Exercise Price") (the
        number of Shares and Exercise Price being subject to adjustment as hereinafter
        provided) upon the terms and conditions herein provided.

      


      1.
Exercise
        of
        Warrants.

      


      (a)
        Subject to subsection (b) of this
        Section 1, upon presentation and surrender of this Warrant Certificate, with
        the
        attached Purchase Form duly executed, at the principal office of the Company
        at
        3029 S. Cherry Way, Denver, Colorado  80222, or at such other place as
        the Company may designate by notice to the Holder hereof, together with a
        certified or bank cashier's check payable to the order of the Company in
        the
        amount of the Exercise Price times the number of Shares being purchased,
        the
        Company shall deliver to the Holder hereof, as promptly as practicable,
        certificates representing the Shares being purchased. This Warrant may be
        exercised in whole or in part; and, in case of exercise hereof in part only,
        the
        Company, upon surrender hereof, will deliver to the Holder a new Warrant
        Certificate or Warrant Certificates of like tenor entitling the Holder to
        purchase the number of Shares as to which this Warrant has not been
        exercised.

      


      (b)
        This Warrant may be exercised in
        whole or in part at any time prior to 5:00 o'clock P.M., Mountain Standard
        Time,
        on November 15, 2012.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      


      2.
Exchange
        and Transfer of
        Warrant. This Warrant (a) at any time prior to the exercise hereof, upon
        presentation and surrender to the Company, may be exchanged, alone or with
        other
        Warrants of like tenor registered in the name of the Holder, for another
        Warrant
        or other Warrants of like tenor in the name of such Holder exercisable for
        the
        same aggregate number of Shares as the Warrant or Warrants surrendered, and
        (b)
        may be sold, transferred, hypothecated or assigned, in whole or in
        part.

      


      3.
Rights
        and Obligations of
        Warrant Holder.

      


      (a)
        The Holder of this Warrant
        Certificate shall not, by virtue hereof, be entitled to any rights of a
        stockholder in the Company, either at law or in equity; provided, however,
        in
        the event that any certificate representing the Shares is issued to the Holder
        hereof upon exercise of this Warrant, such Holder shall, for all purposes,
        be
        deemed to have become the holder of record of such Shares on the date on
        which
        this Warrant Certificate, together with a duly executed Purchase Form, was
        surrendered and payment of the Exercise Price was made, irrespective of the
        date
        of delivery of such Share certificate. The rights of the Holder of this Warrant
        are limited to those expressed herein and the Holder of this Warrant, by
        its
        acceptance hereof, consents to and agrees to be bound by and to comply with
        all
        the provisions of this Warrant Certificate, including, without limitation,
        all
        the obligations imposed upon the Holder hereof by Sections 2 and 5 hereof.
        In
        addition, the Holder of this Warrant Certificate, by accepting the same,
        agrees
        that the Company may deem and treat the person in whose name this Warrant
        Certificate is registered on the books of the Company maintained for such
        purpose as the absolute, true and lawful owner for all purposes whatsoever,
        notwithstanding any notation of ownership or other writing thereon, and the
        Company shall not be affected by any notice to the contrary.

      


      (b)
        No Holder of this Warrant
        Certificate, as such, shall be entitled to vote or receive distributions
        or to
        be deemed the holder of Shares for any purpose, nor shall anything contained
        in
        this Warrant Certificate be construed to confer upon any Holder of this Warrant
        Certificate, as such, any of the rights of a stockholder of the Company or
        any
        right to vote, give or withhold consent to any action by the Company, whether
        upon any recapitalization, issue of stock, reclassification of stock, merger,
        conveyance or otherwise, receive notice of meetings or other action affecting
        stockholders (except for notices provided for herein), receive distributions,
        subscription rights, or otherwise, until this Warrant shall have been exercised
        and the Shares purchasable upon the exercise thereof shall have become
        deliverable as provided herein; provided, however, that any such exercise
        on any
        date when the stock transfer books of the Company shall be closed shall
        constitute the person or persons in whose name or names the certificate or
        certificates for those Shares are to be issued as the record holder or holders
        thereof for all purposes at the opening of business on the next succeeding
        day
        on which such stock transfer books are open, and the Warrant surrendered
        shall
        not be deemed to have been exercised, in whole or in part as the case may
        be,
        until the next succeeding day on which stock transfer books are open for
        the
        purpose of determining entitlement to distributions on the Company's common
        stock.

      


      4.
Shares
        Underlying Warrants.
        The Company covenants and agrees that all Shares delivered upon exercise
        of this
        Warrant shall, upon delivery and payment therefore, be duly and validly
        authorized and issued, fully-paid and non-assessable, and free from all stamp
        taxes, liens, and charges with respect to the purchase thereof. In addition,
        the
        Company agrees at all times to reserve and keep available an authorized number
        of Shares sufficient to permit the exercise in full of this
        Warrant.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      


      5.
Disposition
        of Warrants or
        Shares.

      


      (a)
        The holder of this Warrant
        Certificate and any transferee hereof or of the Shares issuable upon the
        exercise of the Warrant Certificate, by their acceptance hereof, hereby
        understand and agree that the Warrant, and the Shares issuable upon the exercise
        hereof, have not been registered under either the Securities Act of 1933
        (the
        "Act") or applicable state securities laws (the "State Acts") and shall not
        be
        sold, pledged, hypothecated, donated, or otherwise transferred (whether or
        not
        for consideration) except upon the issuance to the Company of a favorable
        opinion of counsel or submission to the Company of such evidence as may be
        satisfactory to counsel to the Company, in each such case, to the effect
        that
        any such transfer shall not be in violation of the Act and the State Acts.
        It
        shall be a condition to the transfer of this Warrant that any transferee
        thereof
        deliver to the Company its written agreement to accept and be bound by all
        of
        the terms and conditions of this Warrant Certificate.

      


      (b)
        The stock certificates of the
        Company that will evidence the shares of Common Stock with respect to which
        this
        Warrant may be exercisable will be imprinted with conspicuous legend in
        substantially the following form:

      


      
        	
                 

              	
                "The
                  securities represented by this certificate have not been registered
                  under
                  either the Securities Act of 1933 (the "Act") or applicable state
                  securities laws (the "State Acts") and shall not be sold, pledged,
                  hypothecated, donated or otherwise transferred (whether or not
                  for
                  consideration) by the holder except upon the issuance to the Company
                  of a
                  favorable opinion of its counsel or submission to the company of
                  such
                  other evidence as may be satisfactory to counsel of the Company,
                  in each
                  such case, to the effect that any such transfer shall not be in
                  violation
                  of the Act and the State Acts."

              


      

      


      The
        Company does not file, and does not in the foreseeable future contemplate
        filing, periodic reports with the Securities and Exchange Commission ("SEC")
        pursuant to the provisions of the Securities Exchange Act of 1934, as amended.
        Except as provided in Section 8 of this Warrant, the Company has not agreed
        to
        register any of the holder's shares of Common Stock of the Company with respect
        to which this Warrant may be exercisable for distribution in accordance with
        the
        provisions of the Act or the State Acts and, the Company has not agreed to
        comply with any exemption from registration under the Act or the State Acts
        for
        the resale of the holder's shares of Common Stock of the Company with respect
        to
        which this Warrant may be exercised. Hence, it is the understanding of the
        holders of this Warrant that by virtue of the provisions of certain rules
        respecting "restricted securities" promulgated by the SEC, the shares of
        Common
        Stock of the Company with respect to which this Warrant may be exercisable
        may
        be required to be held indefinitely, unless and until registered under the
        Act
        and the State Acts, unless an exemption from such registration is available,
        in
        which case the holder may still be limited as to the number of shares of
        Common
        Stock of the Company with respect to which this Warrant may be exercised
        that
        may be sold.

      


      6.
Adjustments.
        The number of
        Shares purchasable upon the exercise of each Warrant is subject to adjustment
        from time to time upon the occurrence of any of the events enumerated
        below.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      (a)
        In case the Company shall: (i) pay
        a dividend in Shares, (ii) subdivide its outstanding Shares into a greater
        number of Shares, (iii) combine its outstanding Shares into a smaller number
        of
        Shares, or (iv) issue, by reclassification of its Shares, any shares of its
        capital stock, the amount of Shares purchasable upon the exercise of each
        Warrant immediately prior thereto shall be adjusted so that the Holder shall
        be
        entitled to receive upon exercise of the Warrant that number of Shares which
        such Holder would have owned or would have been entitled to receive after
        the
        happening of such event had such Holder exercised the Warrant immediately
        prior
        to the record date, in the case of such dividend, or the effective date,
        in the
        case of any such subdivision, combination or reclassification. An adjustment
        made pursuant to this subsection (a) shall be made whenever any of such events
        shall occur, but shall become effective retroactively after such record date
        or
        such effective date, as the case may be, as to Warrants exercised between
        such
        record date or effective date and the date of happening of any such
        event.

      


      (b)
        In case the Company shall issue
        rights or warrants to all holders of its Shares entitling them to subscribe
        for
        or to purchase Shares at a price per Share which, when added to the amount
        of
        consideration received or receivable by the Company for such rights or warrants,
        is less than the Current Market Price (as hereinafter defined) per Share
        at the
        record date, the number of Shares purchasable upon the exercise of this Warrant
        shall be adjusted so that thereafter, until further adjusted, each Warrant
        shall
        entitle the Holder to purchase that number of Shares determined by multiplying
        the number of Shares purchasable hereunder by a fraction, the numerator of
        which
        shall be the number of additional Shares issuable upon the exercise of such
        rights or warrants, and the denominator of which shall be the number of Shares
        which an amount equal to the sum of (i) the aggregate exercise price of the
        total number of Shares issuable upon the exercise of such rights or warrants,
        and (ii) the aggregate amount of consideration, if any, received, or receivable
        by the Company for such rights or warrants, would purchase at such Current
        Market Price. Such adjustment shall be made whenever such rights or warrants
        are
        issued, but shall also be effective retroactively as to Warrants exercised
        between the record date for the determination of stockholders entitled to
        receive such rights or warrants and the date such rights or warrants are
        issued.

      


      (c)
        For the purpose of any computation
        under subsection (b) above, the Current Market Price per Share at any date
        shall
        be: (i) if the Shares are listed on any national securities exchange, the
        average of the daily closing prices for the 15 consecutive business days
        commencing 20 business days before the day in question (the "Trading Period");
        (ii) if the Shares are not listed on any national securities exchange but
        are
        quoted on the National Association of Securities Dealers, Inc. Automated
        Quotation System ("NASDAQ"), the average of the high and low bids as reported
        by
        NASDAQ for the Trading Period; and (iii) if the Shares are neither listed
        on any
        national securities exchange nor quoted on NASDAQ, the higher of (x) the
        exercise price then in effect, or (y) the tangible book value per Share as
        of
        the end of the Company's immediately preceding fiscal year.

      


      (d)
        No adjustment shall be required
        unless such adjustment would require an increase or decrease of at least
        1% in
        the number of Shares purchasable hereunder; provided, however, that any
        adjustments which by reason of this subsection (d) are not required to be
        made
        shall be carried forward and taken into account in any subsequent adjustment.
        All calculations under this Section 6 shall be made to the nearest one-hundredth
        of a Share.

      


      (e)
        No adjustment shall be made in any
        of the following cases:

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      


      (i)
        Upon the grant or exercise of
        stock options now or hereafter granted, or under any employee stock option
        or
        stock purchase plan now or hereafter authorized, to the extent that the
        aggregate of the number of Shares which may be purchased under such options
        and
        the number of Shares issued under such employee stock purchase plan is less
        than
        or equal to 10% of the number of Shares outstanding on January 1 of the year
        of
        the grant or exercise;

      


      (ii)
        Shares issued upon the conversion
        of any of the Company's convertible or exchangeable securities;

      


      (iii)
        Shares issued in connection with
        the acquisition by the Company or by any subsidiary of the Company of 80%
        or
        more of the assets of another corporation or entity, and Shares issued in
        connection with the acquisition by the Company or by any subsidiary of the
        Company of 80% or more of the voting shares of another corporation (including
        Shares issued in connection with such acquisition of voting shares of such
        other
        corporation subsequent to the acquisition of an aggregate of 80% of such
        voting
        shares), Shares issued in a merger of the Company or a subsidiary of the
        Company
        with another corporation in which the Company or the Company's subsidiary
        is the
        surviving corporation, and Shares issued upon the conversion of other securities
        issued in connection with any such acquisition or in any such merger;
        and

      


      (iv)
        Shares issued pursuant to this
        Warrant and pursuant to all stock options and warrants outstanding on the
        date
        hereof.

      


      (f)
Notice
        to Warrant Holders of
        Adjustment. Whenever the number of Shares purchasable hereunder is adjusted
        as herein provided, the Company shall cause to be mailed to the Holder in
        accordance with the provisions of this Section 6 a notice (i) stating that
        the
        number of Shares purchasable upon exercise of this Warrant have been adjusted,
        (ii) setting forth the adjusted number of Shares purchasable upon the exercise
        of a Warrant, and (iii) showing in reasonable detail the computations and
        the
        facts, including the amount of consideration received or deemed to have been
        received by the Company, upon which such adjustments are based.

      


      7.
Fractional
        Shares. The
        Company shall not be required to issue any fraction of a Share upon the exercise
        of Warrants. If more than one Warrant shall be surrendered for exercise at
        one
        time by the same Holder, the number of full Shares which shall be issuable
        upon
        exercise thereof shall be computed on the basis of the aggregate number of
        Shares with respect to which this Warrant is exercised. If any fractional
        interest in a Share shall be deliverable upon the exercise of this Warrant,
        the
        Company shall make an adjustment therefor in cash equal to such fraction
        multiplied by the Current Market Price of the Shares on the business day
        next
        preceding the day of exercise.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      8.
Registration
        Rights.

      


      (a)
        (i) If the Company at any time
        elects or proposes to register any of its Shares (the "Registration Shares")
        under the Securities Act of 1933 (the "Act") on Forms S-1, S-2, S-3 or S-18,
        or
        any successor registration statement forms in effect at such time (a
        "Registration Statement") with the Securities and Exchange Commission (the
        "SEC") pursuant to which Shares owned by any shareholder of the Company may
        be
        registered, the Company shall give prompt written notice (the "Registration
        Notice") to the Holder of its intention to register the Registration
        Shares.

      


      (ii)
        Within 15 days after the
        Registration Notice shall have been given to the Holder, the Holder shall
        give
        written notice to the Company (the "Holder Notice"), stating the number of
        Shares to be registered (the "Holder Shares") and the states in which the
        Holder
        wishes to register the Shares. In the event the Registration Notice is given
        by
        the Company prior to the time that this Warrant is otherwise exercisable
        pursuant to Section l(b) hereof, the Holder Notice shall be accompanied by
        this
        Warrant Certificate together with a duly executed Purchase Form and payment
        of
        the Exercise Price for the Holder Shares in accordance with Section 1
        hereof.

      


      (iii)
        The Company shall use reasonable
        efforts to register the Holder Shares under the Act and the applicable state
        securities laws (the "State Acts") designated by the Holder in the Holder
        Notice. Anything contained herein to the contrary notwithstanding, the Company
        shall have the right to withdraw and discontinue registration of the Holder
        Shares at any time prior to the effective date of such Registration Statement
        if
        the registration of the Registration Shares is withdrawn or
        discontinued.

      


      (iv)
        The Company shall not be required
        to include any of the Holder Shares in any Registration Statement unless
        the
        Holder agrees, if so requested by the Company, to: (A) offer and sell the
        Holder
        Shares to or through an underwriter selected by the Company and, to the extent
        possible, on substantially the same terms and conditions under which the
        Registration Shares are to be offered and sold; (B) comply with any
        arrangements, terms and conditions with respect to the offer and sale of
        the
        Shares to which the Company may be required to agree; and (C) enter into
        any
        underwriting agreement containing customary terms and conditions, including
        provisions for the indemnification of the underwriters.

      


      (b)
        If the offering of the Registration
        Shares by the Company is, in whole or in part, an underwritten public offering,
        and if the managing underwriter determines and advises the Company in writing
        that the inclusion in such Registration Statement of all of the Holder Shares,
        together with the Shares of other persons who have exercised their right
        to
        include their Shares in the Registration Statement (collectively referred
        to as
        the "Aggregate Shares") would adversely affect the marketability of the offering
        of the Registration Shares, then the Holder shall be entitled to register
        a
        proportion, as determined in Subsection (b)(i) below, of such number of
        Aggregate Shares as the managing underwriter determines may be included without
        such adverse effects ("Aggregate Underwriter Shares"), subject to the terms,
        exceptions and conditions of this Section 8.

      


      (i)
        The proportion of the Aggregate
        Underwriter Shares which the Holder shall be entitled to register shall be
        equal
        to the ratio which the Holder Shares bears to the Aggregate Shares.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      (c)
        The Company shall bear all costs
        and expenses of registration of the Registration Shares; provided, however,
        that
        the Holder shall bear all costs and expenses directly related to registration
        of
        the Holder Shares.

      


      (d)
        It shall be a condition precedent
        to the Company's obligation to register any Holder Shares pursuant to this
        Section 9 that the Holder provide the Company with all information and
        documents, and shall execute, acknowledge, seal and deliver all documents
        reasonably necessary, to enable the Company to comply with the Act, the State
        Acts, and all applicable laws, rules and regulations of the SEC or of any
        State
        Securities Commission.

      


      9.
Loss
        or Destruction. Upon
        receipt of evidence satisfactory to the Company of the loss, theft, destruction,
        or mutilation of this Warrant Certificate and, in the case of any such loss,
        theft or destruction, upon delivery of an indemnity agreement or bond
        satisfactory in form, substance and amount to the Company or, in the case
        of any
        such mutilation, upon surrender and cancellation of this Warrant Certificate,
        the Company at its expense will execute and deliver, in lieu thereof, a new
        Warrant Certificate of like tenor.

      


      10.
Survival.
        The various
        rights and obligations of the Holder hereof as set forth herein shall survive
        the exercise of the Warrants represented hereby and the surrender of this
        Warrant Certificate.

      


      11.
Notices.
        Whenever any
        notice, payment of any purchase price, or other communication is required
        to be
        given or delivered under the terms of this Warrant, it shall be in writing
        and
        delivered by hand delivery or United States registered or certified mail,
        return
        receipt requested, postage prepaid, and will be deemed to have been given
        or
        delivered on the date such notice, purchase price or other communication
        is so
        delivered or posted, as the case may be; and, if to the Company, it will
        be
        addressed to the address specified in Section 1 hereof, and if to the Holder,
        it
        will be addressed to the registered Holder at its, his or her address as
        it
        appears on the books of the Company.

      


      KURRANT
        MOBILE CATERING,
        INC.

       

      


       

      By:___/s/
        Chris
        Bell_ ______________________

       

      Its:_____President  _____________________________

       

      


      Date:____November
        15,
        2007____________

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      PURCHASE
        FORM

      


       ______________,
        20__

      


      TO:
        KURRANT MOBILE CATERING, INC.

      


      The
        undersigned hereby irrevocably
        elects to exercise the attached Warrant Certificate to the extent of __________
        shares of the Common Stock, of KURRANT MOBILE CATERING, INC. and hereby makes
        payment of $__________ in accordance with the provisions of Section 1 of
        the
        Warrant Certificate in payment of the purchase price thereof.

      


      INSTRUCTIONS
        FOR REGISTRATION OF
        STOCK

      


      
        Name:        __________________________________________

        (Please
          typewrite or print in block
          letters)

        


        Address:  ___________________________________________                                                                                                                                

        




      
 

      


      TAYLOR
        MAY

      


      


      ___________________________

      


      


      


      Date:__________________________