Unassociated Document


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE "ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS (THE
      "LAWS") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER THE ACT OR QUALIFICATION UNDER THE LAWS UNLESS AN OPINION
      OF
      COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
      IS OBTAINED THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION
      IS IN
      COMPLIANCE WITH THE ACT AND THE LAWS.

    


    WARRANT
      DATE:   December 28,
      2007                                                    
VOID AFTER December 28, 2010

    


    SHARES
      ISSUABLE UPON EXERCISE ("SHARES"): 40,000 shares of Common Stock

    


    CONCENTRIC
      ENERGY CORP.

    


    COMMON
      STOCK WARRANT

    


    THIS
      CERTIFIES THAT, for good and valuable consideration, receipt of which is hereby
      acknowledged, Thomas Fudge ("Holder"), is entitled to subscribe for and purchase
      from CONCENTRIC ENERGY CORP., a Nevada corporation (the "Company"), that number
      of shares of the Company's Common Stock set forth in the heading above, as
      such
      number may be adjusted pursuant to Section 5 hereof (the "Shares"). The exercise
      price per share (“Warrant Price”) and conditions on exercisability shall be as
      set forth herein. 

    


    Upon
      delivery of this Common Stock Warrant (the "Warrant") together with payment
      of
      the Warrant Price and an executed and fully completed Warrant Subscription
      Form
      in the form of Exhibit A attached hereto at the principal office of the Company
      at the time of exercise, the Holder will be entitled to receive a certificate
      or
      certificates for the Shares so purchased. The Shares that may be issued upon
      the
      exercise of this Warrant upon issuance will be duly and validly issued, fully
      paid and nonassessable and free from all taxes, liens, encumbrances and charges
      with respect thereto.

    


    This
      Warrant is subject in all respects to the following terms and
      conditions:

    


    1. Exercise
      of Warrant.
      (a)
      This Warrant may be exercised upon occurrence of the vesting events set forth
      Section 1(b) hereof, in an amount relating to not less than ten percent (10%)
      of
      the then vested Shares. This Warrant may not be exercised as to a fractional
      Share. In case of any partial exercise of this Warrant in accordance with this
      Section, the Company will execute and deliver to the Holder of this Warrant
      a
      new Warrant of like tenor and date for the balance of the Shares purchasable
      hereunder.

    


    (b) Exercise
      of this Warrant to purchase shares shall be subject to the following vesting
      events: (i) 20,000 shares shall be exercisable at a price of $7.00 per Share
      only if the Company has completed, after the date hereof, a private placement
      of
      its equity securities or other financing with gross proceeds of at least $2.0
      million and (ii) 20,000 shares shall be exercisable at a price of $12.00 per
      share only if the Company has completed either (1) any private financing with
      a
      private placement price of $12.00 or more per share or (2) any public offering
      where the trading price per share is $12.00 or more with gross cash proceeds
      an
      initial public offering of its equity securities with gross proceeds of more
      than $5 million 


    
      
        
        

      

      
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    2. Exercise
      Period; Termination.
      This
      Warrant expires at 5 p.m., Eastern Standard Time, on December 28, 2010
      ("Termination Date"), and any purchase right which has not been exercised prior
      to that date and time shall terminate automatically. The right to purchase
      shares hereunder shall extend from the time the Warrant is issued to the
      Termination Date. The Company shall have no obligation to Holder with respect
      to
      any unexercised purchase right. 

    


    3. No
      Transfer of Warrant; Additional Conditions.
      (a)
      This Warrant and all rights hereunder are not transferable by the Holder.


    


    (b) Prior
      to
      the earlier of the Company conducting an initial public offering of its shares,
      or December 28, 2010 (the “Company Rights Termination Date”), any shares
      acquired upon exercise of this Warrant shall be subject to repurchase at the
      Warrant Price by the Company in the event that Holder is in breach of the
      Severance and Consulting Agreement by and between the Company and Holder. With
      respect to any Shares acquired prior to the Company Rights Termination Date,
      Holder shall grant an irrevocable proxy to the Board of Directors of the Company
      to vote the Restricted Shares on his behalf. The proxy granted hereby shall
      terminate on the Company Rights Termination Date. Prior to the Company Rights
      Termination Date, Holder shall notify Company if any Shares purchased upon
      exercise of this Warrant are offered for sale to any third party, and the Holder
      shall provide the Company the right of first refusal, exercisable for 15 days
      after Company’s receipt of such notice, to acquire all or any portion of the
      Shares at the same price and terms as offered to such third party.

    


    4. Condition
      of Transfer of Shares or Exercise of Warrant.
      The
      Shares purchased pursuant to this Warrant may not be transferred, and the
      Warrant may not be exercised, in whole or in part, unless the Company has
      received, at the time of such transfer or exercise, a legal opinion of counsel
      to Holder, in form and substance satisfactory to the Company and its counsel,
      reciting the pertinent circumstances surrounding the proposed transfer or
      exercise and stating that such transfer or exercise is exempt from the
      prospectus and the registration requirements of the Securities Act of 1933,
      as
      amended (the "Act") and the qualification requirements of the applicable state
      securities laws (the "Laws"). Each certificate evidencing the Shares issued
      upon
      exercise of this Warrant shall contain a legend, in form and substance
      satisfactory to the Company and its counsel, limiting the transfer of the Shares
      to sales or to other dispositions exempt from the registration requirements
      of
      the Act and the qualification requirements of the Laws.

    


    5. Stock
      Splits and Other Adjustments.
      If at
      any time this Warrant is outstanding and unexercised there is any stock split
      (including a split in the form of a share dividend) or reverse stock split
      of
      the Common Stock, the number of Shares purchasable hereunder and the Warrant
      Price per Share shall be proportionately adjusted. In the event of any
      reclassification of the Common Stock or merger or reorganization of the Company
      at any time this Warrant is outstanding and unexercised, Holder shall, upon
      exercise of this Warrant, not be permitted to receive Shares, but shall receive
      securities equivalent to the securities such Holder would have received in
      exchange for such Shares at the time of such reclassification, merger or
      reorganization. 

    


    6. Representations
      and Warranties as to Acquisition of the Warrant and the Shares.
      (a) The
      Holder represents and warrants that the Warrant is acquired for investment
      and
      not with a view to the sale or other distribution thereof within the meaning
      of
      the Act, and the Holder has no present intention of selling or otherwise
      disposing of the Warrants or the Shares. The Holder has acquired the Warrant
      for
      its own account and no one else has any beneficial ownership in the Warrant
      or
      the Shares.

    


    (b) The
      Holder has been advised that the Shares are not presently registered with the
      Securities and Exchange Commission (the “SEC”) or qualified under applicable
      state securities laws and accordingly may not be offered, sold or otherwise
      transferred unless registered pursuant to the Act or qualified under applicable
      state securities laws unless an opinion of counsel, in form and substance
      satisfactory to the Company, is obtained that an exemption from registration
      or
      qualification is available


    
      
        
        

      

      
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    (c) The
      Holder represents and warrants that (1) it is an accredited investor within
      the
      meaning of Regulation D promulgated under the Act; or (2) by reason of its
      business or financial experience, or the business or financial experience of
      a
      professional advisor, if any, it has the capacity to protect its own interests
      in connection with this transaction; or (3) it has a preexisting personal or
      business relationship with the Company or any of its officers, directors or
      controlling persons which is such that the Holder is able to make an informed
      evaluation of this investment and protect its interests in connection with
      this
      investment, and that Holder has received information from the Company it finds
      sufficient to make such decision.

    


    7.
       Registration.
      (a) If
      the Company is eligible, following an initial public offering, the Company
      shall
      use its best efforts to file a registration statement on Form S-3 (or any
      successor form to Form S-3) for a public offering of the Shares; provided,
      however, that this provision shall apply only to the extent that such
      registration rights shall have been extended to the other shareholders of the
      Company. All expenses incurred by the Company in connection with such
      registration, including, without limitation, all registration and filing fees,
      printing expenses, fees and disbursements of counsel for the Company, and blue
      sky fees and expenses incurred in connection with such a registration, shall
      be
      borne by the Company, but Company shall not pay any underwriting discounts
      and
      selling commissions applicable to the sale of Shares or any fees and
      disbursements of counsel for Holder. 

    


    (b)
      In
      connection with such registration, the Company shall furnish to the Holder
      such
      numbers of copies of a prospectus in conformity with the requirements of the
      Act, and such other documents as it may reasonably request in order to
      facilitate the disposition of Shares owned by it, and shall use its best efforts
      to register and qualify the securities covered by such registration statement
      under such other securities or blue sky laws of such jurisdictions as shall
      be
      reasonably appropriate for the distribution of the securities covered by the
      registration statement; provided that
      the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify to do business or to file a general consent to service of process
      in
      any such states or jurisdictions, and further provided
      that
      (anything in this Warrant to the contrary notwithstanding with respect to the
      bearing of expenses) if any jurisdiction in which the securities are qualified
      shall require that expenses incurred in connection with the qualification of
      the
      securities in that jurisdiction be borne by selling shareholders, then such
      expenses shall be payable by selling shareholders on a pro rata basis to the
      extent required by such jurisdiction.

    


    (c)
      The
      obligations of the Company to take any action pursuant to this Section 7 are
      subject to the condition that the Holder shall furnish to the Company such
      information regarding the Holder, the Shares held by it and the intended method
      of disposition of such securities as the Company shall reasonably request and
      as
      shall be required in connection with any action to be taken by the
      Company.

    


    (d)
      With
      respect to any Shares are included in a registration statement under this
      Section 7: 

    


    (1) the
      Company will indemnify and hold harmless, to the extent permitted by law, each
      Holder (including any person who controls such Holder or underwriter within
      the
      meaning of the Act) requesting or joining in any registration or underwriting
      (as defined in the Act) against any losses, claims, damages or liabilities,
      joint or several, to which they may become subject under the Act or otherwise,
      to the extent that such losses, claims, damages or liabilities (or actions
      with
      respect thereto) arise out of or are based on any untrue or alleged untrue
      statements of any material fact contained in such registration statement,
      including any preliminary prospectus or final prospectus contained therein
      or
      any amendments or supplements thereto, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      or
      arise out of any violation by the Company of any rule or regulation promulgated
      under the Act applicable to the Company and relating to action or inaction
      required of the Company in connection with any such registration; and the
      Company will reimburse each such Holder, underwriter or controlling person
      for
      any legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided,
      however,
      that
      the indemnification contained in this Section 7(d)(1) shall not apply to amounts
      paid in settlement of any such loss, claim, damage, liability or action if
      such
      settlement is effected without the consent of the Company (which consent shall
      not be unreasonably withheld), nor shall the Company be liable for any such
      loss, claim, damage, liability or action to the extent that it arises out of
      or
      is based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in connection with such registration statement,
      preliminary prospectus, final prospectus or amendments or supplements thereto,
      in reliance upon and in conformity with written information furnished expressly
      for use in connection with such registration by any such Holder, underwriter
      or
      controlling person;


    
      
        
        

      

      
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    (2) each
      Holder requesting or joining in a registration will indemnify and hold harmless,
      to the extent permitted by law, the Company, each of its directors, each of
      its
      officers who have signed the registration statement, each person, if any, who
      controls the Company within the meaning of the Act, and each agent or
      underwriter for the Company (within the meaning of the Act) against any losses,
      claims, damages or liabilities to which the Company or any such director,
      officer, controlling person, agent or underwriter may become subject under
      the
      Act or otherwise, to the extent that such losses, claims, damages or liabilities
      (or actions with respect thereto) arise out of or are based upon any untrue
      or
      alleged untrue statements of any material fact contained in such registration
      statement, including any preliminary prospectus or final prospectus contained
      therein or any amendments or supplements thereto, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      in each case to the extent, but only to the extent, that such untrue or alleged
      untrue statement or omission or alleged omission was made in such registration
      statement, preliminary or final prospectus, or amendments or supplements
      thereto, in reliance upon and in conformity with written information furnished
      by such Holder expressly for use in connection with such registration; and
      each
      such Holder will reimburse any legal or other expenses reasonably incurred
      by
      the Company or any such director, officer, controlling person, agent or
      underwriter in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided,
      however,
      that
      the indemnification contained in this Section 7(d)(2) for each Holder shall not
      apply to amounts paid in settlement of any such loss, claim, damage, liability
      or action if such settlement is effected without the consent of such Holder
      (which consent shall not be unreasonably withheld and shall not exceed the
      amount of any proceeds received by that Holder from the sale of its Registrable
      Securities); and

    


    (3) promptly
      after receipt by an indemnified party under this Section 7(d) of notice of
      the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against any indemnifying party under this Section 7(d),
      notify the indemnifying party in writing of the commencement thereof and the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, join with any other indemnifying party to
      assume the defense thereof with counsel mutually satisfactory to the parties;
      provided that
      the
      failure to notify an indemnifying party promptly of the commencement of any
      such
      action, if prejudicial to his ability to defend such action, shall relieve
      such
      indemnifying party of any liability to the indemnified party under this Section
      7(d) but the omission so to notify the indemnifying party will not relieve
      him
      of any liability that he may have to any indemnified party other than under
      this
      Section 7(d).

    


    (e) In
      the
      event the Company is not eligible for any reason to use Form S-3 to register
      the
      Shares offered hereunder, the Company shall undertake such other registration,
      or determine the availability of a legally available exemption from
      registration, as may be necessary to comply with the Act, at the time Holder
      exercises the Warrant with respect to any vested Shares. 

    


    8. Miscellaneous.

    


    (a)
      The
      terms of this Warrant will be binding upon and will inure to the benefit of
      the
      successors, assigns, heirs, executors and administrators of the Company and
      of
      the Holder hereof and the holder(s) of the Common Stock issued or issuable
      upon
      the exercise hereof. This Warrant may be amended only by a writing signed by
      the
      Company and the Holder hereof.


    
      
        
        

      

      
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    (b)
      No
      Holder of this Warrant, as such, will be entitled to vote or receive dividends
      or be deemed to be a shareholder of the Company for any purpose, nor will
      anything contained in this Warrant be construed to confer upon the Holder of
      this Warrant, as such, any rights of a shareholder of the Company or any right
      to vote, give or withhold consent to any corporate action, receive notice of
      meetings, receive dividends or subscription rights, or otherwise.

    


    (c)
      Receipt of this Warrant by the Holder hereof will constitute acceptance of
      and
      agreement to the terms and conditions of this Warrant by Holder.

    


    (d)
      This
      Warrant is delivered in the State of California and shall be construed, enforced
      and governed by the laws of the State of California applicable to transactions
      entered into in such State, without giving effect to principles of conflict
      of
      laws. This Warrant constitutes the entire agreement between the parties hereto
      pertaining to the specific subject matter hereof and thereof, and supersede
      all
      other agreements, understandings, negotiations and discussions between them
      relating to the subject matter hereof and thereof. No amendment or waiver of
      the
      terms of this Warrant shall be permitted except in a writing signed by the
      party
      against whom enforcement of such amendment or waiver is sought.

    


    (e)
      Any
      notice herein required or permitted to be given will be in writing and may
      be
      personally served or sent by courier or delivery service, and will be deemed
      to
      be given upon delivery in person or, if mailed, upon the earlier of receipt
      or
      five days after mailing. For the purposes hereof, the address of the Company
      will be as set forth on the signature page hereof and the address of the Holder
      hereof will be as set forth on the books of the Company, or at such other
      address as any permitted Holder may specify by written notice to the
      Company.

    


    (f)
      Upon
      receipt of evidence reasonably satisfactory to the Company of the ownership
      of
      and the loss, theft, destruction or mutilation of this Warrant and (in the
      case
      of loss, theft or destruction) upon delivery of an indemnity agreement
      reasonably satisfactory to the Company or (in the case of mutilation) upon
      surrender and cancellation of the mutilated Warrant, the Company will execute
      and deliver, in lieu thereof, a new Warrant of like tenor and date.

    


    (g)
      The
      descriptive headings herein have been inserted for convenience only and will
      not
      be deemed to limit or otherwise affect the construction of any provision
      hereof.

     

    IN
      WITNESS WHEREOF, the parties have caused this Warrant to be signed by its duly
      authorized officer as of the date first written above.

    


    
      	
              CONCENTRIC
                ENERGY CORP.

            
	 	 
	
              By:
                

            	
              /s/
                Lynn Oates

            
	 	
              Lynn
                Oates, President

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    SUBSCRIPTION
      FORM

     

    
      	
              To:

            	
              CONCENTRIC
                ENERGY CORP.

            
	 	
              Attn:
                Lynn Oates

            
	 	
              3550
                Sabin Brown Road, Suite 3

            
	 	
              Wickenburg,
                AZ 85390

            
	 	
              ph
                (928) 684-2717

            
	 	
              fax
                (928) 684-2510

            


    

    


    The
      undersigned, the holder of the attached warrant, hereby irrevocably elects
      to
      exercise the purchase right represented by that warrant for, and to purchase
      under that warrant, __________ Common Stock of CONCENTRIC ENERGY CORP., and
      herewith makes payment of ___________________________________ ($______) for
      those shares, and requests that the certificates for those shares be issued
      in
      the name of ________________________, and delivered to
      ___________________________, whose address is __________

    ____________________________________.

    


    Dated: ______________________,
      ______.

    


    
      	 
	 
	 
	 
	 


    

     

    
      
        
        

      

      
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