ex1003q033110.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    REVONERGY
INC.

    (a
Nevada corporation)

    


    Warrant
for the Purchase of 666,667

    Shares
of Common Stock, Par Value $0.001

    


    This
Warrant Will Be Void

    After
5:00 P.M. London, UK Time

    On
March 31, 2011

    


    ___________________________

    


    These
securities have not been registered with the Securities and Exchange Commission
(the

    “SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”), and
are being

    offered
in reliance on exemptions from registration provided in Section 4(2) of
the

    Securities
Act and Rule 506 of Regulation D promulgated thereunder and

    preemption
from the registration or qualification requirements (other

    than
notice filing and fee provisions) of applicable state laws under

    the
National Securities Markets Improvement Act of 1996.

    


    ___________________________

    


    THIS WARRANT (this “Warrant”) certifies
that, for value received, Mandarin Venture Capital Inc., or registered assigns
(the “Holder”
or “Holders”),
is entitled, at any time or from time to time on or after March 22, 2010, and on
or before 5:00 p.m. London, UK Time on March 31, 2011 (the “Exercise Period”), to
subscribe for, purchase, and receive 666,667 shares (the “Shares”) of fully
paid and nonassessable common stock, par value $0.001 (the “Common Stock”) of
REVONERGY INC., a Nevada corporation (the “Company”).  This
Warrant is exercisable to purchase the Shares at a price of $0.40 per share (the
“Exercise
Price”).  The number of Shares to be received on exercise of
this Warrant and the Exercise Price may be adjusted on the occurrence of certain
events as described herein.  If the rights represented hereby are not
exercised by 5:00 p.m. London, UK Time on March 31, 2011 (the “Expiration Date”),
this Warrant shall automatically become void and of no further force or effect,
and all rights represented hereby shall cease and expire.

    


    Subject to the terms set forth herein,
this Warrant may be assigned by the Holder in whole or in part by execution of
the form of assignment attached hereto or may be exercised by the Holder in
whole or in part by execution of the form of exercise attached hereto and
payment of the Exercise Price in the manner described above, all subject to the
terms hereof.

    


    1.           Exercise of
Warrants.  The Holder shall have the rights of a shareholder
only with respect to Shares fully paid for by the Holder under this
Warrant.  On the exercise of all or any portion of this Warrant in the
manner provided above, the Holder exercising the same shall be deemed to have
become a holder of record of the Shares as to which this Warrant is exercised
for all purposes, and certificates for the securities so purchased shall be
delivered to the Holder within a reasonable time, but in no event longer than
ten days after this Warrant shall have been exercised as set forth
above.  If this Warrant shall be exercised in respect to only a part
of the Shares covered hereby, the Holder shall be entitled to receive a similar
Warrant of like tenor and date covering the number of Shares with respect to
which this Warrant shall not have been exercised.

    


    2.           Assignment of
Warrants.  In the event this Warrant is assigned in the manner
provided herein, the Company, upon request and upon surrender of this Warrant by
the Holder at the principal office of the Company accompanied by payment of all
transfer taxes, if any, payable in connection therewith, shall transfer this
Warrant on the books of the Company.  If the assignment is in whole,
the Company shall execute and deliver a new Warrant or Warrants of like tenor to
this Warrant to the appropriate assignee expressly evidencing the right to
purchase the aggregate number of Shares purchasable hereunder; and if the
assignment is in part, the Company shall execute and deliver to the appropriate
assignee a new Warrant or Warrants of like tenor expressly evidencing the right
to purchase the portion of the aggregate number of Shares as shall be
contemplated by any such agreement, and shall concurrently execute and deliver
to the Holder a new Warrant of like tenor to this Warrant evidencing the right
to purchase the remaining portion of the Shares purchasable hereunder which have
not been transferred to the assignee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.           Fully Paid
Shares.  The Company covenants and agrees that the Shares which
may be issued on the exercise of this Warrant will, on issuance pursuant to the
terms of this Warrant, be fully paid and nonassessable, free from all taxes,
liens, and charges with respect to the issue thereof, and not issued in
violation of the preemptive or similar right of any other person.  The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will have
authorized and reserved a sufficient number of Shares of Common Stock to provide
for the exercise of the rights represented by this Warrant.

    


    4.           Adjustment of Exercise Price
and Number of Shares.

    


    (a)           The
number of Shares purchasable on the exercise of this Warrant and the Exercise
Price shall be adjusted appropriately from time to time as follows:

    


    (i)           In
the event the Company shall declare a dividend or make any other distribution on
any capital stock of the Company payable in Common Stock, rights to purchase
Common Stock, or securities convertible into Common Stock or shall subdivide its
outstanding shares of Common Stock into a greater number of shares or combine
such outstanding stock into a smaller number of shares, then in each such event,
the number of Shares subject to this Warrant shall be adjusted so that the
holder shall be entitled to purchase the kind and number of Shares of Common
Stock or other securities of the Company which it would have owned or have been
entitled to receive after the happening of any of the events described above,
had such Warrant been exercised immediately prior to the happening of such event
or any record date with respect thereto; an adjustment made pursuant to this
paragraph (a) shall become effective immediately after the effective date of
such event retroactive to the record date for such event.

    


    (ii)           No
adjustment in the number of Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the number of Shares purchasable on the exercise of this Warrant; provided, however, that any
adjustments which by reason of this paragraph (c) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.

    


    (iii)          Whenever
the number of Shares purchasable on the exercise of this Warrant is adjusted, as
herein provided, the Exercise Price payable on exercise shall be adjusted by
multiplying the Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of Shares purchasable on
the exercise of this Warrant immediately prior to such adjustment and the
denominator of which shall be the number of Shares so purchasable immediately
thereafter.

    


    (iv)          Whenever
the number of Shares purchasable on the exercise of this Warrant or the Exercise
Price of such Shares are adjusted, as herein provided, the Company shall cause
to be promptly mailed by first class mail, postage prepaid, to the Holder of
this Warrant notice of such adjustment or adjustments and shall deliver a
resolution of the board of directors of the Company setting forth the number of
Shares purchasable on the exercise of this Warrant and the Exercise Price of
such Shares after such adjustment, setting forth a brief statement of the facts
requiring such adjustment, together with the computation by which such
adjustment was made.  Such resolution, in the absence of manifest
error, shall be conclusive evidence of the correctness of
adjustment.

    


    (v)           All
such adjustments shall be made by the board of directors of the Company, which
shall be binding on the Holder in the absence of demonstrable
error.

    


    (b)           No Adjustment in Certain
Cases.  No adjustments shall be made in connection
with:

    


    (i)           
the issuance of any Shares on the exercise of this Warrant;

    


    (ii)           the
conversion of shares of preferred stock;

    


     

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    (iii)          the
exercise or conversion of any rights, options, warrants, or convertible
securities containing the right to purchase or acquire Common
Stock;

    


    (iv)          the
issuance of additional Shares or other securities on account of the antidilution
provisions contained in or relating to this Warrant or any other option,
warrant, or right to acquire Common Stock;

    


    (v)           the
purchase or other acquisition by the Company of any shares of Common Stock,
evidences of its indebtedness or assets, or rights, options, warrants, or
convertible securities containing the right to subscribe for or purchase Common
Stock; or

    


    (vi)          the
sale or issuance by the Company of any shares of Common Stock, evidences of its
indebtedness or assets, or rights, options, warrants, or convertible securities
containing the right to subscribe for or purchase Common Stock or other
securities pursuant to options, warrants, or other rights to acquire Common
Stock or other securities.

    


    5.           Notice of Certain
Events.  In the event of:

    


    (a)           any
taking by the Company of a record of the holders of any class of securities of
the Company for the purpose of determining the holders thereof who are entitled
to receive any dividends or other distribution, or any right to subscribe for,
purchase, or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other rights;

    


    (b)           any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company, or any transfer of all or substantially all
of the assets of the Company to any other person, or any consolidation, share
exchange, or merger involving the Company; or

    


    (c)           any
voluntary or involuntary dissolution, liquidation, or winding up of the
Company,

    


    the
Company will mail to the Holder(s) of this Warrant, at least 20 days prior to
the earliest date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution, or
right; the amount and character of such dividend, distribution, or right; or the
date on which any such reorganization, reclassification, transfer,
consolidation, share exchange, merger, dissolution, liquidation, or winding up
of the Company will occur and the terms and conditions of such transaction or
event.

    


    6.           Limitation of
Transfer.  Subject to the restrictions set forth in paragraph 7
hereof, this Warrant is transferable at the offices of the
Company.  On such transfer, every holder hereof agrees that the
Company may deem and treat the registered Holder(s) of this Warrant as the true
and lawful owner(s) thereof for all purposes, and the Company shall not be
affected by any notice to the contrary.

    


    7.           Disposition of Warrants or
Shares.  Each registered owner of this Warrant, by acceptance
hereof, agrees for itself and any subsequent owner(s) that, before any
disposition is made of any Warrants or Shares of Common Stock, the owner(s)
shall give written notice to the Company describing briefly the manner of any
such proposed disposition.  No such disposition shall be made unless
and until:

    


    (a)           the
Company has received written assurances from the proposed transferee confirming
a factual basis for relying on exemptions from registration under applicable
federal and state securities laws for such transfer or an opinion from counsel
for the Holder(s) of the Warrants or Shares stating that no registration under
the Securities Act or applicable state statute is required with respect to such
disposition; or

    


    (b)           a
registration statement under the Securities Act has been filed by the Company
and declared effective by the Commission covering such proposed disposition and
the disposition has been registered or qualified or is exempt therefrom under
the state having jurisdiction over such disposition.

     

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    8.           Restricted Securities:
Registration of Securities.  The Holder acknowledges that this
Warrant is, and that the Shares issuable on exercise hereof will be, “restricted
securities” as that term is defined in rule 144 promulgated under the Securities
Act.  Accordingly, this Warrant must be taken for investment and held
indefinitely and may not be exercised or converted unless subsequently
registered under the Securities Act and/or comparable state securities laws or
unless an exemption from such registration is available.  Likewise,
any Shares issued on exercise of this Warrant must be taken for investment and
held indefinitely and may not be resold unless such resale is registered under
the Securities Act and/or comparable state securities laws or unless an
exemption from such registration is available.  A legend to the
foregoing effect shall be placed conspicuously on the face of all certificates
for Shares issuable on exercise of this Warrant.

    


    9.           Governing
Law.  This Warrant shall be construed under and be governed by
the laws of the state of Nevada.

    


    10.         Notices.  Any
notice, demand, request, or other communication permitted or required under this
Warrant shall be in writing and shall be deemed to have been given as of the
date so delivered, if personally served; as of the date so sent, if transmitted
by facsimile and receipt is confirmed by the facsimile operator of the
recipient; as of the date so sent, if sent by electronic mail and receipt is
acknowledged by the recipient; and one day after the date so sent, if delivered
by overnight courier service; addressed as follows:

    


    
      	
              If
      to the Holder, to:

            	
              Mandarin
      Venture Capital Inc.

            
	 
      	
              1701
      Beverly Commercial Centre

            
	 
      	
              87
      – 105 Chatham Road

            
	 
      	
              TST

            
	 
      	
              Hong
      Kong

            
	 
      	 
      
	
              If
      to the Company, to:

            	
              Revonergy
      Inc.

            
	 
      	
              Attn:  Ravi
      Daswani

            
	 
      	
              Landmark
      House

            
	 
      	
              17
      Hanover Square

            
	 
      	
              London  HS1
      1SU, UK

            


    

    


    Each
party, by notice duly given in accordance herewith, may specify a different
address for the giving of any notice hereunder.

    


    11.         Loss, Theft, Destruction, or
Mutilation.  Upon receipt by the Company of reasonable evidence
of the ownership of and the loss, theft, destruction, or mutilation of this
Warrant, the Company will execute and deliver, in lieu thereof, a new Warrant of
like tenor.

    


    12.         Taxes.  The
Company will pay all taxes in respect of the issue of this Warrant or the Shares
issuable upon exercise thereof.

    


    DATED this 26th day of March,
2010.

    


    
      	 
      	 
      	
              REVONERGY
      INC.

            
	
              ATTEST:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Kenneth G.C. Telford

            	
              By:

            	
              /s/
      Ravi K. Daswani

            
	 
      	
              Kenneth
      G.C. Telford, Secretary

            	 
      	
              Ravi
      K. Daswani, President

            


    

    


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    Form
of Assignment

    (to
be signed only upon assignment of Warrant)

    


    


    


    


    TO:           REVONERGY
INC.

    


    


    


    


    ASSIGNMENT

    


    


    FOR VALUE RECEIVED, __________________
does hereby sell, assign, and transfer unto _____________________ the right to
purchase _____ Shares of Common Stock, par value $0.001 per share, of REVONERGY
INC., (the “Company”), and does
hereby irrevocably constitute and appoint ___________________ attorney to
transfer such right on the books of the Company with full power of substitution
in the premises.

    


    


    DATED this ___ day of ____________,
20__.

    


    


    


    Signature:                                                                

    


    


    


    


    


    *   *   *   *   *   *

    


    


    


    


    NOTICE:  The
signature to the form of assignment must correspond with the name as written
upon the face of the attached Warrant in every particular without alteration or
enlargement or any change whatsoever.

     

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    Form
of Purchase

    (to
be signed only upon exercise of Warrant)

    


    


    TO:           REVONERGY
INC.

    


    


    


    


    The undersigned, the owner of the
attached Warrant, hereby irrevocable elects to exercise the purchase rights
represented by the Warrant for, and to purchase thereunder, ________ shares of
Common Stock of REVONERGY INC.,  and herewith makes payment of $______
therefor.  Please issue the shares of Common Stock as to which this
Warrant is exercised in accordance with the instructions set forth below and, if
the Warrant is being exercised with respect to less than all of the Shares to
which it pertains, prepare and deliver a new Warrant of like tenor for the
balance of the Shares purchasable under the attached Warrant.

    


    DATED this ____ day of ____________,
20___.

    


    


    


    Signature:                                                                

    


    


    


    


    INSTRUCTIONS
FOR REGISTRATION OF STOCK

    


    


    Name:                                                                           

    (Please Type or Print)

    


    Address:                                                                           

    


    


    


    *   *   *   *   *   *

    


    NOTICE:  The
signature to the form of purchase must correspond with the name as written upon
the face of the attached Warrant in every particular without alteration or
enlargement or any change whatsoever.

     

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