ex10_28.htm


    Exhibit
10.28

     

    
 

    WARRANT
TO PURCHASE

    SHARES
OF

    ACCOUNTABILITIES,
INC.

     

    NEITHER
THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS.  THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND NEITHER THIS WARRANT NOR ANY SECURITIES
PURCHASABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF
1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY
SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
AND LAWS.

     

    _________________________

     

    This is
to certify that, FOR VALUE RECEIVED, _________ (the
“Holder”) or registered assigns is entitled to purchase, subject to the
provisions of this Warrant, from Accountabilities, Inc., a Delaware corporation
(the “Corporation”), __________ shares of the Corporation’s Common Stock, $.0001
par value per share (the “Common Stock”), at an exercise price of _____ per
share (the “Warrant Price”), at any time prior to 5:00 p.m. New York City time
on January 10, 2011 (the “Expiration Date”), at which time this Warrant shall
expire and become void.  The number of shares to be received upon the
exercise of this Warrant and the price to be paid for each share shall be
adjusted from time to time as hereinafter set forth.  The shares or
other securities or property deliverable upon such exercise, as adjusted from
time to time, are hereinafter sometimes referred to as “Warrant Shares” and the
exercise price of a share in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the “Warrant
Price.”  Unless the context otherwise requires, the term “Warrant” or
“Warrants” as used herein includes this Warrant and any other Warrant or
Warrants which may be issued pursuant to the provisions of this Warrant, whether
upon transfer, assignment, partial exercise, divisions, combinations, exchange
or otherwise, and the term “Holder” includes any transferee or transferees or
assignee or assignees of the Holder named above, all of whom shall be subject to
the provisions of this Warrant, and, when used with reference to Warrant Shares,
means the holder or holders of such Warrant Shares.

     

    Section
1. Exercise.  This
Warrant may be exercised in whole or in part at any time or from time to time
before 5:00 P.M., New York City Time, on the Expiration Date, or if such day is
a day on which Federal or State chartered banking institutions located in the
State of New Jersey are authorized by law to close, then on the next succeeding
day which shall not be such a day, by presentation and surrender hereof to the
Corporation at its principal office, with the Purchase Form annexed hereto duly
executed and accompanied by payment, in cash or certified or official bank check
payable to the order of the Corporation, of the aggregate Warrant Price for the
number of Warrant Shares specified in such form.  If this Warrant
should be exercised in part only, the Corporation shall, upon presentation of
this Warrant upon such exercise, execute and deliver a new Warrant, dated the
date hereof, evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder under the same terms
and

     


    
      
         


      

      
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    conditions
as herein set forth.  Upon and as of receipt by the Corporation of
this Warrant at its office, in proper form for exercise and accompanied by
payment as herein provided, the Holder shall be deemed to be the holder of
record of the Warrant Shares issuable upon such exercise and admitted as a
shareholder of the Corporation, notwithstanding that the transfer books of the
Corporation shall then be closed.

     

    Section
2. Reservation of
Shares.  The Corporation hereby agrees that at all times until
expiration of this Warrant there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of Common Stock as shall be
required for issuance or delivery upon exercise of this Warrant.

     

    
      	
              Section
      3.  

            	
              Exchange or Loss of
      Warrant.

            


    

     

    3.1 This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Corporation at its principal office,
for other Warrants of different denominations entitling the Holder thereof to
purchase in the aggregate the same number of Warrant Shares purchasable
hereunder on the same terms and conditions as herein set forth.

     

    3.2 Upon
receipt by the Corporation 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 Corporation will execute and
deliver a new Warrant of like tenor and date and any such lost, stolen, or
destroyed Warrant shall thereupon become void.  Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Corporation, whether or not the Warrant so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.

     

    Section
4. Adjustment of Warrant Price
and Number of Warrant Shares.  The Warrant Price and the number
and kind of securities purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the happening of certain events or
as otherwise provided in this Section 4.  The Warrant Price in effect
at any time and the number and kind of securities purchasable upon exercise of
this Warrant shall be subject to adjustment as follows:

     

    4.1 Share Dividends,
Reclassification and Recapitalization.  In case the Corporation
shall (i) pay a dividend or make a distribution on all of its outstanding shares
of Common Stock in shares of Common Stock, (ii) subdivide, reclassify or
recapitalize its outstanding shares of Common Stock into a greater number of
shares, or (iii) combine, reclassify or recapitalize its outstanding shares of
Common Stock into a smaller number of shares, the Warrant Price in effect at the
time of the record date for such dividend or distribution or on the effective
date of such subdivision, combination, reclassification or recapitalization and
the number of shares issuable upon the exercise of this Warrant shall, if
necessary to give equitable effect to the Holder, be proportionately adjusted
and the Holder of any Warrant exercised after such date shall be entitled to
receive the aggregate number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, the Holder would have owned upon such
exercise and been entitled to receive upon such dividend, subdivision,
combination, reclassification or

     


    
      
         


      

      
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    recapitalization.  Such
adjustment shall be made successively whenever any event listed in this Section
4.1 shall occur.

     

    4.2 Notice of
Adjustment.  Whenever the number of Warrant Shares purchasable
upon the exercise of this Warrant or the Warrant Price of such Warrant Shares is
adjusted, as herein provided, the Corporation shall file in the custody of its
Secretary or an Assistant Secretary at its principal office, an officer’s
certificate setting forth the number of Warrant Shares purchasable upon the
exercise of this Warrant and the Warrant Price of the Warrant Shares after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was
made.  Each such officer’s certificate shall be made available at all
reasonable times for inspection by the Holder of this Warrant and the
Corporation shall, forthwith after each such adjustment, mail a copy of such
certificate to such Holder by first-class mail, postage prepaid.

     

    4.3 No Adjustment for
Distributions.  No adjustment in respect of any cash
distributions by the Corporation shall be made during the term of this Warrant
or upon exercise of this Warrant.

     

    4.4 Purchase Rights Upon
Reorganization, Merger, Consolidation, etc.  In the event of
any capital reorganization of the Company (other than an event referred to in
Section 4.1), or in case of the consolidation of the Company with, the merger of
the Company with or into or the sale of all or substantially all of the
properties and assets of the Company to any other person, if in connection
therewith consideration other than cash is payable to the company or holders of
Common Stock (or other securities or property purchasable upon exercise of this
Warrant) in exchange therefore, this Warrant shall remain subject to the terms
and conditions set forth in this Warrant and this Warrant shall, after such
capital reorganization, consolidation, merger or sale be convertible into the
number of shares of stock or other securities or assets to which a holder of the
number of shares of Common Stock receivable (at the time of such capital
reorganization, reclassification of such Common Stock, consolidation, merger or
sale) upon exercise of this Warrant would have been entitled if this Warrant had
been exercised immediately prior to such capital reorganization,
reclassification of such Common Stock, consolidation, merger or sale; and in any
such case, if necessary, the provisions set forth in this Warrant with respect
to the rights and interests thereafter of the Warrantholder shall be
appropriately adjusted so as to be applicable, as nearly as may reasonably be,
to any shares of stock or other securities or assets thereafter deliverable on
the exercise of this Warrant.  The Company shall not effect any such
consolidation, merger or sale, unless prior to or simultaneously with the
consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets or the appropriate corporation or entity shall assume, by written
instrument, the obligation to deliver to the Warrantholder the shares of stock,
securities or assets to which the Holder may be entitled pursuant to this
Section 2(e).

     

    4.5 Cash Transactions;
Dissolution.  Notwithstanding Section 4.4, (i) if the Company
merges or consolidates with, or sells all or substantially all of its property
and assets to, any other person and consideration is payable to holders of
Common Stock in exchange for their Common Stock in connection with such merger,
consolidation or sale which consists solely of cash, or (ii) in the event of the
dissolution, liquidation or winding up of the Company, then the Warrantholder
may exercise this Warrant immediately prior to such event and participate as
a

     


    
      
         


      

      
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    holder of
Common Stock (or other securities issuable upon exercise of this Warrant) with
respect to such event.  Upon receipt of such payment at the option of
the Warrantholder, if any, the rights of the Warrantholder shall terminate and
cease and this Warrant shall be deemed exercised in full.  In case of
any such merger, consolidation or sale of assets, the surviving or acquiring
person and, in the event of any dissolution, liquidation or winding up of the
Company, the Company, shall promptly, after receipt of this surrendered Warrant,
make payment by delivering a check in such amount as is appropriate (or, in the
case of consideration other than cash, such other consideration as is
appropriate) to such person as it may be directed in writing by the
Warrantholder surrendering this Warrant.

     

    Section
5. No Rights as Shareholder;
Notices to Shareholders.  Nothing contained in this Warrant
shall be construed as conferring upon the Holder or any transferee the right to
vote or to receive distributions or to consent or to receive notice as a
shareholder in respect of any meeting of shareholders for the election of
directors of the Corporation or any other matter, or any rights whatsoever as a
shareholder of the Corporation, prior to the valid exercise of this Warrant
..

     

    Section
6. Notice of Certain Proposed
Actions.  In case at any time after this Warrant becomes
exercisable the Corporation shall propose:

     

    (a) to pay or
make any distribution to all holders of its Common Stock; or

     

    (b) to issue
any rights, warrants or other securities to all holders of its Common Stock
entitling them to purchase any additional shares or any rights, warrants or
other securities; or

     

    (c) to effect
any reclassification or change of outstanding shares of Common Stock, or any
consolidation, merger, sale, lease or conveyance of property described in
Section 4; or

     

    (d) to effect
any liquidation, dissolution or winding-up of the Corporation;

     

    then, and
in any one or more of such cases, the Corporation shall give written notice
thereof, by registered mail, postage prepaid, to the Holder, at the Holder’s
address as it shall appear in the books and records of the Corporation, mailed
at least 10 days prior to the earlier to occur of (i) the date as of which the
holders of record of shares of Common Stock to be entitled to receive any such
distribution, rights, warrants or other securities are to be determined, or (ii)
the date on which any such reclassification, change of its outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding up is expected to become effective, and the
date as of which it is expected that holders of record of shares of its Common
Stock, as the case may be, shall be entitled to exchange their shares or
warrants for securities or other property, if any, deliverable upon such
reclassification, change of outstanding shares, consolidation, merger, sale,
lease, conveyance of property, liquidation, dissolution, or winding
up.

     


    
      
         


      

      
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    Section
7. Transfer to Comply with the
Securities Act of 1933.

     

    7.1 Neither
this Warrant nor the Warrant Shares may be sold or otherwise disposed of except
to a person who, in the opinion of counsel in form and substance satisfactory to
the Corporation, is a person to whom this Warrant or the Warrant Shares may be
legally transferred within the terms of this Warrant and without registration
and without the delivery of a current prospectus with respect thereto under the
Securities Act of 1933, as amended, and then only against receipt of an
agreement of such person to comply with the provisions of this Section 7 with
respect to any resale or other disposition of such Warrant or Warrant Shares
unless, in the opinion of counsel, such agreement is not required;
or

     

    7.2 Each
certificate for Warrant Shares, if any, or for any other security issued or
issuable upon exercise of this Warrant shall contain a legend on the face
thereof, in the form and substance satisfactory to counsel of the Corporation,
setting forth the restrictions on transfer thereof contained in Section 7.1
hereof.

     

    Section
8. Governing
Law.  This Warrant shall be construed in accordance with the
laws of Delaware applicable to contracts executed and to be performed wholly
within such state.

     

    Section
9. Notice.  Notices
and other communications to be given to the Holder of the Warrants evidenced by
this certificate shall be deemed to have been sufficiently given, if delivered
or mailed, addressed in the name and at the address of such owner appearing on
the records of the Corporation, and if mailed, sent registered or certified
mail, postage prepaid.  Notices or other communications to the
Corporation shall be deemed to have been sufficiently given if delivered by hand
or mailed postage prepaid, to the Corporation at  195 Route 9 South,
Suite 109, Manalapan, New Jersey 07726.

     

    IN
WITNESS WHEREOF, the Corporation has executed this Warrant as of the ___ day of
______,2008.

     

    ACCOUNTABILITIES, INC.

     

                                                                    By:

     Name:

     Title:

     

    


     

    


     


    
      
         


      

      
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    PURCHASE
FORM

     

    
      	
               
      

            	
              (To
      be executed by the holder of the Warrant if he (it) desires to exercise
      the Warrant in whole or in part)

            


    

     

    TO:
ACCOUNTABILITIES, INC.

     

    The
undersigned, whose Social Security or other identifying number is
___________________, hereby irrevocably elects the right of purchase represented
by the within Warrant for, and to purchase thereunder, __________________ Shares
provided for therein and tenders payment therewith to the order of
ACCOUNTABILITIES, INC., in the amount of $______________.  The
undersigned requests that certificates, if any, for such Shares be issued as
follows:

     

    Name:                                                                                                                    

     

    Address:                                                                                                                     

     

    Deliver
to:                                                                                                                     

     

    Address:                                                                                                                     

     

    and, if
said number of Shares shall not be all the Shares purchasable hereunder, that a
new Warrant for the balance remaining of the Shares purchasable under the within
Warrant be registered in the name of, and delivered to, the undersigned at the
address stated below:

     

    Address:                                                                                                                     

     

    
      	
              Dated:

            	
              Signature____________________________

            


    

     

    
      	
               
      

            	
              (Signature
      must conform in all respects to the name of the Holder of the Warrant,
      without alteration, enlargement or any change whatsoever, and the
      signature must be guaranteed in the usual
  manner).

            


    

     

    Signature
Guaranteed:

    6