yoo_8k-ex1002.htm


    EXHIBIT
10.2


    WARRANT

     

    
      	NO. IXE-001	
              IX ENERGY HOLDINGS,
      INC.

            	
              ______Shares

            


    

     

    WARRANT TO PURCHASE COMMON
STOCK

     

    VOID
AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE

     

     

    THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.

     

    FOR VALUE
RECEIVED, IX ENERGY HOLDINGS, INC., a Delaware corporation (the "Company"), hereby agrees
to sell upon the terms and on the conditions hereinafter set forth, but no later
than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined)
to_________ or registered assigns (the "Holder"), under the
terms as hereinafter set forth,_____(_______) fully paid and non-assessable
shares of the Company's Common Stock, par value $0.001 per share (the "Warrant Stock"), at a
purchase price of FIFTY CENTS ($0.50) per share (the "Warrant Price"), pursuant to
this warrant (this "Warrant"). The number
of shares of Warrant Stock to be so issued and the Warrant Price are subject to
adjustment in certain events as hereinafter set forth. The term "Common Stock" shall mean,
when used herein, unless the context otherwise requires, the stock and other
securities and property at the time receivable upon the exercise of this
Warrant.

     

    1.    Exercise of
Warrant.

     

    a.    The
Holder may exercise this Warrant according to its terms by surrendering this
Warrant to the Company at the address set forth in Section 9, the Notice of
Exercise attached hereto having then been duly executed by the Holder,
accompanied by cash, certified check or bank draft in payment of the purchase
price, in lawful money of the United States of America, for the number of shares
of the Warrant Stock specified in the Notice of Exercise, or as otherwise
provided in this Warrant, prior to 5:30 p.m., Eastern Time, on
_____________________,2011 (the "Expiration
Date").

     

    b.    Notwithstanding
anything contained herein to the contrary, if at any time after twelve (12)
months from the date of issuance of this Warrant there is no effective
registration statement registering, or no current prospectus available for, the
resale of all of the shares of Warrant Stock issuable hereunder, then the Holder
may, in its sole discretion, exercise this Warrant in whole or in part by means
of a "cashless exercise" in lieu of making a cash payment, and the Holder shall
then be entitled to receive a certificate for the number of shares of Warrant
Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:

     

    
      	
              (A)

            	
              =
      VWAP (as defined below) on the business day immediately preceding the date
      of such election;

            


    

     

    
      	
              (B)

            	
              =
      the Warrant Price of this Warrant, as adjusted;
  and

            


    

     

    
      
        	
                (X)

              	
                =
      the number of shares of Warrant Stock issuable upon exercise of this
      Warrant in accordance with the terms of this Warrant by means of a cash
      exercise rather than a cashless
exercise.

              


      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    For
purposes of this Warrant, "VWAP" means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market (as defined
below), the daily volume weighted average price of the Common Stock for the ten
(10) trading days prior to such date (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by
Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time to 4:02
p.m. New York City time); (b) if the OTC Bulletin Board is not a Trading Market,
the volume weighted average price of the Common Stock for the ten (10) trading
days prior to such date (or the nearest preceding date) on the OTC Bulletin
Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
Board and if prices for the Common Stock are then reported in the "Pink Sheets"
published by Pink Sheets, LLC (or a similar organization or agency succeeding to
its functions of reporting prices), the average bid price per share of the
Common Stock so reported for the twenty (20) trading days prior to such date; or
(d) in all other cases, the fair market value of a share of Common Stock as
determined in good faith by the Company's board of directors. For purposes of
this Warrant, "Trading
Market" means the
following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the American Stock Exchange, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Bulletin Board.

     

    c.    This
Warrant may be exercised in whole or in part so long as any exercise in part
hereof would not involve the issuance of fractional shares of Warrant Stock. If
exercised in part, the Company shall deliver to the Holder a new Warrant,
identical in form, in the name of the Holder, evidencing the right to purchase
the number of shares of Warrant Stock as to which this Warrant has not been
exercised, which new Warrant shall be signed by the Chairman, Chief Executive
Officer or President and the Secretary or Assistant Secretary of the Company.
The term Warrant as used herein shall include any subsequent Warrant issued as
provided herein.

     

    d.    No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. The Company shall pay cash in lieu of fractions
with respect to the Warrants based upon the fair market value of such fractional
shares of Common Stock (which shall be the closing price of such shares on the
exchange or market on which the Common Stock is then traded) at the time of
exercise of this Warrant.

     

    e.    In the
event of any exercise of the rights represented by this Warrant, a certificate
or certificates for the Warrant Stock so purchased, registered in the name of
the Holder, shall be delivered to the Holder within a reasonable time after such
rights shall have been so exercised. The person or entity in whose name any
certificate for the Warrant Stock is issued upon exercise of the rights
represented by this Warrant shall for all purposes be deemed to have become the
holder of record of such shares immediately prior to the close of business on
the date on which the Warrant was surrendered and payment of the Warrant Price
and any applicable taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the opening of business on
the next succeeding date on which the stock transfer books are open. The Company
shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common Stock on
exercise of this Warrant.

     

    2.    Disposition of Warrant Stock
and Warrant.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    a.    The
Holder hereby acknowledges that this Warrant and any Warrant Stock purchased
pursuant hereto are, as of the date hereof, not registered: (i) under the
Securities Act of 1933, as amended (the "Act"), on the ground that the issuance
of this Warrant is exempt from registration under Section 4(2) of the Act as not
involving any public offering or (ii) under any applicable state securities law
because the issuance of this Warrant does not involve any public offering; and
that the Company's reliance on the Section 4(2) exemption of the Act and under
applicable state securities laws is predicated in part on the representations
hereby made to the Company by the Holder that it is acquiring this Warrant and
will acquire the Warrant Stock for investment for its own account, with no
present intention of dividing its participation with others or reselling or
otherwise distributing the same, subject, nevertheless, to any requirement of
law that the disposition of its property shall at all times be within its
control.

     

    The
Holder hereby agrees that it will not sell or transfer all or any part of this
Warrant and/or Warrant Stock unless and until it shall first have given notice
to the Company describing such sale or transfer and furnished to the Company
either (i) an opinion, reasonably satisfactory to counsel for the Company, of
counsel (skilled in securities matters, selected by the Holder and reasonably
satisfactory to the Company) to the effect that the proposed sale or transfer
may be made without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative letter from the
Securities and Exchange Commission to the effect that no enforcement action will
be recommended if the proposed sale or transfer is made without registration
under the Act.

     

    b.    If, at
the time of issuance of the shares issuable upon exercise of this Warrant, no
registration statement is in effect with respect to such shares under applicable
provisions of the Act, the Company may at its election require that the Holder
provide the Company with written reconfirmation of the Holder's investment
intent and that any stock certificate delivered to the Holder of a surrendered
Warrant shall bear legends reading substantially as follows:

     

    "THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF
THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

     

    In
addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder, the Company may maintain appropriate "stop transfer"
orders with respect to such certificates and the shares represented thereby on
its books and records and with those to whom it may delegate registrar and
transfer functions.

     

    3.    Reservation of
Shares. The Company hereby agrees that at all times there shall be
reserved for issuance upon the exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance upon exercise of this
Warrant. The Company further agrees that all shares which may be issued upon the
exercise of the rights represented by this Warrant will be duly authorized and
will, upon issuance and against payment of the exercise price, be validly
issued, fully paid and non-assessable, free from all taxes, liens, charges and
preemptive rights with respect to the issuance thereof, other than taxes, if
any, in respect of any transfer occurring contemporaneously with such issuance
and other than transfer restrictions imposed by federal and state securities
laws.

     

    4.    Exchange, Transfer or
Assignment of Warrant. This Warrant is exchangeable, without expense, at
the option of the Holder, upon presentation and surrender hereof to the Company
or at the office of its stock transfer agent, if any, for other Warrants of
different denominations, entitling the Holder or Holders thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable hereunder.
Upon surrender of this Warrant to the Company or at the office of its stock
transfer agent, if any, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be canceled. This
Warrant may be divided or combined with other Warrants that carry the same
rights upon presentation hereof at the office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder hereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.    Capital Adjustments.
This Warrant is subject to the following further provisions:

     

    a.    Adjustment Upon Issuance of
Common Stock. If and whenever on or after the date hereof and through the
earlier to occur of (i) first anniversary of the date hereof and (ii) date that
there is an effective registration statement on file with the Securities and
Exchange Commission covering the resale of all of the shares of Warrant Stock
and all of the shares of Common Stock issued in the Offering (as defined in the
Company's Confidential Private Placement Memorandum dated August 22, 2008, as
supplemented to date), the Company issues or sells any shares of Common Stock or
securities convertible into Common Stock, other than an Exempt Issuance (as
defined below), for a consideration per share of Common Stock (the "New Issuance Price")
less than a price equal to $0.50 (subject to appropriate adjustment for any
stock dividend, stock split, stock combination, reclassification or similar
transaction after the date hereof) (a "Dilutive Issuance"),
then immediately after such Dilutive Issuance, the Warrant Price then in effect
shall be reduced to an amount equal to the New Issuance Price. For purposes of
this Warrant, "Exempt
Issuance" shall mean the
issuance of (a) shares of Common Stock or options to employees, officers,
directors, or consultants of the Company pursuant to any stock or option plan
duly adopted for such purpose by a majority of the non-employee members of the
Board of Directors of the Company or a majority of the members of a committee of
non-employee directors, (b) securities upon the exercise or exchange of or
conversion of any securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the date of this Warrant, provided that such
securities have not been amended since the date of this Warrant to increase the
number of such securities or to decrease the exercise, exchange or conversion
price of such securities; and (c) securities issued pursuant to acquisitions or
strategic transactions approved by a majority of the disinterested directors of
the Company, provided that any such issuance shall only be to a person which is
either an owner of, or an entity that is, itself or through its subsidiaries, an
operating company in a business synergistic with the business of the Company and
in which the Company receives benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities.

     

    b.    Recapitalization,
Reclassification and Succession. If any recapitalization of the Company
or reclassification of its Common Stock or any merger or consolidation of the
Company into or with a corporation or other business entity, or the sale or
transfer of all or substantially all of the Company's assets or of any successor
corporation's assets to any other corporation or business entity (any such
corporation or other business entity being included within the meaning of the
term "successor corporation") shall be effected, at any time while this Warrant
remains outstanding and unexpired, then, as a condition of such
recapitalization, reclassification, merger, consolidation, sale or transfer,
lawful and adequate provision shall be made whereby the Holder of this Warrant
thereafter shall have the right to receive upon the exercise hereof as provided
in Section 1 and in lieu of the shares of Common Stock immediately theretofore
issuable upon the exercise of this Warrant, such shares of capital stock,
securities or other property as may 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 issuable upon the exercise of
this Warrant had such recapitalization, reclassification, merger, consolidation,
sale or transfer not taken place, and in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such
consummation.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    c.    Subdivision or Combination
of Shares. If the Company at any time while this Warrant remains
outstanding and unexpired shall subdivide or combine its Common Stock, the
number of shares of Warrant Stock purchasable upon exercise of this Warrant and
the Warrant Price shall be proportionately adjusted.

     

    d.    Stock Dividends and
Distributions. If the Company
at any time while this Warrant is outstanding and unexpired shall issue or pay
the holders of its Common Stock, or 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, then (i) the Warrant Price shall be
adjusted in accordance with Section 5(f) and (ii) the number of shares of
Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the
number of shares of Common Stock that the Holder would have owned immediately
following such action had this Warrant been exercised immediately prior
thereto.

     

    e.    Stock and Rights Offering to
Shareholders. If the Company shall at any time after the date of issuance
of this Warrant distribute to all holders of its Common Stock any shares of
capital stock of the Company (other than Common Stock) or evidences of its
indebtedness or assets (excluding cash dividends or distributions paid from
retained earnings or current year's or prior year's earnings of the Company) or
rights or warrants to subscribe for or purchase any of its securities (excluding
those referred to in the immediately preceding paragraph) (any of the foregoing
being hereinafter in this paragraph called the "Securities"), then in each such
case, the Company shall reserve shares or other units of such Securities for
distribution to the Holder upon exercise of this Warrant so that, in addition to
the shares of the Common Stock to which such Holder is entitled, such Holder
will receive upon such exercise the amount and kind of such Securities which
such Holder would have received if the Holder had, immediately prior to the
record date for the distribution of the Securities, exercised this
Warrant.

     

    f.    Warrant Price
Adjustment. Except as otherwise provided herein, whenever the number of
shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted,
as herein provided, the Warrant Price payable upon the exercise of this Warrant
shall be adjusted to that price determined by multiplying the Warrant Price
immediately prior to such adjustment by a fraction (i) the numerator of which
shall be the number of shares of Warrant Stock purchasable upon exercise of this
Warrant immediately prior to such adjustment, and (ii) the denominator of which
shall be the number of shares of Warrant Stock purchasable upon exercise of this
Warrant immediately thereafter.

     

    g.    Failure to Meet Revenue
Target. Notwithstanding anything to the contrary contained herein, in the
event the Company fails to achieve at least $15 million of consolidated gross
revenue during the one year period following the Initial Closing of the Offering
(as defined in the PPM), as certified by the Company's independent auditing
firm, the Warrant Price shall be reduced to $0.25 per share.

     

    h.    Certain Shares
Excluded. The number of shares of Common Stock outstanding at any given
time for purposes of the adjustments set forth in this Section 5 shall exclude
any shares then directly or indirectly held in the treasury of the
Company.

     

    i.    Deferral and Cumulation of
De Minimis Adjustments. The Company shall not be required to make any
adjustment pursuant to this Section 5 if the amount of such adjustment would be
less than one percent (1%) of the Warrant Price in effect immediately before the
event that would otherwise have given rise to such adjustment. In such case,
however, any adjustment that would otherwise have been required to be made shall
be made at the time of and together with the next subsequent adjustment which,
together with any adjustment or adjustments so carried forward, shall amount to
not less than one percent (1%) of the Warrant Price in effect immediately before
the event giving rise to such next subsequent adjustment.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    j.    Duration of
Adjustment. Following each computation or readjustment as provided in
this Section 5, the new adjusted Warrant Price and number of shares of Warrant
Stock purchasable upon exercise of this Warrant shall remain in effect until a
further computation or readjustment thereof is required.

     

    6.    Limitation on
Exercises. The Company
shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such
exercise, the Holder (together with such Holder's affiliates) would beneficially
own in excess of 4.99% of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such Holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (A) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Holder and its affiliates and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such Person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. To the extent that the limitation contained in this Section 6 applies,
the determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any affiliate) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder,
and the submission of a Notice of Exercise shall be deemed to be the Holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any affiliate) and of which portion
of this Warrant is exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of the determination. For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (1) the
Company's most recent Form 10-K, Form 10-KSB, Form 10-Q, Form I 0-QSB, Current
Report on Form 8-K or other public filing with the Securities and Exchange
Commission, as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company setting forth the number of
shares of Common Stock outstanding. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) business day
confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder and its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. The restriction described in this Section 6 may be
waived, in whole or in part, upon sixty-one (61) days prior notice from the
Holder to the Company to increase such percentage up to 9.99%, but not in excess
of 9.99%. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 6 to
correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended beneficial ownership limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect
to such limitation.

     

    7.    Notice to
Holders.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    a.    Notice of Record
Date. In case:

     

    (i)    the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend (other than a cash dividend
payable out of earned surplus of the Company) or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right;

     

    (ii)    of any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation with or merger of the Company into another
corporation, or any conveyance of all or substantially all of the assets of the
Company to another corporation; or

     

    (iii)    of any
voluntary dissolution, liquidation or winding-up of the Company;

     

    then, and
in each such case, the Company will mail or cause to be mailed to the Holder
hereof at the time outstanding a notice specifying, as the case may be, (i) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any, is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution or winding-up. Such notice shall
be mailed at least thirty (30) days prior to the record date therein specified,
or if no record date shall have been specified therein, at least thirty (30)
days prior to such specified date, provided, however, failure to provide any
such notice shall not affect the validity of such transaction.

     

    b.    Certificate of
Adjustment. Whenever any adjustment shall be made pursuant to Section 5
hereof, the Company shall promptly make a certificate signed by its Chairman,
Chief Executive Officer, President, Vice President, Chief Financial Officer or
Treasurer, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the Warrant Price and number of shares of Warrant Stock
purchasable upon exercise of this Warrant after giving effect to such
adjustment, and shall promptly cause copies of such certificates to be mailed
(by first class mail, postage prepaid) to the Holder of this
Warrant.

     

    8.    Loss, Theft, Destruction or
Mutilation. Upon receipt by the Company of evidence satisfactory to it,
in the exercise of its reasonable discretion, of the ownership and the loss,
theft, destruction or mutilation of this Warrant and, in the case of loss, theft
or destruction, of indemnity reasonably satisfactory to the Company and, in the
case of mutilation, upon surrender and cancellation thereof, the Company will
execute and deliver in lieu thereof, without expense to the Holder, a new
Warrant of like tenor dated the date hereof.

     

    9.    Warrant Holder Not a
Stockholder. The Holder of this Warrant, as such, shall not be entitled
by reason of this Warrant to any rights whatsoever as a stockholder of the
Company.

     

    10.    Notices. Any notice
required or contemplated by this Warrant shall be deemed to have been duly given
if transmitted by registered or certified mail, return receipt requested, or
nationally recognized overnight delivery service, to the Company at its
principal executive offices located at 711 Third Avenue, Suite 1505, New York,
NY 10017, Attention: Steven Hoffmann, Chief Executive Officer, or to the Holder
at the name and address set forth in the Warrant Register maintained by the
Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    11.    Choice of Law. THIS
WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     

    12.    Jurisdiction and
Venue. The Company and Holder hereby agree that any dispute which may
arise between them arising out of or in connection with this Warrant shall be
adjudicated before a court located in New York County, New York and they hereby
submit to the exclusive jurisdiction of the federal and state courts of the
State of York located in New York County with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Warrant or any acts or
omissions relating to the sale of the securities hereunder, and consent to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in care of the address set forth
herein or such other address as either party shall furnish in writing to the
other.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
behalf, in its corporate name and by its duly authorized officers, as of
this ____ day of _______________, 2008.

     

    


    
    

     

    
      	 	IX
      ENERGY HOLDINGS, INC.
	 	 
	 	
              By:
      _________________________

              
                Name:

                Title:

              

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

     

    


    
      
        	TO:	
                IX
      Energy Holdings, Inc.

                New
      York, NY 10017

                Attn:
      Chief Financial Officer

                Tel:
      (212) 476-0906

                Fax:
      (866) 395-0915

              


      

    

     

    (1)    The
undersigned hereby elects to purchase _________________ shares of Warrant Stock
of the Company pursuant to the terms of the attached Warrant to Purchase Common
Stock, and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

     

    (2)    Payment
shall take the form of (check applicable box):

     

    q  in lawful money of the
United States; or

    q  if permitted, the
cancellation of ______ shares of Warrant Stock in order to exercise
this Warrant with respect to shares of Warrant Stock (using a VWAP of
$_______ for
this calculation), in accordance with the formula and procedure set forth in
subsection 1(b).

     

    q  if permitted, the
cancellation of such number of shares of Warrant Stock as is necessary, in
accordance with the formula and procedure set forth in subsection 1(b), to
exercise this Warrant with respect to the maximum number of shares of Warrant
Stock purchasable pursuant to a cashless exercise.

     

    (3)    Please
issue a certificate or certificates representing said shares of Warrant Stock in
the name of the undersigned or in such other name as is specified
below:

     


      
        

      

    

     

    The
shares of Warrant Stock shall be delivered to the following DWAC Account Number,
if permitted, or by physical delivery of a certificate to:

     

    
      

    

    
      

    

    
      

    

     

    (4)    Accredited Investor.
The undersigned is an "accredited investor" as defined in Regulation D
promulgated under the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
OF HOLDER]

     

     

    Name of
Investing Entity:
__________________________________________________________

    Signature
of Authorized Signatory of Investing Entity:
____________________________________

    Name and
Title of Authorized Signatory:
_______________________________________________

    Date:
__________________________________________________________________________

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
FORM

     

    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

     

    


     

    FOR VALUE
RECEIVED, all of or _________ shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to

     

     

    ______________________________
whose
address is

    ______________________________

    ______________________________

     

     

    Dated:
______,___

    
 

    Holder's
Name:
___________________________________________________________________

    Holder's
Signature:
________________________________________________________________

    Name and
Title of
Signatory:_________________________________________________________

    Holder's
Address:_________________________________________________________________

    Signature
Guaranteed:
______________________________________________________________

     

     

    NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.

     

     

    12