ex_10-4.htm


    
      

      

    

    Exhibit 10.4

     

     

    
      Exhibit
10.4 Common Stock Purchase Warrant dated June 22, 2009, between the Company
and Margaret Wong

       

      
        	Warrant No.
      0001	
                350,000
      Shares

              


      

       

       Issued
June 22, 2009


      OCTUS,
INC.

      


      WARRANT
TO PURCHASE

      SHARES
OF COMMON STOCK

      


      


      THE
SECURITIES REPRESENTED HEREBY, INCLUDING THE COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT").  NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS
A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER,
SATISFACTORY EVIDENCE IS PROVIDED TO THE CORPORATION THAT THE TRANSFER IS MADE
IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN
ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.  SUCH TRANSFER MUST
ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS.  THE CORPORATION
MAY REQUIRE THE HOLDER TO BEAR THE COSTS AND EXPENSES ASSOCIATED
WITH:  (1) THE LEGAL OPINION REFERRED TO ABOVE AND (2) ANY OTHER
ACTIONS REQUIRED TO COMPLY WITH THE ACT AND APPLICABLE STATE SECURITIES
LAWS.

      


      THESE
SECURITIES, INCLUDING THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF, ARE
SUBJECT TO, AND TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A
SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICE OF THE CORPORATION.  SUCH SUBSCRIPTION AGREEMENT PROVIDES,
AMONG OTHER THINGS, FOR A MARKET STAND-OFF AGREEMENT AND CERTAIN OTHER
RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE
SECURITIES.

      


      


      THIS CERTIFIES THAT, for value
received, ("Holder")
is entitled to purchase Three Hundred Fifty Thousand (350,000) fully paid and
non-assessable shares of the unregistered, restricted Common Stock ("Common
Stock") of OCTUS, INC., a Nevada corporation (the "Company").

      


      1.Exercise
of Warrant.  The terms and
conditions upon which this Warrant may be exercised and the Common Stock covered
hereby (the "Warrant
Stock") may be purchased are as follows:

       

      1.1 Term.  This Warrant may
be exercised in whole or in part at any time after the date set forth above but
in no case may this Warrant be exercised later than 5:00 p.m., Davis,
California, U.S.A. local time at anytime prior to One Hundred Eighty (180) days
from the issuance of this Warrant, after which time this Warrant shall terminate
and shall be void and of no further force or effect.

       

      1.2 Purchase
Price.  The per-share
purchase price for the shares of Stock to be issued upon exercise of this
Warrant shall be One Cent ($0.01), subject to adjustment as provided in Section
2.

      


      1.3 Method of
Exercise.

       

      1.3.1 Cash
Exercise.  The purchase rights represented by this Warrant may
be exercised by Holder, in whole or in part, by the surrender of this Warrant at
the principal office of the Company, located at the address set forth on the
signature page hereof, accompanied by the form of Notice of Cash Exercise
attached hereto as Exhibit "A", and
by the payment to the Company, by cash or by certified, cashier's or other check
acceptable to the Company, of an amount equal to the aggregate purchase price of
the shares of Warrant Stock purchased.

       

      1.3.2 Net Issue
Exercise.  In lieu of exercising this Warrant pursuant to
Section 1.3.1, Holder may elect to receive shares equal to the value of
this Warrant determined in the manner described below (or of any portion thereof
remaining unexercised) by surrender of this Warrant at the principal office of
the Company together with the form of Notice of Exercise of Common Stock Warrant
Pursuant to Net Issue ("Cashless") Exercise Provisions attached hereto as Exhibit "B", in
which event the Company shall issue to Holder a number of shares of the
Company's Common Stock computed using the following formula:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      X = Y (A-B)

              A

      


      Where X =
the number of shares of Warrant Stock to be issued to Holder.

       

      Y = the
number of shares of Warrant Stock purchasable under this
Warrant (at the date of such calculation).

       

      A = the
fair market value of one share of the Company's Common
Stock (at the date of such calculation).

       

      B =
Warrant Price (as adjusted to the date of such calculation).

      


      1.3.3 Fair
Market Value.  For purposes of
this Section 1.2, fair market value of one share of the Company's Common Stock
shall be determined in good faith by the Company's Board of
Directors.

      


      1.4 Issuance
of Shares.  In the event of
any exercise of the rights represented by this Warrant, certificates for the
shares of Common Stock so purchased shall be delivered to Holder within a
reasonable time and, unless this Warrant has been fully exercised or has
expired, a new Warrant representing the remaining unexercised number of shares
shall also be issued to Holder at such time.

      


      2.
Certain
Adjustments.

      


      2.1 Merger;
Consolidation or Sale of Assets. If at any time there shall
be a capital reorganization (other than a combination or subdivision of Warrant
Stock otherwise provided for in this Warrant), or a merger or consolidation of
the Company with or into another corporation, or the sale of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consoli­dation or sale,
lawful provision shall be made so that the Holder shall thereafter be entitled
to receive upon exercise of this Warrant, during the period specified in this
Warrant and upon payment of the purchase price, the number of shares of stock or
other securities or property of the Company or the successor corporation
resulting from such reorganization, merger, consoli­dation or sale to which
a holder of the Common Stock deliverable upon exercise of this Warrant would
have been entitled under the provisions of the agreement in such
reorgani­zation, merger, consolidation or sale if this Warrant had been
exercised immediately before that reorganization, merger, con­solidation or
sale. In any such case, appropriate adjustment (as determined in good faith by
the Company's Board of Directors) shall be made in the application of the
provisions of this Warrant with respect to the rights and interests of the
Holder after the reorganization, merger, consolidation or sale to the end that
the provisions of this Warrant (including adjustment of the purchase price then
in effect and the number of shares of Warrant Stock) shall be applicable after
that event, as nearly as reasonably may be, in relation to any shares or other
property deliverable after that event upon exercise of this
Warrant.

      


      2.2 Splits
and Subdivisions.  In the event the
Company should at any time or from time to time fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of the holders of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "Common
Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or Common Stock Equivalents (including
the additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such distribution, split
or subdivision if no record date is fixed), the purchase price set forth in
Section 1.2 shall be appropriately decreased and the number of shares of
Warrant Stock shall be appropriately increased in proportion to such increase of
outstanding shares.

      


      2.3 Combination
of Shares.  If the number of
shares of Common Stock outstanding at any time after the date of this Warrant is
decreased by a combination of the outstanding shares of Common Stock, the
purchase price set forth in Section 1.2 shall be appropriately increased
and the number of shares of Warrant Stock shall be appropriately decreased in
proportion to such decrease in outstanding shares.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      2.4 Certificate
as to Adjustments.  In the case of
each adjustment or readjustment of the purchase price and the number of shares
pursuant to this Section 2, the Company will promptly compute such adjustment or
readjustment in accordance with the terms hereof and cause a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based to be delivered to the Holder. The
Company will, upon the written request at any time of the Holder, furnish or
cause to be furnished to such Holder a certificate setting forth:

      


      2.4.1 Such adjustments and
readjustments;

      


      2.4.2 The purchase price at the
time in effect; and,

       

      2.4.3 The
number of shares of Warrant Stock and the amount, if any, of other property at
the time receivable upon the exercise of the Warrant.

      


      3. Fractional
Shares.  No fractional
shares shall be issued in connection with any exercise of this
Warrant.  In lieu of the issuance of fractional shares, the Company
shall round up or round down such fractional shares, as the Company deems
appropriate, to the nearest whole share of Common Stock or Holder may purchase a
whole share by delivering payment equal to the appropriate portion of the
purchase price.

      


      4. Reservation
of Stock.  The Company shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the exercise of this
Warrant, such number of its shares of Common Stock as shall from time to time be
sufficient to effect the exercise of this Warrant; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the exercise of the entire Warrant, in addition to such other remedies as
shall be available to the Holder, the Company will use its reasonable best
efforts to take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes.

      


      5. No
Stockholders' Rights Until Exercise.  Prior to the
exercise of this Warrant, the Holder shall not be entitled, by virtue of holding
this Warrant, to any rights of a stockholder of the Company.

      


      6. Transfers
and Exchanges.

      


      6.1 Restrictions
on Transfer.  This Warrant and
the shares of Warrant Stock receivable upon exercise of this Warrant are subject
to certain restrictions and limitations on transfer, as set forth in the
Subscription Agreement executed by Holder, including, without limitation, a
market standoff agreement in connection with any registration of the Company's
securities under the Act.

      


      6.2 Transfer.  This Warrant is
transferable on the books of the Company at its principal office by the
registered Holder upon surrender of this Warrant properly endorsed, subject to
compliance with federal and state securities laws.  The Company shall
issue and deliver to the transferee a new Warrant or Warrants representing the
Warrants so transferred.  Upon any partial transfer, the Company will
issue and deliver to Holder a new Warrant or Warrants with respect to the
portion of the Warrant not so transferred.  Notwithstanding the
foregoing, Holder shall not be entitled to transfer a number of shares or an
interest in this Warrant representing less than five percent (5%) of the
aggregate shares initially covered by this Warrant (as presently constituted,
with appropriate adjustment being made in the event of stock splits,
combinations, reorganizations and the like occurring after the issue date
hereof).  Any transferee shall be subject to the same restrictions on
transfer with respect to this Warrant as Holder.

      


      6.3 Securities
Laws.  If required by
the Company, in connection with each issuance of shares of Warrant Stock upon
exercise of this Warrant, Holder will give: (a) assurances in writing,
satisfactory to the Company, that such shares are not being purchased with a
view to the distribution thereof in violation of applicable laws,
(b) sufficient information, in writing, to enable the Company to rely on
exemptions from the registration or qualification requirements of applicable
laws, if available, with respect to such exercise, and (c) its cooperation
to the Company in connection with such compliance.  Holder
acknowledges and agrees that any certificates representing shares of Warrant
Stock shall bear legends similar to those set forth on the first page of this
Warrant and any legends required by applicable state securities
laws.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      7. Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to the Company, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.

      


      8.
Miscellaneous.

      


      8.1 GOVERNING
LAWS.  THE INTERNAL LAWS
OF THE STATE OF NEVADA, U.S.A. (IRRESPECTIVE OF ITS CHOICE OF LAW PRINCIPLES)
SHALL GOVERN THE VALIDITY OF THIS WARRANT, THE CONSTRUCTION OF ITS TERMS, AND
THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE COMPANY AND
HOLDER.

      


      8.2 Binding
Upon Successors and Assigns.  Subject to, and
unless otherwise provided in, this Warrant, each and all of the covenants,
terms, provisions, and agreements contained in this Warrant shall be binding
upon, and inure to the benefit of, the permitted successors, executors, heirs,
representatives, administrators and assigns of the Company and
Holder.

      


      8.3 Severability.  If any one or
more provisions of this Warrant, or the application thereof, shall for any
reason and to any extent be invalid or unenforceable, the remainder of this
Warrant and the application of such provisions to other persons or circumstances
shall be interpreted so as best to reasonably effect the intent of the Company
and Holder.  The Company and Holder further agree to replace any such
void or unenforceable provisions of this Warrant with valid and enforceable
provisions which will achieve, to the extent possible, the economic, business
and other purposes of the void or unenforceable provisions.

      


      8.4 Notices.  All notices,
consents, waivers or demands of any kind which the Company or Holder may be
required or may desire to serve on the other in connection with this Warrant
shall be in writing and shall be delivered by personal service or sent by
telecopy or registered or certified mail, return receipt requested, with postage
fully prepaid.  All such communications shall be addressed as
follows:

      


      If to the
Company:               At
the address set forth below.

       

      If to
Holder:                          
At the
address set forth in the Company's stock record books.

      


      Except as
may otherwise be provided in this Warrant, all such communications shall be
deemed to have been duly given when transmitted by facsimile with verified
receipt by the transmitting facsimile, when personally delivered, two (2) days
after being delivered to an air courier (e.g. Federal Express) upon
proof of delivery, or, in the case of a mailed notice, five (5) days after being
deposited certified or registered mail, postage prepaid.  The Company
or Holder may change its address for such communications by giving notice to the
other as provided in this Section.

      


      8.5 No
Endorsement.  Holder
understands that no federal or state securities administrator has made any
finding or determination relating to the fairness of investment in the Company
or the purchase of this Warrant or the Common Stock issuable upon the exercise
of this Warrant and that no federal or state securities administrator has
recommended or endorsed the offering of securities by the Company under this
Warrant.

      


      8.6 Amendments
and Waivers. Any
term of the Warrant may be amended and the observance of any term of the Warrant
may be waived (either generally or in a particular instance and either
retroactively or prospectively), with the written consent of the Company and the
Holder.

       

      
        
          
            
              	 	OCTUS, INC.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Christian
      Soderquist	 
	 	 	Christian
      Soderquist, Chief Executive Officer	 
	 	 	 	 
	 	 	      
                      Address:

                      OCTUS,
      INC.

                      719
      Second Street, Suite 9

                      Davis,
      CA  95616

                    	 


            

          

        

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

      


      NOTICE OF CASH
EXERCISE

      


      OCTUS,
INC.

      719
Second Street, Suite 9

      Davis,
CA  95616

      


      Ladies
and Gentlemen:

      


      The undersigned hereby
elects to purchase, pursuant to the provisions of the Warrant dated June 22,
2009 held by the undersigned, Three Hundred Fifty Thousand (350,000)
shares of the unregistered, restricted Common Stock of OCTUS, INC., a Nevada
corporation, at one cent ($0.01) per share.  The undersigned confirms
and acknowledges the investment representations and warranties made in the
Subscription Agreement executed by the undersigned, and accepts such shares
subject to the restrictions contained therein.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	
                                                                                    For
      joint ownership BOTH parties should sign and date below.

                                                                                  	 
      	
                                                                                    For
      corporations, partnerships, trusts or other entities, one or more
      signatories, as appropriate, should sign and date below.                                  

                                                                                  
	 	 	 
	 	 	 
	Signature	 
      	Name of
  Entity
	 	 	 
	Name of
    Signatory	 	Signature
	 	 	 
	Date:	 	 
	 	 	Name and Title of
      Signatory
	 	 	 
	Second Signature (if
      required)	 	Date:   
	 	 	 
	Name of Second
      Signatory	 	 
	 	 	Second Signature (if
      required)
	 	 	 
	Date: 	 	 
	 	 	Name and Title of Second
      Signatory
	 	 	 
	 	 	Date:   


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      ACCEPTED
AND AGREED:

      OCTUS
, INC.

      


      
        
          
            
              
                	
                        By: 

                      	 	 	
                         

                      	 
	
                        
                          Christian
      Soderquist

                          Chief
      Executive Officer

                        

                      	 	 	
                         

                      	 


              

            

          

        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

       

      NOTICE
OF EXERCISE OF COMMON STOCK WARRANT

      PURSUANT TO NET ISSUE
("CASHLESS") EXERCISE PROVISIONS

      


      


      


      OCTUS,
INC.

      719
Second Street, Suite 9

      Davis,
CA  95616

      


      


      


      Ladies
and Gentlemen:

      


      The
undersigned, registered Holder of the Common Stock Warrant delivered herewith
("Warrant"), hereby irrevocably
exercises such Warrant for, and purchases thereunder, shares of the
unregistered, restricted Common Stock of Octus, Inc., a Nevada corporation, as
provided below.  Capitalized terms used herein, unless otherwise
defined herein, shall have the meanings given in the Warrant.  The
number of shares of Common Stock being purchased pursuant to this Notice of
Exercise is  , thereby
leaving a remainder of   shares (if
any).  Such exercise shall be pursuant to the net issue exercise
provisions of Section 1.3.2 of the Warrant; therefore, Holder makes no
payment with this Notice of Exercise.  The number of shares to be
issued pursuant to this exercise shall be determined by reference to the formula
in Section 1.3.2 of the Warrant which, by reference to Section 1.3.3,
requires the use of the current per share fair market value of the Company's
Common Stock.  The current fair market value of one share of the
Company's Common Stock shall be determined in the manner provided in
Section 1.3.3, which amount has been determined by the Company to be $ , which figure
is acceptable to Holder for calculations of the number of shares of Common Stock
issuable pursuant to this Notice of Exercise.  Holder requests that
the certificates for the purchased shares of Common Stock be issued in the name
of and delivered to  .  To
the extent the foregoing exercise is for less than the full number of shares
purchasable under the Warrant, a replacement Warrant representing the remainder
of the shares (and otherwise of like form, tenor and effect) shall be delivered
to Holder along with the share certificate evidencing the Common Stock issued in
response to this Notice of Exercise.

      
 

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      Octus,
Inc.

      Notice of
Exercise of Common Stock Warrant

      Page
2

       

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      For
      joint ownership BOTH parties should sign and date below.

                                                                                    	 
      	
                                                                                      For
      corporations, partnerships, trusts or other entities, one or more
      signatories, as appropriate, should sign and date below.                                  

                                                                                    
	 	 	 
	 	 	 
	Signature	 
      	Name of
  Entity
	 	 	 
	Name of
    Signatory	 	Signature
	 	 	 
	Date:	 	 
	 	 	Name and Title of
      Signatory
	 	 	 
	Second Signature (if
      required)	 	Date:   
	 	 	 
	Name of Second
      Signatory	 	 
	 	 	Second Signature (if
      required)
	 	 	 
	Date: 	 	 
	 	 	Name and Title of Second
      Signatory
	 	 	 
	 	 	Date:   


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

          ACCEPTED
AND AGREED:

          OCTUS,
INC.

        

        
          
            
              
                	 	 	 	 	 
	
                        By: 

                      	 	 	
                         

                      	 
	
                        
                          Christian
      Soderquist

                          Chief
      Executive Officer

                        

                      	 	 	
                         

                      	 


              

            

          

        

      

       

       

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