hybridexh4_93.htm


    
      

    

    EXHIBIT
4.9.3

     

     

    FORM OF
CLASS B WARRANT AGREEMENT

    


    NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE
RULES AND REGULATIONS THEREUNDER AND THE PROVISIONS OF THIS
WARRANT.

    


    


    WARRANT
TO PURCHASE SHARES

    OF COMMON
STOCK OF

    HYBRID
DYNAMICS CORPORATION

    


    Issued
to

    


    ______________________________________

    Name of
Warrant Holder

    


    ______________________________________

    Date

    


    ______________________________________

    Number of
Shares

    


    Warrant
No. #B-2009-[____]

    


    HYBRID
DYNAMICS CORPORATION

    (Incorporated
under the laws of the State of Nevada)

    


    


    This
certifies that (the "Warrant Holder") is the owner of a Warrant, subject to
adjustment as provided in Section 3 hereof, which entitles the owner thereof to
purchase, in whole or in part, and from time to time, as provided in Section 1
hereof, fully paid and nonassessable shares of the common stock, $.00015 par
value (the "Common Stock") of HYBRID DYNAMICS CORPORATION, a Nevada corporation
(the "Company"), at the purchase price of $5.00 per share (the "Purchase
Price"), subject to adjustment as provided in Section 3 hereof, payable in
lawful money of the United States of America upon surrender of this Warrant at
the principal office of the Company (currently 52-66 Iowa Avenue, Paterson, NJ
07503) or at such other place as the Company may designate by written notice to
the Warrant Holder. On the date hereof, the Warrant Holder paid the Company an
aggregate price of $100 in consideration for the Warrant.

    


    1.           Exercise.

    


    1.1.        The
Warrant evidenced hereby is immediately exercisable as to the number of shares
of Common Stock as set forth above and shall terminate at 5:00 p.m., New York
time, on June 30, 2014; provided, however, that in no event may any fractional
share of the Common Stock be issued.

    


    1.2.        Upon
any exercise of the Warrant evidenced hereby, the form of election to purchase
set forth as Exhibit A hereto shall be properly completed, executed, and
delivered to the Company,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    together
with a certified check or wire transfer in full payment to the Company of the
Purchase Price for the shares as to which the Warrant is
exercised.  In the event that there is only a partial exercise of the
Warrant evidenced hereby, there shall be issued to the Warrant Holder a new
Warrant Certificate, in all respects similar to this Warrant Certificate,
evidencing the number of shares of the Common Stock still available for
exercise.

    


    1.3.        As
soon as practicable after the warrant exercise and upon the receipt of full
payment and properly completed documentation, but in any event within five (5)
business days from the date of such receipt, the Company, at its sole cost and
expense (including the payment of any applicable issuance taxes) shall then
cause the Transfer Agent for the Common Stock to issue and deliver certificates
evidencing fully paid and nonassessable shares of the Common Stock in the
amounts and in such names as are represented by the exercise.

    


    1.4.        If
this Warrant shall be surrendered upon exercise within any period during which
the transfer books for the Common Stock are closed for any purpose, the Company
shall not be required to make delivery of certificates for shares of the Common
Stock until the date of the reopening of said transfer books.

    


    2.           Expiration
Date.

    


    The
Warrant evidenced hereby may not be exercised after the expiration date set
forth in Section 1 hereof with respect to the shares of the Common Stock as to
which the Warrant may be exercised and, to the extent any such shares are not
exercised by such expiration date, the Warrant evidenced hereby shall become
void.

    


    3.           When
Exercise Effective.

    


    Each
exercise of this Warrant shall be deemed to have been effected immediately prior
to the close of business on the Business Day on which this Warrant shall have
been surrendered to the Company as provided in Section 1.1. At such time, the
person or persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon such exercise as provided in
Section 1.3 shall be deemed to have become the stockholder(s) of record
thereof.

    


    4.           Representations
of Warrant Holder.

    


    The
Warrant Holder represents, warrants and acknowledges to the Company
that:

    


    (a)         it
is an accredited investor within the meaning of Regulation D promulgated under
the Securities Act of 1933;

    


    (b)      
  it has been furnished with and has carefully read all documents that
the Holder has deemed necessary in connection with its investment in the Warrant
and is aware of the merits and risks of an investment in the Warrant to be
purchased by it and, due to its knowledge and experience in financial and
business matters, is capable of evaluating the merits and risks of such
investment;

    


    (c)    
    it has been given the opportunity to ask questions of,
and receive answers from, the Company (including its authorized representatives)
concerning the terms and conditions of the Warrant to be purchased by it and
other matters pertaining to an investment in the Warrant, in order for the
Warrant holder to evaluate the merits and risks of an investment in the Warrant
to be


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    purchased
by it to the extent the Company possesses such information or can acquire it
without unreasonable effort or expense;

    


    (d)       
 it is aware this Warrant has not been registered under the Securities Act,
or any state securities or blue sky laws and, therefore, the Warrant cannot be
resold unless it is registered under such laws or unless an exemption from
registration thereunder is available;

    


    (e)    
    it is purchasing the Warrant for its own account for
investment, and not with a view to, or for resale in connection with the
distribution thereof, and has no present intention of distributing or reselling
the Warrant; and

    


    (f)       
  in making the foregoing representations, it is aware that it must
bear, and is able to bear, the economic risk of such investment for an
indefinite period of time.

    


    5.           Representations
of the Company.

    


    The
Company represents, warrants and acknowledges to the Warrant Holder
that:

    


    (a)         it
is a corporation duly formed and validly existing in the State of
Nevada;

    


    (b)         the
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of the Warrants, the number of shares of common stock
from time to time issuable upon the exercise of all Warrants at the time
outstanding. All such securities shall be duly authorized and, when issued upon
such exercise, shall be validly issued and, in the case of shares, fully paid
and non-assessable with no liability on the part of the holders
thereof.

    


    (c)         this
Warrant has been duly authorized and approved by all requisite action of the
Company, and constitutes a valid and binding agreement of the Company;
and

    


    (d)         when
issued in accordance with the terms of this Warrant, the shares of Common Stock
covered by this Warrant will be duly authorized and validly issued, fully paid
and non-assessable.

    


    6.           Adjustments

    


    Unless
otherwise provided, this Section 6 shall have full force and effect until the
expiration of the Warrants.  Subject to the provisions of this Section
6, the Purchase Price and the shares of the Common Stock as to which the Warrant
may be exercised shall be subject to adjustments from time to time as
hereinafter set forth:

    


    (a)           In
the case if Company at any time for from time to time conduct a capital
reorganization, declare a dividend, or make a distribution, on the outstanding
shares of common stock in shares of common stock or subdivide or reclassify the
outstanding shares of common stock into a greater number of shares or combine or
reclassify the outstanding shares of common stock into a smaller of shares of
common stock, and in each case,

     

      (i)        the
number of shares of common stock into which the Warrant is exercisable shall be
adjusted so that the holder shall be entitled to receive, upon the exercise
thereof, the number of shares of common stock which the holder would have been
entitled to receive after the happening of any of the events described above had
the Warrant been exercised immediately prior to the happening of such event or
the record date therefore, whichever is earlier.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)         Irrespective
of any adjustments or change in the Purchase Price or the number of securities
actually purchasable under the Warrant, the Warrant theretofore and thereafter
issued may continue to express the exercise price and the number of securities
purchasable thereunder as the Purchase Price and the number of securities
purchasable as expressed in the Warrant when initially issued.

    


    (d)         If
at any time while the Warrant is outstanding, the Company shall consolidate
with, or merge into, another corporation, firm, or entity, or otherwise enter
into a form of business combination, the Warrant Holder shall thereafter be
entitled upon exercise thereof to purchase, with respect to each security
purchasable thereunder immediately prior to the date on which such consolidation
or merger or other form of business combination shall become effective, the
securities or property to which a holder of one such security would have been
entitled upon such consolidation or merger or other form of business
combination, without any change in, or payment in addition to, the Purchase
Price in effect immediately prior to such consolidation or merger
or  other form of business combination, and the Company shall take
such steps in connection with such consolidation or merger or other form of
business combination as may be necessary to assure that all the provisions of
the Warrant shall thereafter be applicable, as nearly as reasonably may be, in
relation to any securities or property thereafter deliverable upon the exercise
of the Warrants. The Board of Directors of the Company, in its discretion, may,
at any time during the exercise period of the Warrant, extend the exercise
period or reduce the Purchase Price for the Warrants) Upon the happening of any
event requiring the adjustment of the exercise price hereunder, the Company
shall forthwith give written notice thereof to the registered holder of the
Warrant stating the adjusted Purchase Price and the adjusted number of
securities purchasable upon the exercise thereof resulting from such event and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. The certificate of the Company's independent
public accountants shall be conclusive evidence of the correctness of any
computation made hereunder.

    


    7.           De
Minimis Adjustments.

    


    No
adjustment in the number of shares of common stock purchasable hereunder shall
be required unless such adjustment would require an increase or decrease of at
least one percent (1%) in the number of shares of Common Stock purchasable upon
the exercise of each Warrant; provided, however, that any adjustments which by
reason of this Section 7 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations shall be
made to the nearest whole share.

    


    8.           Intentionally
Omitted

    


    9.           Notice
to Warrant Holder

    


    Nothing
contained herein shall be construed as conferring upon the Warrant Holder the
right to vote or to consent or to receive notice as a stockholder in respect of
the meetings of stockholders for the election of directors of the Company or any
other matter, or any other rights whatsoever as a stockholder of the Company;
provided, however, that in the event that:

    


    (a)         the
Company shall take action to make any distribution (other than cash dividends
payable out of earnings or earned surplus) on the Common Stock;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)         the
Company shall take action to offer for subscription pro rata to the holders of
the Common Stock any additional shares of stock of any class or other rights or
securities convertible into the Common Stock;

    


    (c)         the
Company shall take action to accomplish any capital reorganization, or
reclassification of the capital stock of the Company (other than a change in par
value, or a change from par value to no par value, or a change from no par value
to par value, or a subdivision or combination of the Common Stock), or a
consolidation or merger of the Company into, or a sale of all or substantially
all of its assets to, another corporation; and the Company shall take action
looking to a voluntary dissolution, liquidation or winding up of the
Company:

    


    Then, in
any one or more of such cases, the Company shall, (x) at least 10 days prior to
the date on which the books of the Company shall close or a record date shall be
taken for such distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, cause notice thereof to be
sent to the Warrant Holder at the address appearing on the Warrant register of
the Company and, (y) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, cause at
least 10 days' prior written notice of the date when the same shall take place
to be given to the Warrant Holder in the same manner. Such notice in accordance
with the foregoing clause (x) shall also specify, in the case of any such
distribution or subscription rights, the date on which the holders of the Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (y) shall also specify the date on which the holders of the
Common Stock shall be entitled to exchange their shares of the Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be. Failure to give such notice or any defect
therein shall not affect the legality or validity of any of the matters set
forth in this Section 9.

    


    10.         Transfers
and Exchanges

    


    The
Company shall transfer, from time to time, any outstanding Warrant upon the
books to be maintained by the Company for that purpose, upon surrender thereof
for transfer properly endorsed or accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be canceled by the Company. The
Warrant so canceled shall be delivered to the Company from time to time upon
request. Warrants may be exchanged at the option of the holder thereof, when
surrendered at the office of the Company, for another Warrant, or other Warrants
of different denominations, of like tenor and representing in the aggregate the
rights to purchase a like number of shares. Anything in this Section 9 to the
contrary notwithstanding, no transfer shall be made if such transfer would
violate Section 5 of the Securities Act.

    


    11.         Payment
of Taxes

    


    The
Company will pay any documentary stamp taxes attributable to the initial
issuance of the Common Stock issuable upon the exercise of the Warrant;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue or
delivery of any certificates for the Common Stock in a name other than that
of  the registered holder of the Warrant in respect of which shares
are issued, and in such case the Company shall not be required to issue or
deliver any certificates for the Common Stock or any Warrant for remaining
shares until the person requesting the same has paid to the
Company


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
amount of such tax or has established to the Company's satisfaction that such
tax has been paid.

    


    12.         Mutilated
or Missing Warrant

    


    In case
the Warrant shall be mutilated, lost, stolen, or destroyed, the Company may in
its discretion issue and deliver in exchange and substitution for, and upon
cancellation of, the mutilated Warrant, or in lieu of, and in substitution for,
the Warrant lost, stolen, or destroyed, a new Warrant of like tenor and
representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company of such loss, theft, or destruction of such Warrant.
Applicants for such substitute Warrant shall also comply with such other
reasonable regulations and pay such reasonable charges as the Company may
prescribe.

    


    13.         Reserve

    


    The
Company covenants and agrees that, from time to time, there will be authorized
and available for delivery a sufficient number of its shares of the Common Stock
or other securities into which the Warrant is then exercisable to permit the
exercise of the Warrant at the time outstanding as and when the certificates
shall, from time to time, be deliverable in accordance with Section 1 hereof. In
the event that there are insufficient shares or other securities for such
purpose, the Company shall use its best efforts to seek stockholder approval for
an Amendment to the Company's Certificate of Incorporation and/or to take such
other action as is necessary or appropriate to cause such shares or other
securities to be authorized.

    


    14.         Governing
Law

    


    The
Warrant evidenced hereby shall be construed and enforced in accordance with the
laws of the State of Nevada applicable to contracts made and to be performed in
that State, without giving effect to any principles of conflicts of
laws.

    


    IN
WITNESS WHEREOF, the undersigned has caused this Warrant to be signed manually
by a duly authorized officer.

    


    
      	
              HYBRID
      DYNAMICS CORPORATION

               

            	 
      	 
      
	 
      	 
      	 
      
	
              By:_________________________

            	 
      	
              ___________________

            
	
              Print
      Name:

            	 
      	
              Date

            
	
              Print
      Title

            	 
      	 
      


    

    


     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A

    to

    WARRANT

    


    ELECTION
TO PURCHASE

    


    To:        
 Hybrid Dynamics Corporation

    892 North
340 East

    American
Fork, UT 84003

    


    (A)              The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section 1(2) of the Warrant with respect to
_________________(_____) shares of the Common Stock, at an exercise price per
share of Common Stock of $____, which the holder would be entitled to receive
upon the cash exercise hereof, and requests that the certificates for such
shares be issued in the name of, and delivered to, whose address
is:

    


    (B)              The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section 1(2) of the Warrant with respect to
_________________(_____) shares (the “Shares”) of the Common Stock, and hereby
authorizes Hybrid Dynamics Corporation. to withhold ________ shares of Common
Stock having a total value of $__________, such value being determined in
accordance with the terms of this Warrant, from the Shares otherwise to be
received, and requests that the certificates for the Shares be issued in the
name of, and delivered to ______________, whose address is:

    


    Dated:
_______________

    


     

    ________________________________________

    Print or
Type Name

     

    ________________________________________

    (Signature
must conform in all respects to name of holder as specified on the face of
Warrant)

     

    ________________________________________

    (Street
Address)

     

    ________________________________________

    (City)                      (State)      (Zip
Code)

    


    


    Note:    The
above signature must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or enlargement or
any change whatever.