Exhibit 4.1


 


THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT AND ANY STATE SECURITIES LAWS WHICH MAY BE APPLICABLE. THE
COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE IT EFFECTS ANY TRANSFER
ON ITS BOOKS AND RECORDS OF THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF.


 


WARRANT TO PURCHASE


SHARES OF COMMON STOCK


OF


AMERICAN DG ENERGY INC.


 


Key Terms/Definitions:


 


	
  “Company”:

  	
   

  	
  American DG Energy Inc., a Delaware corporation

  
	
  “Holder”:

  	
   

  	
  Daniel Barnett

  
	
  “Common Stock”:

  	
   

  	
  Common Stock, $.001 par value per share of the
  Company

  
	
  Number of shares of Common Stock issuable on
  exercise of Warrant (subject to adjustment):

  	
   

  	
  50,000 shares

  
	
  Price paid to purchase Warrant:

  	
   

  	
  $10,500

  
	
  “Exercise Price” per share of Common Stock (subject
  to adjustment):

  	
   

  	
  $3.00

  
	
  “Expiration Date”:

  	
   

  	
  February 24, 2012

  



 


THIS IS TO CERTIFY that, for value received and subject to the
provisions hereinafter set forth, that the Holder, or permitted assigns, is
entitled to purchase from the Company at any time on or after the date hereof
and on or before the Expiration Date the number of shares of Common Stock set
forth in the table above, subject to the terms, provisions and conditions
hereinafter set forth, at the Exercise Price per share.


 


The Company shall give the Holder written notice of the pendency of the
Expiration Date at least 10 days, but not more than 60 days, prior to the
Expiration Date. If the Company fails to serve the Expiration Notice upon the
Holder within the required time period, the Expiration Date shall be deemed to
have been extended and this Warrant shall continue to be exercisable by the
Holder until 10 days after the Company delivers a delinquent Expiration Notice
to the Holder referencing the new, extended Expiration Date.


 


Tender of the price paid to purchase this Warrant shall be made by
delivery of a personal or bank check payable to the Company or by wire transfer
to the Company’s designated bank account, together with one executed copy of
this Warrant.


 


SECTION 1.           EXERCISE
OF WARRANT


 


This Warrant may be exercised in whole or in part at any time by the
surrender of this Warrant (with the subscription form at the end hereof duly
completed and executed) at the principal office of the Company and upon payment
to the Company of the aggregate Exercise Price for the shares being
purchased.  Any such payment shall 


 

















 


be
by check payable to the order of the Company. 
Notwithstanding any other provision hereof, if an exercise of any
portion of this Warrant is to be made in connection with a public offering or
sale of the Company, the exercise of any portion of this Warrant may, at the
election of the Holder, be conditioned upon the consummation of the public
offering or sale of the Company, in which case such exercise shall not be
deemed to be effective concurrently with the consummation of such transaction.


 


If this Warrant is exercised in respect of less than all of the shares
of Common Stock at the time purchasable hereunder, the Holder shall be entitled
to receive a new Warrant of like tenor to this Warrant covering the number of
shares in respect of which this Warrant shall not have been exercised.


 


The Common Stock issuable upon the exercise of this Warrant shall be
deemed to have been issued to the Holder at the time of such exercise, and the
Holder shall be deemed for all purposes to have become the record holder of the
Common Stock at such time.  Certificates
for shares of the Common Stock purchased upon exercise or partial exercise of
this Warrant shall be delivered by the Company to Holder within five business
days after the date of exercise.


 


This Warrant and all rights and options hereunder shall expire on the
Expiration Date (as the same may be modified as provided herein), and shall be
wholly null and void to the extent this Warrant is not exercised before it
expires.


 


SECTION 2.                   RESERVATION


 


The Company will at all times prior to the Expiration Date reserve and
keep available such number of authorized shares of its Common Stock solely for
the purpose of issuance upon the exercise of the rights represented by this
Warrant as herein provided for, as may at any time be issuable upon the
exercise of this Warrant.


 


SECTION 3.                   STOCK
DIVIDENDS, ETC.


 


The per share Exercise Price and the number of shares deliverable
hereunder shall be adjusted as hereinafter set forth:


 


Section 3.1. Stock Dividends, Subdivisions and Combinations.  In case after the date hereof the Company
shall:


 


(a)           take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend payable in, or other distribution
of, Common Stock, or


 


(b)           subdivide its outstanding shares of Common Stock into a
larger number of shares of Common Stock, or


 


(c)           combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,


 


then the per share Exercise Price shall be adjusted, for the purpose of
preserving the economic value of this Warrant, to the price determined by
multiplying the per share Exercise Price in effect immediately prior to such
subdivision or combination or the taking of a record of holders in respect of
such payment or distribution, as the case may be (each, a “Triggering Event”)
by a fraction (i) the numerator of which shall be the total number of
outstanding shares of Common Stock of the Company immediately prior to such Triggering
Event, and (ii) the denominator of which shall be the total number of
outstanding shares of Common Stock of the Company immediately after such
Triggering Event.


 


Section 3.2.            Adjustment of Number of Shares
Purchasable.  Upon each adjustment of
the per share Exercise Price, the number of shares of Common Stock subsequently
purchasable hereunder shall be an amount 


 


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equal
to the quotient derived by dividing the aggregate Exercise Price in effect immediately
before such adjustment by the per share Exercise Price in effect immediately
following such adjustment or readjustment.


 


Section 3.3.            Notice of Adjustments.  Whenever the per share Exercise Price or
number of shares deliverable upon exercise of this Warrant shall be adjusted
pursuant to this Section 3, the Company shall promptly prepare a
certificate signed by the President or a Vice President and by the Treasurer or
an Assistant Treasurer of the Company setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated (including a description of the basis on
which the Board of Directors of the Company made any determination hereunder),
and shall promptly cause copies of such certificate to be mailed (by first
class mail, postage prepaid) to the Holder.


 


SECTION 4.                   MERGERS,
CONSOLIDATIONS, SALES


 


In
the case of any consolidation or merger of the Company with another entity
(regardless of whether the Company is the surviving entity), or the sale of all
or substantially all of its assets to another entity, or any reorganization or
reclassification of the Common Stock or other equity securities of the Company,
then, as a condition of such consolidation, merger, sale, reorganization or
reclassification, lawful and adequate provision shall be made whereby the
Holder shall thereafter have the right to receive upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore purchasable hereunder, such shares of stock, securities
or assets (including, without limitation, cash), if any, as may (by virtue of
such consolidation, merger, sale, reorganization or reclassification) be issued
or payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore so purchasable hereunder had such consolidation, merger, sale,
reorganization or reclassification not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests
of the Holder to the end that the provisions hereof shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon exercise of this Warrant.  The Company shall not effect any such
consolidation, merger or sale unless (a) the Company provides the holder
hereof with not less than 10 days prior written notice of such consolidation,
merger or sale (provided that the failure to give such notice shall not affect
the validity of such corporate event), and (b) prior to the consummation
thereof, the successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets assumes, by
written instrument, the obligation to deliver to each such holder such shares
of stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to acquire.


 


SECTION 5.                   DISSOLUTION
OR LIQUIDATION


 


If
the Company declares or pays a dividend upon the Common Stock payable otherwise
than in cash out of earnings or earned surplus (determined in accordance with
generally accepted accounting principles, consistently applied) except for a stock
dividend payable in shares of Common Stock (a “Liquidating Dividend”),
then the Company shall pay to the Holder at the time of payment thereof the
Liquidating Dividend which would have been paid to such holder on the Common
Stock had this Warrant been fully exercised immediately prior to the date on
which a record is taken for such Liquidating Dividend, or, if no record is
taken, the date as of which the record holders of Common Stock entitled to such
dividends are to be determined.


 


SECTION 6.                   NOTICE
OF DIVIDENDS; PAYMENTS


 


If
the Board of Directors of the Company shall declare any dividend or other
distribution on any class of its Common Stock except by way of a stock dividend
payable in Common Stock on its Common Stock, the Company shall mail notice thereof
to the Holder not less than 10 days prior to the record date fixed for
determining shareholders entitled to participate in such dividend or other
distribution, and the Holder shall be entitled to receive, as a consent fee,
cash or other property from the Company in an amount and of the same type (cash
or property) equal to that which the holder would have been entitled to receive
if the unexercised portion hereof had been exercised as of the record date of
such dividend or distribution.


 


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SECTION 7.                   NO
FRACTIONAL SHARES


 


No
fractional shares shall be issued upon the exercise of this Warrant under any
circumstances.


 


SECTION 8.                   FULLY
PAID STOCK


 


The
Company covenants and agrees to take all such actions necessary to ensure that
the shares of stock represented by each and every certificate for its Common
Stock to be delivered on the exercise of the purchase rights herein provided
for shall, at the time of such delivery, be validly issued and outstanding and
be fully paid and nonassessable.  In
addition, the Company shall take all such actions as may be necessary to ensure
that all such shares of Common Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any trading
market or securities exchange upon which shares of Common Stock may be listed.


 


SECTION 9.                   CLOSING
OF TRANSFER BOOKS


 


The
right to exercise this Warrant shall not be suspended during any period that
the stock transfer books of the Company for its Common Stock may be
closed.  The Company shall not be
required, however, to deliver certificates of its Common Stock upon such
exercise while such books are duly closed for any purpose, but the Company may
postpone the delivery of the certificates for the Common Stock until the
opening of such books, and they shall, in such case, be delivered forthwith
upon the opening thereof, or as soon as practicable thereafter.


 


SECTION 10.                 RESTRICTIONS ON TRANSFERABILITY
OF WARRANTS AND SHARES; COMPLIANCE WITH LAWS


 


Notwithstanding
anything contained in this Warrant to the contrary, the terms and provisions of
this Section 10 of this Warrant remain in full force and effect at all
times and shall survive the Expiration Date.


 


Section 10.1.          In General.  This Warrant and the shares of Common Stock
issued upon the exercise hereof shall not be transferable except upon the
conditions hereinafter referred to, which conditions are intended to ensure
compliance with the provisions of the Securities Act of 1933, as amended (or
any similar Federal statute at the time in effect) (the “Securities Act”),
and any applicable state securities laws in respect of the transfer of this
Warrant or any such shares.  Any attempt
to transfer such Warrant or such shares except in accordance with the terms
hereof shall, to the extent legally enforceable, be void.


 


Section 10.2.          Restrictive Legends.  Each Warrant and each certificate for shares
of Common Stock issued upon the exercise of any Warrant shall bear a customary
restrictive legend relating to securities laws compliance until counsel for the
Company determines that such legend is no longer legally required.  This Warrant and any shares of Common Stock
issuable upon exercise hereof may be transferred only in accordance with the
provisions of such legend, including the legend set forth on the first page hereof.


 


Section 10.3.          Accredited Investor.  The initial Holder of this Warrant represents
that he is an “accredited investor” as defined in the rules and
regulations under the Securities Act.


 


SECTION 11.                 PARTIAL
EXERCISE AND PARTIAL ASSIGNMENT


 


If
this Warrant is exercised in part only, the holder hereof shall be entitled to
receive a new Warrant covering the number of shares in respect of which this
Warrant shall not have been exercised as provided in Section 1.  If this Warrant is partially assigned, this
Warrant shall be surrendered at the principal office of the Company (with the
partial assignment form at the end hereof duly executed), and thereupon a new
Warrant shall be issued to the Holder covering the number of shares not
assigned and setting forth the proportionate aggregate Exercise Price
applicable to such shares not assigned. 
The assignee of such partial assignment of this Warrant shall also be
entitled to receive a new Warrant of like tenor to this Warrant covering the
number of shares so assigned and setting forth the proportionate aggregate
Exercise Price applicable to such assigned shares. If this 


 


4

















 


Warrant
is assigned in full, this Warrant shall be surrendered at the principal office
of the Company (with the full assignment form at the end hereof duly executed),
and thereupon a new Warrant of like tenor to this Warrant shall be issued to
the assignee covering the number of shares of Common Stock then issuable upon
exercise of this Warrant.


 


SECTION 12.                 WARRANT
DENOMINATIONS


 


Warrants
are issuable or transferable in the denomination of 1,000 shares or any
integral multiple thereof (as nearly as may be practicable and subject to
required adjustments hereunder), and the Warrants of each denomination are
interchangeable upon surrender thereof at the office of the Company for
Warrants of other denominations, but aggregating the same number of shares as
the Warrants so surrendered.  All
Warrants will be dated the same date as this Warrant.


 


SECTION 13.                 LOST,
STOLEN WARRANTS, ETC.


 


In
case this Warrant shall be mutilated, lost, stolen or destroyed, the Company
may issue a new Warrant of like date, tenor and denomination and deliver the
same in exchange and substitution for and upon surrender and cancellation of
the mutilated Warrant, or in lieu of the Warrant lost, stolen or destroyed,
upon receipt of evidence satisfactory to the Company of the loss, theft or
destruction of such Warrant, and upon receipt of indemnity satisfactory to the
Company. All warrants hereafter issued in exchange or substitution for this
Warrant shall be substantially in the form hereof.


 


SECTION 14.                 WARRANT HOLDER RIGHTS


 


This
Warrant does not confer upon the holder hereof any right to vote or to consent
or to receive notice as a shareholder of the Company, as such, in respect of
any matters whatsoever, or any other rights or liabilities as a shareholder,
prior to the exercise hereof as hereinbefore provided.


 


SECTION 15.                 SEVERABILITY


 


Should
any part of this Warrant for any reason be declared invalid, such decision
shall not affect the validity of any remaining portion, which remaining portion
shall remain in force and effect as if this Warrant had been executed with the
invalid portion thereof eliminated, and it is hereby declared the intention of
the parties hereto that they would have executed and accepted the remaining
portion of this Warrant without including therein any such part, parts or
portion which may, for any reason, be hereafter declared invalid.


 


SECTION 16.                 GOVERNING
LAW


 


This
Warrant shall be governed by the laws of the State of Delaware.


 


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


 


[The balance of
this page has been intentionally left blank.]


 


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  Dated:
  February 24, 2009

  
	
   

  	
   

  
	
   

  	
  AMERICAN
  DG ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John N. Hatsopoulos 

  
	
   

  	
  John
  N. Hatsopoulos

  
	
   

  	
  Chief
  Executive Officer

  



 


 


The initial Warrant Holder hereby
confirms


the representations and covenants
contained


in Section 10:


 


 


	
  /s/ Daniel Barnett

  	
   

  
	
  Daniel Barnett

  	
   

  



 


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SUBSCRIPTION


 


AMERICAN DG ENERGY INC.


 


The
undersigned,                                                        ,
pursuant to the provisions of the within Warrant, hereby elects to exercise
said Warrant for
                      
shares of Common Stock of American DG Energy Inc. covered by the within
Warrant.


 


	
   

  	
  Printed
  Name of Holder:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title
  (if signing on behalf of the Holder):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
						



 


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FULL ASSIGNMENT


 


FOR
VALUE
RECEIVED,                                            
hereby sells, assigns and transfers
unto                                           the
within Warrant and all rights evidenced thereby and does irrevocably constitute
and appoint                                                   ,
attorney, to transfer the said Warrant on the books of the within-named
Company.


 


 


	
   

  	
   

  
	
   

  	
  Assignor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  



 


PARTIAL ASSIGNMENT


 


FOR
VALUE RECEIVED
                                                  
hereby sells, assigns and transfers unto that portion of the within Warrant and
the rights evidenced thereby which will on the date hereof entitle the holder
to purchase shares of Common Stock of American DG Energy Inc. and irrevocably
constitutes and appoints attorney, to transfer that part of the said Warrant on
the books of the within-named Company.


 


 


	
   

  	
   

  
	
   

  	
  Assignor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated

  	
   

  



 


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