EX-10.27






Exhibit 10.27




FORM OF




CONSULTANT WARRANT




CLEAR SKIES HOLDINGS, INC.




			
	No. ___
	 	500,000 Shares






WARRANT TO PURCHASE COMMON STOCK




VOID AFTER 5:30 P.M., EASTERN

TIME, ON THE EXPIRATION DATE



NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.




     FOR VALUE RECEIVED, CLEAR SKIES HOLDINGS, INC., a Delaware corporation (the “Company”), hereby
agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:30
p.m., Eastern Time, on the Expiration Date (as hereinafter defined), to                                         , or
registered assigns (the “Holder”), under the terms as hereinafter set forth, five hundred
thousand (500,000) fully paid and non-assessable shares of the Company’s common stock, par value
$0.001 per share (the “Warrant Stock”), at a purchase price of $0.50 per share (the
“Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares
of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events
as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless the
context otherwise requires, the stock and other securities and property at the time receivable upon
the exercise of this Warrant.



     1. Exercise of Warrant.



          (a) The Holder may exercise this Warrant according to its terms by surrendering this Warrant
to the Company at the address set forth in Section 9, together with the form of exercise
attached hereto duly executed by the Holder, accompanied by cash, certified check or bank draft in
payment of the Warrant Price, in lawful money of the United States of America, for the number of
shares of the Warrant Stock specified in such form of exercise, or as otherwise provided in this
Warrant, prior to 5:30 p.m., Eastern Time, on December 20, 2010 (the “Expiration Date”).




 









 





          (b) This Warrant may be exercised in whole or in part so long as any exercise in part hereof
would not involve the issuance of fractional shares of Warrant Stock. If exercised in part, the
Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder,
evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has
not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer,
President or any Vice President of the Company. The term Warrant as used herein shall include any
subsequent Warrant issued as provided herein.




          (c) No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. The Company shall pay cash in lieu of fractions with respect to the
Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be
the closing price of such shares on the exchange or market on which the Common Stock is then
traded) on the date of exercise of this Warrant.




          (d) In the event of any exercise of the rights represented by this Warrant, a certificate or
certificates for the Warrant Stock so purchased, registered in the name of the Holder, shall be
delivered to the Holder within a reasonable time after such rights shall have been so exercised.
The Holder shall for all purposes be deemed to have become the holder of record of such shares
immediately prior to the close of business on the date on which the Warrant was surrendered and
payment of the Warrant Price and any applicable taxes was made, irrespective of the date of
delivery of such certificate, except that, if the date of such surrender and payment is a date when
the stock transfer books of the Company are closed, the Holder shall be deemed to have become the
holder of such shares at the opening of business on the next succeeding date on which the stock
transfer books are open. The Company shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of
this Warrant; provided, however, that the Company shall not be required to pay any
income tax payable in respect of the issue or delivery of shares of Common Stock on exercise of
this Warrant. “Person” shall mean any natural person, corporation, division of a
corporation, partnership, limited liability company, trust, joint venture, association, company,
estate, unincorporated organization or government or any agency or political subdivision thereof.




     2. Disposition of Warrant Stock and Warrant.



          (a) The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant
hereto are, as of the date hereof, not registered: (i) under the Act on the ground that the
issuance of this Warrant is exempt from registration under Section 4(2) of the Act as not involving
any public offering or (ii) under any applicable state securities law because the issuance of this
Warrant does not involve any public offering; and that the Company’s reliance on the Section 4(2)
exemption of the Act and under applicable state securities laws is predicated in part on the
representations hereby made to the Company by the Holder that it is acquiring this Warrant and will
acquire the Warrant Stock for investment for its own account, with no present intention of dividing
its participation with others or reselling or otherwise distributing the same, subject,
nevertheless, to any requirement of law that the disposition of its property shall at all times be
within its control.




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     The Holder hereby agrees that it will not sell or transfer all or any part of this Warrant
and/or Warrant Stock, except pursuant to an effective registration statement under the Act, unless
and until it shall first have given notice to the Company describing such sale or transfer and
furnished to the Company either (i) an opinion of counsel for the Company, which the Company shall
obtain at its own expense, to the effect that the proposed sale or transfer may be made without
registration under the Act and without registration or qualification under any state law, or (ii)
an interpretative letter from the Securities and Exchange Commission to the effect that no
enforcement action will be recommended if the proposed sale or transfer is made without
registration under the Act.



          (b) If, at the time of issuance of the shares issuable upon exercise of this Warrant, no
registration statement is in effect with respect to such shares under applicable provisions of the
Act, then the Company may at its election require that the Holder provide the Company with written
reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the
Holder of a surrendered Warrant shall bear a legend reading substantially as follows:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN
EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY
TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”



     In addition, so long as the foregoing legend may remain on any stock certificate delivered to
the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such
certificates and the shares represented thereby on its books and records and with those to whom it
may delegate registrar and transfer functions.



     3. Reservation of Shares. The Company hereby agrees that at all times there shall be
reserved for issuance upon the exercise of this Warrant such number of shares of its Common Stock
as shall be required for issuance upon exercise of this Warrant. The Company further agrees that
all shares which may be issued upon the exercise of the rights represented by this Warrant will be
duly authorized and will, upon issuance and against payment of the Warrant Price therefor, be (i)
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with
the exception of any arising through the acts or omissions of any Holder or from applicable Federal
and state securities laws.



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     4. Exchange, Transfer or Assignment 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 or Holders thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office
of its stock transfer agent, if any, with an appropriate instrument of assignment 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 that carry
the same rights upon presentation hereof at the office of the Company or at the office of its
warrant 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.



     5. Capital Adjustments. This Warrant is subject to the following further provisions:



          (a) If any recapitalization of the Company or reclassification of its Common Stock or any
merger or consolidation of the Company into or with a Person, or the sale or transfer of all or
substantially all of the Company’s assets or of any successor corporation’s assets to any Person
(any such Person being included within the meaning of the term “successor corporation”) shall be
effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of
such recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and
adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right
to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of
Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of
capital stock, securities or other property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common
Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization,
reclassification, merger, consolidation, sale or transfer not taken place, and in each such case,
the terms of this Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such consummation.




          (b) If the Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, then the number of shares of Warrant Stock purchasable upon
exercise of this Warrant and the Warrant Price shall be proportionately adjusted.




          (c) If the Company at any time while this Warrant is outstanding and unexpired shall issue or
pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the
purpose of entitling them to receive, a dividend payable in, or other distribution of, Common
Stock, then (i) the Warrant Price shall be adjusted in accordance with Section 5(e) and
(ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be
adjusted to the number of shares of Common Stock that the Holder would have owned immediately
following such action had this Warrant been exercised immediately prior thereto.




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          (d) If the Company shall at any time after the date of issuance of this Warrant distribute to
all holders of its Common Stock any shares of capital stock of the Company (other than Common
Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid
from retained earnings or current year’s or prior year’s earnings of the Company) or rights or
warrants to subscribe for or purchase any of its securities (excluding those referred to in the
immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called
the “Securities”), then in each such case, the Company shall reserve shares or other units
of such Securities for distribution to the Holder upon exercise of this Warrant so that, in
addition to the shares of the Common Stock to which such Holder is entitled, such Holder will
receive upon such exercise the amount and kind of such Securities which such Holder would have
received if the Holder had, immediately prior to the record date for the distribution of the
Securities, exercised this Warrant.




          (e) Except as otherwise provided herein, whenever the number of shares of Warrant Stock
purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price
payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying
the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which
shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant
immediately prior to such adjustment, and (ii) the denominator of which shall be the number of
shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.




          (f) The Company shall not be required to make any adjustment pursuant to this Section
5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in
effect immediately before the event that would otherwise have given rise to such adjustment. In
such case, however, any adjustment that would otherwise have been required to be made shall be made
at the time of and together with the next subsequent adjustment which, together with any adjustment
or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant
Price in effect immediately before the event giving rise to such next subsequent adjustment.




          (g) Following each computation or readjustment as provided in this Section 5, the new
adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this
Warrant shall remain in effect until a further computation or readjustment thereof is required.




     6. Notice to Holders.



          (a) In case:




               (i) the Company shall take a record of the holders of its Common Stock (or other stock or
securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling
them to receive any dividend (other than a cash dividend payable out of earned surplus of the
Company) or other distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities, or to receive any other right;



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               (ii) of any capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation with or merger of the Company into another Person, or any
conveyance of all or substantially all of the assets of the Company to another Person; or



               (iii) of any voluntary dissolution, liquidation or winding-up of the Company;


then, and in each such case, the Company will mail or cause to be mailed to the Holder hereof at
the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to
be taken for the purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock
(or such stock or securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least
twenty (20) days prior to the record date therein specified, or if no record date shall have been
specified therein, at least twenty (20) days prior to the date of such action, provided, however,
failure to provide any such notice shall not affect the validity of such transaction.




          (b) Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company
shall promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice
President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event
requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of
this Warrant after giving effect to such adjustment, and shall promptly cause copies of such
certificate to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant.




     7. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence
satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss,
theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof, without expense to the
Holder, a new Warrant of like tenor dated the date hereof.



     8. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not
be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.



     9. Notices. Any notice required or contemplated by this Warrant shall be deemed to
have been duly given if transmitted by registered or certified mail, return receipt requested,
postage prepaid, or nationally recognized overnight delivery service, to the Company at its
principal executive offices: 5020 Sunrise Highway, Suite 227, Massapequa Park, New York 11762,
Attention: Chief Executive Officer, or to the Holder at the name and address set forth in the
Warrant Register maintained by the Company.



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     10. Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.



     11. Jurisdiction and Venue. The Company and the Holder, by its acceptance hereof,
hereby agree that any dispute which may arise between them arising out of or in connection with
this Warrant shall be adjudicated only before a State or Federal court located in New York County,
State of New York and they hereby submit to the exclusive jurisdiction of such courts with respect
to any action or legal proceeding commenced by any party, and irrevocably waive any objection they
now or hereafter may have respecting the venue of any such action or proceeding brought in such a
court or respecting the fact that such court is an inconvenient forum, relating to or arising out
of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, postage prepaid, in care of the address set forth herein
or such other address as such party shall furnish in writing to the other.



[Signature Page Follows immediately]




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     IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in
its corporate name and by its duly authorized officer, as of this 24th day of December, 2007.



	 	 	 	 	 
	 	CLEAR SKIES HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Ezra J. Green 	 
	 	 	Title:  	Chief Executive Officer 	 
	 




 









 





FORM OF EXERCISE

(to be executed by the registered holder hereof)




          The undersigned,                                         , pursuant to the provisions of the foregoing
Warrant, hereby elects to exercise the within Warrant to the extent of purchasing
                                         shares of common stock, par value $0.001 per share, of Clear Skies Holdings,
Inc. thereunder and hereby makes payment of $                                         by certified or official bank check in
payment of the Warrant Price.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	 	 	 





 









 





ASSIGNMENT




          FOR VALUE RECEIVED                                                          hereby sells, assigns and transfers unto
                                                             the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint                                         , attorney, to transfer said
Warrant on the books of Clear Skies Holdings, Inc.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	 	 	 





PARTIAL ASSIGNMENT




          FOR VALUE RECEIVED                                          hereby assigns and transfers unto
                                         the right to purchase                      shares of the Common Stock, $0.001 par
value per share, of Clear Skies Holdings, Inc. covered by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced thereby, and does irrevocably
constitute and appoint                                         , attorney, to transfer that part of said Warrant
on the books of Clear Skies Holdings, Inc.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	 	 	 






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