Exhibit
4.2


 


NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON
EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S.
STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN
RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING
REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
COMPANY.


 


WASTE2ENERGY HOLDINGS, INC.


 


COMMON STOCK WARRANT


 


	
  No.           

  	
   

  	
  [        ],
  2010

  



 


Waste2Energy
Holdings, Inc. , a Delaware corporation (the “Company”),
hereby certifies that
                                              ,
its permissible transferees, designees, successors and assigns (collectively,
the “Holder”), for value received, is
entitled to purchase from the Company at any time and from time to time
commencing on the date first appearing above (the “Issuance
Date”), up to and through 12:01a.m. (EST) on the date three (3) years
from the Issuance Date (the “Termination Date”)
up to
              
shares (each, a “Share” and
collectively the “Shares”) of
the Company’s common stock, at an exercise price per Share equal to $.50 (the “Exercise Price”).  The number of Shares purchasable hereunder
and the Exercise Price are subject to adjustment as provided in Section 4
hereof.


 


1.            Method of
Exercise; Payment.


 


(a)           Cash
Exercise.  The purchase rights
represented by this Warrant may be exercised, for cash only, by the Holder, in
whole or in part, at any time, or from time to time, by the surrender of this
Warrant (with the notice of exercise form (the “Notice of
Exercise”) attached hereto as Exhibit A duly
executed) at the principal office of the Company, and by payment to the Company
of an amount equal to the Exercise Price multiplied by the number of the Shares
being purchased, which amount may be paid, at the election of the Holder, by
wire transfer or certified check payable to the order


 


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of
the Company. The person or persons in whose name(s) any certificate(s) representing
Shares shall be issuable upon exercise of this Warrant shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes
as the record holder(s) of, the Shares represented thereby (and such
Shares shall be deemed to have been issued) immediately prior to the close of
business on the date or dates upon which this Warrant is exercised.


 


(b)           Stock Certificates.  In the event of any exercise of the rights
represented by this Warrant, as promptly as practicable after this Warrant is
surrendered and delivered to the Company along with all other appropriate
documentation on or after the date of exercise and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of Shares issuable upon such exercise. 
In the event this Warrant is exercised in part, the Company at its
expense will execute and deliver a new Warrant of like tenor exercisable for
the number of Shares for which this Warrant may then be exercised.


 


(c)           Taxes.  The issuance of the Shares upon the exercise
of this Warrant, and the delivery of certificates or other instruments
representing such Shares, shall be made without charge to the Holder for any
tax or other charge in respect of such issuance.


 


2.            Warrant.


 


(a)           Exchange, Transfer and Replacement.  At any time prior to the exercise hereof,
this Warrant may be exchanged upon presentation and surrender to the Company,
alone or with other warrants of like tenor of different denominations
registered in the name of the same Holder, for another warrant or warrants of
like tenor in the name of such Holder exercisable for the aggregate number of
Shares as the warrant or warrants surrendered.


 


(b)           Replacement of Warrant.  Upon 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, upon delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company,
or, in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Company, at its expense, will execute and deliver in lieu thereof,
a new Warrant of like tenor.


 


(c)           Cancellation; Payment of Expenses.  Upon the surrender of this Warrant in connection
with any transfer, exchange or replacement as provided in this Section 2,
this Warrant shall be promptly canceled by the Company.  The Holder shall pay all taxes and all other
expenses (including legal expenses, if any, incurred by the Holder or transferees)
and charges payable in connection with the preparation, execution and delivery
of Warrants pursuant to this Section 2.


 


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(d)           Warrant
Register.  The Company shall
maintain, at its principal executive offices (or at the offices of the transfer
agent for the Warrant or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant (the “Warrant Register”), in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.


 


3.            Rights and Obligations of Holders of this Warrant.  The Holder of this Warrant shall not, by
virtue hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity; provided, however, that in the event
any certificate representing shares of Common Stock or other securities 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 Common
Stock on the date on which this Warrant, together with a duly executed Notice
of Exercise, was surrendered and payment of the aggregate Exercise Price was
made, irrespective of the date of delivery of such Common Stock certificate.


 


4.            Adjustments.


 


(a)           Stock
Dividends, Reclassifications, Recapitalizations, Etc.  While this Warrant is outstanding, in the
event the Company:  (i) pays a dividend
in Common Stock or makes a distribution in Common Stock, (ii) subdivides
its outstanding Common Stock into a greater number of shares,
(iii) combines its outstanding Common Stock into a smaller number of
shares or (iv) increases or decreases the number of shares of Common Stock
outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then (1) the Exercise Price on the
record date of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and
(2) the number of shares of Common Stock for which this Warrant may be
exercised immediately before such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise Price
immediately after such event.


 


(b)          Combination:
Liquidation.  While this Warrant is
outstanding, (i) In the event of a Combination (as defined below), each
Holder shall have the right to receive upon exercise of the Warrant the kind
and amount of shares of capital stock or other securities or property which
such Holder would have been entitled to receive upon or as a result of such
Combination had such Warrant been exercised immediately prior to such event
(subject to further adjustment in accordance with the terms hereof).  Unless paragraph (ii) is applicable
to a Combination, the Company shall provide that the surviving or acquiring
Person (as defined below) (the “Successor Company”)
in such Combination will assume by written instrument the obligations under
this Section 4 and the obligations to deliver to the Holder such
shares of stock, securities or assets as, in


 


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accordance
with the foregoing provisions, the Holder may be entitled to acquire. “Combination” means an event in
which the Company consolidates with, mergers with or into, or sells all or
substantially all of its assets to another Person, where “Person”
means any individual, corporation, partnership, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity; (ii) In the event of (x) a Combination where
consideration to the holders of Common Stock in exchange for their shares is
payable solely in cash or (y) the dissolution, liquidation or winding-up
of the Company, the Holders shall be entitled to receive, upon surrender of
their Warrant, distributions on an equal basis with the holders of Common Stock
or other securities issuable upon exercise of the Warrant, as if the Warrant
had been exercised immediately prior to such event, less the Exercise
Price.  In case of any Combination
described in this Section 4, the surviving or acquiring Person and,
in the event of any dissolution, liquidation or winding-up of the Company, the
Company, shall deposit promptly with an agent or trustee for the benefit of the
Holders of the funds, if any, necessary to pay to the Holders the amounts to
which they are entitled as described above. 
After such funds and the surrendered Warrant are received, the Company
is required to deliver a check in such amount as is appropriate (or, in the
case or consideration other than cash, such other consideration as is
appropriate) to such Person or Persons as it may be directed in writing by the
Holders surrendering such Warrant.


 


(c) Notice of Adjustment.  Whenever the Exercise Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of
the Warrant is adjusted, as provided in this Section 4, the Company
shall deliver to the holders of the Warrant in accordance with Section 10
a certificate of the Company’s Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated (including a description of the basis on which (i) the
Board of Directors determined the fair value of any evidences of indebtedness,
other securities or property or warrants, options or other subscription or
purchase rights and (ii) the Current Market Value (as defined below) of
the Common Stock was determined, if either of such determinations were
required), and specifying the Exercise Price and number of shares of Common
Stock issuable upon exercise of the Warrant after giving effect to such
adjustment.


 


(d)  Notice of Certain Transactions.  While this Warrant is outstanding, in the
event that the Company shall propose (a) to pay any dividend payable in
securities of any class to the holders of its Common Stock or to make any other
non-cash dividend or distribution to the holders of its Common Stock,
(b) to offer the holders of its Common Stock rights to subscribe for or to
purchase any securities convertible into shares of Common Stock or shares of
stock of any class or any other securities, rights or options, (c) to
effect any capital reorganization, reclassification, consolidation or merger
affecting the class of Common Stock, as a whole, or (d) to effect the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
the Company shall, within the time limits specified below, send to each Holder
a notice of such proposed action or offer. 
Such notice shall be mailed to the Holders at their addresses as they
appear in the Warrant Register, which shall specify the record date for the
purposes of such dividend,


 


4

















 


distribution
or rights, or the date such issuance or event is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be
fixed, and shall briefly indicate the effect of such action on the Common Stock
and on the number and kind of any other shares of stock and on other property,
if any, and the number of shares of Common Stock and other property, if any,
issuable upon exercise of each Warrant and the Exercise Price after giving
effect to any adjustment pursuant to Section 4 which will be
required as a result of such action. 
Such notice shall be given as promptly as possible and (x) in the
case of any action covered by clause (a) or (b) above, at least ten (10) days
prior to the record date for determining holders of the Common Stock for
purposes of such action or (y) in the case of any other such action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of Common Stock, whichever
shall be the earlier.


 


(e)  Current Market Value.  The “Current Market Value”
per share of Common Stock or any other security at any date means (i) if
the security is not registered under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and/or traded
on a national securities exchange, quotation system or bulletin board, (a) the
value of the security, determined in good faith by the Board of Directors of
the Company and certified in a board resolution, based on the most recently
completed arm’s-length transaction between the Company and a Person other than
an affiliate of the Company or between any two such Persons and the closing of
which occurs on such date or shall have occurred within the six-month period
preceding such date, or (b) if no such transaction shall have occurred
within the six-month period, the value of the security as determined by an
independent financial expert or an agreed upon financial valuation model or (ii) if
the security is registered under the Exchange Act and/or traded on a national
securities exchange, quotation system or bulletin board, the average of the
daily closing bid prices (or the equivalent in an over-the-counter market) for
each day on which the Common Stock is traded for any period on the principal
securities exchange or other securities market on which the common Stock is
being traded (each, a “Trading Day”)
during the period commencing thirty (30) days before such date and ending on
the date one (1) day prior to such date.


 


5.            Reserved.


 


6.            Fractional Shares. 
In lieu of issuance of a fractional share upon any exercise hereunder,
the Company will issue an additional whole share in lieu of that fractional
share, calculated on the basis of the Exercise Price.


 


7.            Legends. 
Prior to issuance of the shares of Common Stock underlying this Warrant,
all such certificates representing such shares shall bear a restrictive legend
to the effect that the Shares represented by such certificate have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the
Shares may not be sold or transferred in the absence of such registration or an
exemption therefrom, such legend to be substantially in the form of the
bold-face language appearing at the top of Page 1 of this Warrant.


 


5

















 


8.            Disposition of Warrants or Shares.  The Holder of this Warrant, each transferee
hereof and any holder and transferee of any Shares, by his or its acceptance
thereof, agrees that no public distribution of Warrants or Shares will be made
in violation of the provisions of the Securities Act.  Furthermore, it shall be a condition to the
transfer of this Warrant that any transferee thereof deliver to the Company his
or its written agreement to accept and be bound by all of the terms and
conditions contained in this Warrant.


 


9.            Merger or Consolidation.  The Company will not merge or consolidate
with or into any other corporation, or sell or otherwise transfer its property,
assets and business substantially as an entirety to another corporation, unless
the corporation resulting from such merger or consolidation (if not the
Company), or such transferee corporation, as the case may be, shall expressly
assume, by supplemental agreement reasonably satisfactory in form and substance
to the Holder, the due and punctual performance and observance of each and
every covenant and condition of this Warrant to be performed and observed by
the Company.


 


10.          Notices. 
Except as otherwise specified herein to the contrary, all notices,
requests, demands and other communications required or desired to be given
hereunder shall only be effective if given in writing by certified or
registered U.S. mail with return receipt requested and postage prepaid; by
private overnight delivery service (e.g. Federal Express); by facsimile
transmission (if no original documents or instruments must accompany the
notice); or by personal delivery.  Any
such notice shall be deemed to have been given (a) on the business day
immediately following the mailing thereof, if mailed by certified or registered
U.S. mail as specified above; (b) on the business day immediately
following deposit with a private overnight delivery service if sent by said
service; (c) upon receipt of confirmation of transmission if sent by
facsimile transmission; or (d) upon personal delivery of the notice.  All such notices shall be sent to the
following addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 10):


 


	
  if to the Company:

  	
   

  	
  Waste2Energy
  Holdings, Inc.

  
	
   

  	
   

  	
  1
  Chick Springs Road, Suite 218

  
	
   

  	
   

  	
  Greenville,
  SC 29609

  
	
   

  	
   

  	
  Attention:
  Peter Bohan, CEO

  
	
   

  	
   

  	
  Facsimile:
  864-679-1627

  
	
   

  	
   

  	
   

  
	
  with copy to:

  	
   

  	
  Sichenzia
  Ross Friedman Ference LLP

  
	
   

  	
   

  	
  61
  Broadway, 32nd Floor

  
	
   

  	
   

  	
  New
  York, NY 10006

  
	
   

  	
   

  	
  Attention: Thomas A. Rose, Esq.

  
	
   

  	
   

  	
  Facsimile: (212) 930-9725

  



 


Notwithstanding
the time of effectiveness of notices set forth in this Section 10,
a Notice of Exercise shall not be deemed effectively given until it has been
duly completed and


 


6

















 


submitted
to the Company together with this original Warrant and payment of the Exercise
Price in a manner set forth in this Section 10.


 


11.          Limitation on
Exercise. Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Holder upon
any exercise of this Warrant (or otherwise in respect hereof) shall be limited to
the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned
by such Holder and its affiliates and any other persons whose beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of
Section 13(d) of the Exchange Act, does not exceed 4.99% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. The holder may waive the restriction in whole or in
part upon and effective after 61 days prior written notice to the Company. This
provision shall not restrict the number of shares of Common Stock which a
Holder may receive or beneficially own in order to determine the amount of
securities or other consideration that such Holder may receive in the
event of a merger or other business combination or reclassification involving
the Company.


 


12.          Governing Law. 
This Agreement shall be governed by and construed solely and exclusively
in accordance with and pursuant to the internal laws of the State of New York
without regard to the conflicts of laws principles thereof. The parties hereto
hereby expressly and irrevocably agree that any suit or proceeding arising
directly and/or indirectly pursuant to or under this Agreement shall be brought
solely in a federal or state court located in the City, County and State of New
York. By its execution hereof, the parties hereby covenant and irrevocably
submit to the in personam jurisdiction of the federal and
state courts located in the City, County and State of New York and agree that
any process in any such action may be served upon any of them personally, or by
certified mail or registered mail upon them or their agent, return receipt
requested, with the same full force and effect as if personally served upon
them in New York City. The parties hereto expressly and irrevocably waive any
claim that any such jurisdiction is not a convenient forum for any such suit or
proceeding and any defense or lack of in  personam jurisdiction
with respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
all of its reasonable counsel fees and disbursements.


 


13.          Successors and Assigns.  This Warrant shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


14.          Headings.  The
headings of various sections of this Warrant have been inserted for reference
only and shall not affect the meaning or construction of any of the provisions
hereof.


 


7

















 


15.          Severability. If any provision of this Warrant is
held to be unenforceable under applicable law, such provision shall be excluded
from this Warrant, and the balance hereof shall be interpreted as if such
provision were so excluded.


 


16.          Modification and Waiver.  This Warrant and any provision hereof may be
amended, waived, discharged or terminated only by an instrument in writing
signed by the Company and the Holder.


 


17.          Specific Enforcement.  The Company and the Holder acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Warrant were not performed in accordance with their specific
terms or were otherwise breached.  It is
accordingly agreed that the parties shall be entitled to an injunction or injunctions
to prevent or cure breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which either of them may be entitled by law or equity.


 


18.          Assignment. 
This Warrant may be transferred or assigned, in whole or in part, at any
time and from time to time by the then Holder by submitting this Warrant to the
Company together with a duly executed Assignment in substantially the form and
substance of the Form of Assignment which accompanies this Warrant as Exhibit B hereto, and, upon
the Company’s receipt thereof, and in any event, within five (5) business
days thereafter, the Company shall issue a Warrant to the Holder to evidence
that portion of this Warrant, if any as shall not have been so transferred or
assigned.


 


(Signature Page Immediately Follows)


 


8

















 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed, manually or by facsimile, by one of its
officers thereunto duly authorized.


 


	
   

  	
  WASTE2ENERGY HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  By:

  	
   

  
	
   

  	
  Name:
  Peter Bohan

  
	
   

  	
  Title:
  Chief Executive Officer

  



 


9

















 


EXHIBIT A

TO

WARRANT


 


NOTICE OF EXERCISE


 


To
Be Executed by the Holder

in Order to Exercise the Warrant


 


The
undersigned Holder hereby elects to purchase
              
Shares pursuant to the attached Warrant, and requests that certificates for
securities be issued in the name of:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Please type or print name and address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Social Security or Tax Identification Number)

  	
   

  



 


	
  and delivered

  
	
  to:

  	
   

  	
   

  
	
   

  	
  .

  



 


(Please type or print name and address if different from above)


 


If
such number of Shares being purchased hereby shall not be all the Shares that
may be purchased pursuant to the attached Warrant, a new Warrant for the
balance of such Shares shall be registered in the name of, and delivered to,
the Holder at the address set forth below.


 


In
full payment of the purchase price with respect to the Shares purchased and
transfer taxes, if any, the undersigned hereby tenders payment of
$                    
by check, money order or wire transfer payable in United States currency to the
order of
[                                ].


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
					



 


10

















 


EXHIBIT B

TO

WARRANT


 


FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto
                          
the right represented by the within Warrant to purchase
             shares
of Common Stock of Waste2Energy Holdings, Inc., a Delaware corporation, to
which the within Warrant relates, and appoints
                                        
Attorney to transfer such right on the books of Waste2Energy Holdings, Inc.,
a Delaware corporation, with full power of substitution of premises.


 


 


	
  Dated:

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  (signature
  must conform to name of holder as specified on the fact of the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Address:

  



 


 


Signed
in the presence of :


 


 


Dated:


 


11