Exhibit
4.1

     

    NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR ANY SECURITY THAT MAY BE
ISSUED UPON THE EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER ANY SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND
OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

     

    Right to
Purchase up to [   ] Shares of Common Stock of

    


    BAY
PEAK 5 ACQUISITION CORP.

    (subject
to adjustment as provided herein)

     

    COMMON
STOCK PURCHASE WARRANT

    


    
      	
              No.
      [  ]

            	
              Issue
      Date: February 10, 2010

            


    

     

    Bay Peak
5 Acquisition Corp. (the “Company”), hereby certifies that, for value received,
[    ]., or its assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company (as defined herein)
from and after the date hereof (“Exercise Date”) and at any time or from time to
time before 5:00 p.m., New York time, through the close of business on the date
that is five years from the Issue Date set forth above (the “Expiration Date”),
up to [         ]
([     ]) fully paid and nonassessable shares of common
stock (“Common Stock”), at an exercise price of $2.00 per share (“Exercise
Price”).  The number and character of such shares of Common Stock and
the Exercise Price per share are subject to adjustment as provided
herein.

     

    1.           Exercise of
Warrant.

     

    1.1.           Number of Shares Issuable
upon Exercise.  From and after the Exercise Date through and
including the Expiration Date, the Holder shall be entitled to receive, upon
exercise of this Warrant in whole or in part, by delivery of an original or fax
copy of a duly executed exercise notice in the form attached hereto as Exhibit A
(the “Exercise Notice”) and payment of the aggregate Exercise Price of the
shares thereby purchased in accordance with Section 2.1 hereof, up to that
number of shares of Common Stock referred to above, subject to adjustment
pursuant to Section 4 and subject to the Company having sufficient authorized
shares of Common Stock, provided, however, within 5
Trading Days of the date said Exercise Notice is delivered to the Company, the
Holder shall have surrendered this Warrant to the Company.

     

    2.           Procedure for
Exercise.

     

    2.1.           Delivery of Stock
Certificates, Etc., on Exercise.  The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such shares in accordance herewith.  As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value (as
hereinafter defined) of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise. The “Fair
Market Value” of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean (a) if the Common Stock is then listed or
quoted on a national trading market, the volume weighted average price of the
Common Stock for the 20 trading days preceding such Determination Date, (b) if
the Common Stock is not then listed or quoted on a national trading market and
if prices for the Common Stock are then quoted on the OTC Bulletin Board, the
volume weighted average price of the Common Stock for the 20 trading days
preceding such Determination Date on the OTC Bulletin Board, (c) if the Common
Stock is not then listed or quoted on the OTC Bulletin Board and if prices for
the Common Stock are then reported in the “Pink Sheets” published by Pink
Sheets, LLC (or a similar organization or agency succeeding to its functions of
reporting prices), the average bid price per share of the Common Stock for the
20 trading days preceding such Determination Date as so reported, or (d) in all
other cases, the value of the Common Stock as determined in good faith by the
Company’s Board of Directors.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    2.2.           Exercise.  Payment
may be made either by wire transfer or cashier’s check drawn on a United States
bankcheck payable to the order of the Company equal to the applicable aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the Holder per the terms of
this Warrant) and the Holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully paid and nonassessable shares of
Common Stock determined as provided herein.

     

    3.           Effect of Reorganization,
Etc.; Adjustment of Exercise Price.

     

    3.1.           Reorganization,
Consolidation, Merger, Etc.  In case at any time or from time
to time, the Company shall (a) effect a reorganization, (b) consolidate with or
merge into any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder, on the exercise
hereof as provided in Section 1 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock
issuable on such exercise prior to such consummation or such effective date, the
stock and other securities and property (including cash) to which such Holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in Section 4.

     

    3.2.           Continuation of
Terms.  Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section
3.1.  In the event this Warrant does not continue in full force and
effect after the consummation of the transactions described in this Section 3,
then the Company’s securities and property (including cash, where applicable)
receivable by the Holder  will be delivered to the
Holder.

     

    4.           Extraordinary Events
Regarding Common Stock.  In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock or any preferred stock issued by the
Company (b) subdivide its outstanding shares of Common Stock, or (c) combine its
outstanding shares of the Common Stock into a smaller number of shares of the
Common Stock, then, in each such event, the Exercise Price shall, simultaneously
with the happening of such event, be adjusted by multiplying the then Exercise
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such event and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after such event, and the product so obtained shall thereafter be the Exercise
Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described
herein in this Section 4.  The number of shares of Common Stock that
the Holder  shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive shall be adjusted to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but for
the provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Exercise Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is the
Exercise Price in effect on the date of such exercise (taking into account the
provisions of this Section 4).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    5.           Pro Rata
Distributions.  If the Company, at any time prior to the
Expiration Date, shall distribute to all holders of Common Stock (and not to
Holders of the Warrants) evidences of its indebtedness or assets (including cash
and cash dividends) or rights or warrants to subscribe for or purchase any
security), then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Fair Market Value determined as
of the record date mentioned above, and of which the numerator shall be such
Fair Market Value on such record date less the then per share Fair Market Value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of the Common Stock as
determined by the Board of Directors in good faith.  In either case
the adjustments shall be described in a statement provided to the Holder of the
portion of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.

     

    6.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock issuable on the exercise of this Warrant, the Company
at its expense will promptly cause its Chief Financial Officer or other
appropriate designee to compute such adjustment or readjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock outstanding or deemed to be outstanding, and
(c) the Exercise Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such adjustment or
readjustment and as adjusted or readjusted as provided in this
Warrant.  The Company will forthwith mail a copy of each such
certificate to the Holder and any Warrant agent of the Company (appointed
pursuant to Section 11 hereof).

     

    7.           Registration
Rights.  The Holder of this Warrant shall have the registration
rights set forth in the Registration Rights Agreement dated of even date
herewith.

     

    8.           Status of Stock Issuable on
Exercise of Warrant.  The Company represents that all shares of
Common Stock which may be issued upon the exercise of this Warrant will, when
issued and paid for in accordance with the terms of this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than
restrictions imposed by the applicable laws and taxes in respect of any transfer
occurring contemporaneously with such issue).

     

    9.           Assignment; Exchange of
Warrant.  Subject to compliance with any applicable securities
laws and the conditions set forth in any restrictive legend appearing on the
face hereof, this Warrant and all rights hereunder are transferable, in whole or
in part, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto as Exhibit B duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer.  Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denomination or denominations specified in
such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled.  A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    10.         Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     

    11.         Warrant
Agent.  The Company may, by written notice to the each Holder
of the Warrant, appoint an agent for the purpose of issuing Common Stock on the
exercise of this Warrant pursuant to Section 1, and replacing this Warrant
pursuant to Section 10, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.

     

    12.         Transfer on the Company’s
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.

     

    13.         No Rights as Shareholder
Until Exercise.  This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof.

     

    14.         Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a
Saturday, Sunday or a legal holiday, then such action may be taken or such right
may be exercised on the next succeeding day not a Saturday, Sunday or legal
holiday.

     

    15.         Notices,
Etc.  All notices and other communications from the Company to
the Holder  shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such Holder or, until any such Holder furnishes to the Company an
address, then to, and at the address of, the last Holder  who has so
furnished an address to the Company.

     

    16.         Miscellaneous.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.  THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE
OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION
BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN
THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK.  The
individuals executing this Warrant on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury.  The
prevailing party shall be entitled to recover from the other party its
reasonable attorneys’ fees and costs.  In the event that any provision
of this Warrant is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of this Warrant.  The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of
the terms hereof.  The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision hereof.  The Company acknowledges that legal counsel
participated in the preparation of this Warrant and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Warrant to
favor any party against the other party.

     

    IN
WITNESS WHEREOF, the Company has executed this Warrant No. [  ] as of
the date first written above.

     

    BAYPEAK 5
ACQUISITION CORP.

    


    
      
        
          
            
              
                
                  	
                          By:

                        	  
      
	
                          Name: 

                        	  
      
	
                          Title:

                        	  
      


                

              

            

          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Exhibit
A

     

    FORM
OF SUBSCRIPTION

    (To Be
Signed Only On Exercise Of Warrant)

     

    
      	
              TO: 

            	
              Bay
      Peak 5 Acquisition Corp.

            


    

     

    Attention:          Chief
Financial Officer

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant hereby
irrevocable elects to purchase _______ shares of Common Stock covered by such
Warrant and remits $______________________ by wire transfer or cashier’s check
drawn on a United States bankcheck payable to the order of the
Company.

     

    The
undersigned is an “accredited investor” as defined in Regulation D, as
promulgated under the Securities Act of 1933, as amended.

     

    The
undersigned represents and warrants that all offers and sales by the undersigned
of the shares of Common Stock shall be made pursuant to registration of the
Common Stock under the Securities Act of 1933, as amended (the “Securities Act”)
or pursuant to an exemption from registration under the Securities
Act.

     

    
      
        
          
            
              
                
                  	
                          Dated:  
      ______________________________________

                        	 
      	
                            
      

                        
	 
      	 
      	
                          (Signature
      must conform to name of holder as specified on

                          the
      face of the Warrant)

                        
	 
      	 
      	 
       
	 
      	 
      	Address:
      	
                                 
          

                        
	 
      	 
      	  
      	   
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Exhibit
B

    


    FORM
OF ASSIGNMENT

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

     

    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

    


    _______________________________________________
whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________

    


    Dated:  ______________,
_______

    


    Holder’s
Signature:             _____________________________

    


    Holder’s
Address:               _____________________________

    


     _____________________________

    


    Signature
Guaranteed:  ___________________________________________

    


    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.


    
      
         


      

      
        6