kurrantmobilesb2x45_121207.htm


     

    
      

      

    

     

    Exhibit
      4.5

    


    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
MICHAEL HOPKINS, 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:  ___________________________________________                                                                                                                                

      


    

    
 

    


    MICHAEL
      HOPKINS

    


    


    ___________________________

    


    


    


    Date:__________________________