Unassociated Document


    
      
        
          
            EXHIBIT
              4.4

             

            THIS
              WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
              HAVE NOT
              BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
              ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
              OTHERWISE
              DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
              STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION
              OF COUNSEL
              REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
              UNDER
              THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
              LAWS
              IS NOT REQUIRED.

             

            SERIES
              C
              WARRANT TO PURCHASE

             

            SHARES
              OF
              COMMON STOCK

             

            OF

             

            VICTORY
              DIVIDE MINING COMPANY

             

            Expires
              on October 2, 2012

               


              
                	
                        No.:
                          W-C-07- 

                      	
                        Number
                          of Shares: Up to __________

                      
	
                        Date
                          of Issuance: October 3, 2007

                      	 
	 	 


              

            

            FOR
              VALUE
              RECEIVED, the undersigned, Victory Divide Mining Company, a Nevada
              corporation
              (together with its successors and assigns, the “Issuer”),
              hereby certifies that _____________
              or
              its
              registered assigns (the “Holder”)
              is
              entitled to subscribe for and purchase, during the Term (as hereinafter
              defined), up to __________
              shares
              (subject to adjustment as hereinafter provided) of the duly authorized,
              validly
              issued, fully paid and non-assessable Common Stock of the Issuer, at
              an exercise
              price per share equal to the Warrant Price then in effect, subject,
              however, to
              the provisions and upon the terms and conditions hereinafter set forth.
              

             

            1. Term.
              The
              term of this Warrant shall commence on October 3, 2007 and shall expire
              at 6:00
              p.m., Eastern Time, on October 2, 2012 (such period being the “Term”
and
              such date, the “Termination
              Date”).

             

            2. Method
              of Exercise; Payment; Issuance of New Warrant; Transfer and
              Exchange.

             

            (a) Time
              of Exercise.
              The
              purchase rights represented by this Warrant may be exercised in whole
              or in part
              during the Term for such number of shares of Common Stock into which the
              Series B Convertible Preferred Stock that have been exercised by the Holder
              pursuant to the Series J Warrant issued by the Issuer to the Holder
              pursuant to
              the Purchase Agreement may be converted.


            
              
                
                

              

              
                1

                
                  

                

              

              
                
                

              

            


             

            (b) Method
              of Exercise.
              The
              Holder hereof may exercise this Warrant, in whole or in part, by the
              surrender
              of this Warrant (with the exercise form attached hereto duly executed)
              at the
              principal office of the Issuer, and by the payment to the Issuer of
              an amount of
              consideration therefor equal to the Warrant Price in effect on the
              date of such
              exercise multiplied by the number of shares of Warrant Stock with respect
              to
              which this Warrant is then being exercised, payable at such Holder’s election
              (i) by certified or official bank check or by wire transfer to an account
              designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
              2(c), but only when a registration statement under the Securities Act
              providing
              for the resale of the Warrant Stock is not then in effect, or (iii)
              by a
              combination of the foregoing methods of payment selected by the Holder
              of this
              Warrant.

             

            (c) Cashless
              Exercise.
              Notwithstanding any provision herein to the contrary, and (i) the volume
              weighted average price of one share of Common Stock on the OTC Bulletin
              Board or
              such other securities exchange on which the Common Stock is then traded
              or
              included for quotation, for any ten (10) consecutive Trading Days is
              greater
              than the Warrant Price (at or prior to the date of calculation as set
              forth
              below) and (ii) commencing eighteen (18) months following the Original
              Issue
              Date if a registration statement under the Securities Act providing
              for the
              resale of the Warrant Stock (A) has not been declared effective by
              the
              Securities and Exchange Commission by the date such registration statement
              is
              required to be effective pursuant to the Registration Rights Agreement
              (as
              defined in Section 8), or (B) is not effective at the time of exercise
              of this
              Warrant, unless the registration statement is not effective as a result
              of the
              Issuer exercising its rights under Section 3(n) of the Registration
              Rights
              Agreement, in lieu of exercising this Warrant by payment of cash, the
              Holder may
              exercise this Warrant by a cashless exercise and shall receive the
              number of
              shares of Common Stock equal to an amount (as determined below) by
              surrender of
              this Warrant at the principal office of the Issuer together with the
              properly
              endorsed Notice of Exercise in which event the Issuer shall issue to
              the Holder
              a number of shares of Common Stock computed using the following
              formula:

            
              	 	 
	 	
                      X
                        =
                        Y - (A)(Y)

                    
	 	
                      B

                    
	 	 	 
	
                      Where
                        

                    	
                      X
                        =
                        

                    	
                      the
                        number of shares of Common Stock to be issued to the
                        Holder.

                    
	 	 	 
	 	
                      Y
                        =
                        

                    	
                      the
                        number of shares of Common Stock purchasable upon exercise
                        of all of the
                        Warrant or, if only a portion of the Warrant is being exercised,
                        the
                        portion of the Warrant being exercised.

                    
	 	 	 
	 	
                      A
                        =
                        

                    	
                      the
                        Warrant Price.

                    
	 	 	 
	 	
                      B
                        =
                        

                    	
                      the
                        Per Share Market Value of one share of Common
                        Stock.

                    


            

             

            (d) Issuance
              of Stock Certificates.
              In the
              event of any exercise of this Warrant in accordance with and subject
              to the
              terms and conditions hereof, certificates for the shares of Warrant
              Stock so
              purchased shall be dated the date of such exercise and delivered to
              the Holder
              hereof within a reasonable time, not exceeding three (3) Trading Days
              after such
              exercise (the “Delivery
              Date”)
              or, at
              the request of the Holder (provided that a registration statement under
              the
              Securities Act providing for the resale of the Warrant Stock is then
              in effect
              or that the shares of Warrant Stock are otherwise exempt from registration),
              issued and delivered to the Depository Trust Company (“DTC”)
              account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
              System (“DWAC”)
              within
              a reasonable time, not exceeding three (3) Trading Days after such
              exercise, and
              the Holder hereof shall be deemed for all purposes to be the holder
              of the
              shares of Warrant Stock so purchased as of the date of such exercise.
              Notwithstanding the foregoing to the contrary, the Issuer or its transfer
              agent
              shall only be obligated to issue and deliver the shares to the DTC
              on a holder’s
              behalf via DWAC if such exercise is in connection with a sale or other
              exemption
              from registration by which the shares may be issued without a restrictive
              legend
              and the Issuer and its transfer agent are participating in DTC through
              the DWAC
              system. The Holder shall deliver this original Warrant, or an indemnification
              undertaking with respect to such Warrant in the case of its loss, theft
              or
              destruction, at such time that this Warrant is fully exercised. With
              respect to
              partial exercises of this Warrant, the Issuer shall keep written records
              for the
              Holder of the number of shares of Warrant Stock exercised as of each
              date of
              exercise.


            
              
                
                

              

              
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            (e) Compensation
              for Buy-In on Failure to Timely Deliver Certificates Upon
              Exercise.
              In
              addition to any other rights available to the Holder, if the Issuer
              fails to
              cause its transfer agent to transmit to the Holder a certificate or
              certificates
              representing the Warrant Stock pursuant to an exercise on or before
              the Delivery
              Date, and if after such date the Holder is required by its broker to
              purchase
              (in an open market transaction or otherwise) shares of Common Stock
              to deliver
              in satisfaction of a sale by the Holder of the Warrant Stock which
              the Holder
              anticipated receiving upon such exercise (a “Buy-In”),
              then
              the Issuer shall (1) pay in cash to the Holder the amount by which
              (x) the
              Holder’s total purchase price (including brokerage commissions, if any) for
              the
              shares of Common Stock so purchased exceeds (y) the amount obtained
              by
              multiplying (A) the number of shares of Warrant Stock that the Issuer
              was
              required to deliver to the Holder in connection with the exercise at
              issue times
              (B) the price at which the sell order giving rise to such purchase
              obligation
              was executed, and (2) at the option of the Holder, either reinstate
              the portion
              of the Warrant and equivalent number of shares of Warrant Stock for
              which such
              exercise was not honored or deliver to the Holder the number of shares
              of Common
              Stock that would have been issued had the Issuer timely complied with
              its
              exercise and delivery obligations hereunder. For example, if the Holder
              purchases Common Stock having a total purchase price of $11,000 to
              cover a
              Buy-In with respect to an attempted exercise of shares of Common Stock
              with an
              aggregate sale price giving rise to such purchase obligation of $10,000,
              under
              clause (1) of the immediately preceding sentence the Issuer shall be
              required to
              pay the Holder $1,000. The Holder shall provide the Issuer written
              notice
              indicating the amounts payable to the Holder in respect of the Buy-In,
              together
              with applicable confirmations and other evidence reasonably requested
              by the
              Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
              available to it hereunder, at law or in equity including, without limitation,
              a
              decree of specific performance and/or injunctive relief with respect
              to the
              Issuer’s failure to timely deliver certificates representing shares of Common
              Stock upon exercise of this Warrant as required pursuant to the terms
              hereof.

             

            (f) Transferability
              of Warrant.
              Subject
              to Section 2(h) hereof, this Warrant may be transferred by a Holder,
              in whole or
              in part, without the consent of the Issuer. If transferred pursuant
              to this
              paragraph, this Warrant may be transferred on the books of the Issuer
              by the
              Holder hereof in person or by duly authorized attorney, upon surrender
              of this
              Warrant at the principal office of the Issuer, properly endorsed (by
              the Holder
              executing an assignment in the form attached hereto) and upon payment
              of any
              necessary transfer tax or other governmental charge imposed upon such
              transfer.
              This Warrant is exchangeable at the principal office of the Issuer
              for Warrants
              to purchase the same aggregate number of shares of Warrant Stock, each
              new
              Warrant to represent the right to purchase such number of shares of
              Warrant
              Stock as the Holder hereof shall designate at the time of such exchange.
              All
              Warrants issued on transfers or exchanges shall be dated the Original
              Issue Date
              and shall be identical with this Warrant except as to the number of
              shares of
              Warrant Stock issuable pursuant thereto.


            
              
                
                

              

              
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            (g) Continuing
              Rights of Holder.
              The
              Issuer will, at the time of or at any time after each exercise of this
              Warrant,
              upon the request of the Holder hereof, acknowledge in writing the extent,
              if
              any, of its continuing obligation to afford to such Holder all rights
              to which
              such Holder shall continue to be entitled after such exercise in accordance
              with
              the terms of this Warrant, provided that if any such Holder shall fail
              to make
              any such request, the failure shall not affect the continuing obligation
              of the
              Issuer to afford such rights to such Holder.

             

            (h) Compliance
              with Securities Laws.

             

            (i) The
              Holder of this Warrant, by acceptance hereof, acknowledges that this
              Warrant and
              the shares of Warrant Stock to be issued upon exercise hereof are being
              acquired
              solely for the Holder’s own account and not as a nominee for any other party,
              and for investment, and that the Holder will not offer, sell or otherwise
              dispose of this Warrant or any shares of Warrant Stock to be issued
              upon
              exercise hereof except pursuant to an effective registration statement,
              or an
              exemption from registration, under the Securities Act and any applicable
              state
              securities laws.

             

            (ii) Except
              as
              provided in paragraph (iii) below, this Warrant and all certificates
              representing shares of Warrant Stock issued upon exercise hereof shall
              be
              stamped or imprinted with a legend in substantially the following
              form:

             

            THIS
              WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
              HAVE NOT
              BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
              ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
              OTHERWISE
              DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
              STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION
              OF COUNSEL
              REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
              UNDER
              THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
              LAWS
              IS NOT REQUIRED.

             

            (iii) The
              Issuer agrees to reissue this Warrant or certificates representing
              any of the
              Warrant Stock, without the legend set forth above if at such time,
              prior to
              making any transfer of any such securities, the Holder shall give written
              notice
              to the Issuer describing the manner and terms of such transfer. Such
              proposed
              transfer will not be effected until: (a) either (i) the Issuer has
              received an
              opinion of counsel reasonably satisfactory to the Issuer, to the effect
              that the
              registration of such securities under the Securities Act is not required
              in
              connection with such proposed transfer, (ii) a registration statement
              under the
              Securities Act covering such proposed disposition has been filed by
              the Issuer
              with the Securities and Exchange Commission and has become effective
              under the
              Securities Act, (iii) the Issuer has received other evidence reasonably
              satisfactory to the Issuer that such registration and qualification
              under the
              Securities Act and state securities laws are not required, or (iv)
              the Holder
              provides the Issuer with reasonable assurances that such security can
              be sold
              pursuant to Rule 144 under the Securities Act; and (b) either (i) the
              Issuer has
              received an opinion of counsel reasonably satisfactory to the Issuer,
              to the
              effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed
              disposition,
              or (ii) compliance with applicable state securities or “blue sky” laws has been
              effected or a valid exemption exists with respect thereto. The Issuer
              will
              respond to any such notice from a holder within three (3) Trading Days.
              In the
              case of any proposed transfer under this Section 2(h), the Issuer will
              use
              reasonable efforts to comply with any such applicable state securities
              or “blue
              sky” laws, but shall in no event be required, (x) to qualify to do business
              in
              any state where it is not then qualified, (y) to take any action that
              would
              subject it to tax or to the general service of process in any state
              where it is
              not then subject, or (z) to comply with state securities or “blue sky” laws of
              any state for which registration by coordination is unavailable to
              the Issuer.
              The restrictions on transfer contained in this Section 2(h) shall be
              in addition
              to, and not by way of limitation of, any other restrictions on transfer
              contained in any other section of this Warrant. Whenever a certificate
              representing the Warrant Stock is required to be issued to the Holder
              without a
              legend, in lieu of delivering physical certificates representing the
              Warrant
              Stock, the Issuer shall cause its transfer agent to electronically
              transmit the
              Warrant Stock to the Holder by crediting the account of the Holder
              or Holder’s
              Prime Broker with DTC through its DWAC system (to the extent not inconsistent
              with any provisions of this Warrant or the Purchase Agreement).


            
              
                
                

              

              
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            (i) Accredited
              Investor Status.
              In no
              event may the Holder exercise this Warrant in whole or in part unless
              the Holder
              is an “accredited investor” as defined in Regulation D under the Securities
              Act.

             

            3. Stock
              Fully Paid; Reservation and Listing of Shares; Covenants.

             

            (a) Stock
              Fully Paid.
              The
              Issuer represents, warrants, covenants and agrees that all shares of
              Warrant
              Stock which may be issued upon the exercise of this Warrant or otherwise
              hereunder will, when issued in accordance with the terms of this Warrant,
              be
              duly authorized, validly issued, fully paid and non-assessable and
              free from all
              taxes, liens and charges created by or through the Issuer. The Issuer
              further
              covenants and agrees that during the period within which this Warrant
              may be
              exercised, the Issuer will at all times have authorized and reserved
              for the
              purpose of the issuance upon exercise of this Warrant a number of authorized
              but
              unissued shares of Common Stock equal to at least one hundred percent
              (100%) of
              the number of shares of Common Stock issuable upon exercise of this
              Warrant
              without regard to any limitations on exercise.


            
              
                
                

              

              
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            (b) Reservation.
              If any
              shares of Common Stock required to be reserved for issuance upon exercise
              of
              this Warrant or as otherwise provided hereunder require registration
              or
              qualification with any Governmental Authority under any federal or
              state law
              before such shares may be so issued, the Issuer will in good faith
              use its best
              efforts as expeditiously as possible at its expense to cause such shares
              to be
              duly registered or qualified. If the Issuer shall list any shares of
              Common
              Stock on any securities exchange or market it will, at its expense,
              list
              thereon, and maintain and increase when necessary such listing, of,
              all shares
              of Warrant Stock from time to time issued upon exercise of this Warrant
              or as
              otherwise provided hereunder (provided that such Warrant Stock has
              been
              registered pursuant to a registration statement under the Securities
              Act then in
              effect), and, to the extent permissible under the applicable securities
              exchange
              rules, all unissued shares of Warrant Stock which are at any time issuable
              hereunder, so long as any shares of Common Stock shall be so listed.
              The Issuer
              will also so list on each securities exchange or market, and will maintain
              such
              listing of, any other securities which the Holder of this Warrant shall
              be
              entitled to receive upon the exercise of this Warrant if at the time
              any
              securities of the same class shall be listed on such securities exchange
              or
              market by the Issuer.

             

            (c) Covenants.
              The
              Issuer shall not by any action including, without limitation, amending
              the
              Articles of Incorporation or the by-laws of the Issuer, or through
              any
              reorganization, transfer of assets, consolidation, merger, dissolution,
              issue or
              sale of securities or any other action, avoid or seek to avoid the
              observance or
              performance of any of the terms of this Warrant, but will at all times
              in good
              faith assist in the carrying out of all such terms and in the taking
              of all such
              actions as may be necessary or appropriate to protect the rights of
              the Holder
              hereof against dilution (to the extent specifically provided herein)
              or
              impairment. Without limiting the generality of the foregoing, the Issuer
              will
              (i) not permit the par value, if any, of its Common Stock to exceed
              the then
              effective Warrant Price, (ii) not amend or modify any provision of
              the Articles
              of Incorporation or by-laws of the Issuer in any manner that would
              adversely
              affect the rights of the Holders of the Warrants, (iii) take all such
              action as
              may be reasonably necessary in order that the Issuer may validly and
              legally
              issue fully paid and nonassessable shares of Common Stock, free and
              clear of any
              liens, claims, encumbrances and restrictions (other than as provided
              herein)
              upon the exercise of this Warrant, and (iv) use its best efforts to
              obtain all
              such authorizations, exemptions or consents from any public regulatory
              body
              having jurisdiction thereof as may be reasonably necessary to enable
              the Issuer
              to perform its obligations under this Warrant.

             

            (d) Loss,
              Theft, Destruction of Warrants.
              Upon
              receipt of evidence satisfactory to the Issuer of the ownership of
              and the loss,
              theft, destruction or mutilation of any Warrant and, in the case of
              any such
              loss, theft or destruction, upon receipt of indemnity or security satisfactory
              to the Issuer or, in the case of any such mutilation, upon surrender
              and
              cancellation of such Warrant, the Issuer will make and deliver, in
              lieu of such
              lost, stolen, destroyed or mutilated Warrant, a new Warrant of like
              tenor and
              representing the right to purchase the same number of shares of Common
              Stock.

             

            (e) Payment
              of Taxes.
              The
              Issuer will pay any documentary stamp taxes attributable to the initial
              issuance
              of the Warrant Stock issuable upon exercise of this Warrant; provided,
              however,
              that
              the Issuer shall not be required to pay any tax or taxes which may
              be payable in
              respect of any transfer involved in the issuance or delivery of any
              certificates
              representing Warrant Stock in a name other than that of the Holder
              in respect to
              which such shares are issued.


            
              
                
                

              

              
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            4. Adjustment
              of Warrant Price.
              The
              price at which such shares of Warrant Stock may be purchased upon exercise
              of
              this Warrant shall be subject to adjustment from time to time as set
              forth in
              this Section 4. The Issuer shall give the Holder notice of any event
              described
              below which requires an adjustment pursuant to this Section 4 in accordance
              with
              the notice provisions set forth in Section 5.

             

            (a) Recapitalization,
              Reorganization, Reclassification, Consolidation, Merger or Sale.

             

            (i) In
              case
              the Issuer after the Original Issue Date shall do any of the following
              (each, a
“Triggering
              Event”):
              (a)
              consolidate or merge with or into any other Person and the Issuer shall
              not be
              the continuing or surviving corporation of such consolidation or merger,
              or (b)
              permit any other Person to consolidate with or merge into the Issuer
              and the
              Issuer shall be the continuing or surviving Person but, in connection
              with such
              consolidation or merger, any Capital Stock of the Issuer shall be changed
              into
              or exchanged for Securities of any other Person or cash or any other
              property,
              or (c) transfer all or substantially all of its properties or assets
              to any
              other Person, or (d) effect a capital reorganization or reclassification
              of its
              Capital Stock, then, and in the case of each such Triggering Event,
              proper
              provision shall be made to the Warrant Price and the number of shares
              of Warrant
              Stock that may be purchased upon exercise of this Warrant so that,
              upon the
              basis and the terms and in the manner provided in this Warrant, the
              Holder of
              this Warrant shall be entitled upon the exercise hereof at any time
              after the
              consummation of such Triggering Event, to the extent this Warrant is
              not
              exercised prior to such Triggering Event, to receive at the Warrant
              Price in
              effect at the time immediately prior to the consummation of such Triggering
              Event, in lieu of the Common Stock issuable upon such exercise of this
              Warrant
              prior to such Triggering Event, the Securities, cash and property to
              which such
              Holder would have been entitled upon the consummation of such Triggering
              Event
              if such Holder had exercised the rights represented by this Warrant
              immediately
              prior thereto (including the right of a shareholder to elect the type
              of
              consideration it will receive upon a Triggering Event), subject to
              adjustments
              (subsequent to such corporate action) as nearly equivalent as possible
              to the
              adjustments provided for elsewhere in this Section 4; provided,
              however,
              the
              Holder at its option may elect to receive an amount in unregistered
              shares of
              the common stock of the surviving entity equal to the value of this
              Warrant
              calculated in accordance with the Black-Scholes formula; provided,
              further,
              such
              shares of Common Stock shall be valued at a twenty percent (20%) discount
              to the
              VWAP of the Common Stock for the twenty (20) Trading Days immediately
              prior to
              the Triggering Event. Immediately upon the occurrence of a Triggering
              Event, the
              Issuer shall notify the Holder in writing of such Triggering Event
              and provide
              the calculations in determining the number of shares of Warrant Stock
              issuable
              upon exercise of the new warrant and the adjusted Warrant Price. Upon
              the
              Holder’s request, the continuing or surviving corporation as a result of such
              Triggering Event shall issue to the Holder a new warrant of like tenor
              evidencing the right to purchase the adjusted number of shares of Warrant
              Stock
              and the adjusted Warrant Price pursuant to the terms and provisions
              of this
              Section 4(a)(i). Notwithstanding the foregoing to the contrary, this
              Section
              4(a)(i) shall only apply if the surviving entity pursuant to any such
              Triggering
              Event is a company that has a class of equity securities registered
              pursuant to
              the Securities Exchange Act of 1934, as amended (the “Exchange
              Act”),
              and
              its common stock is listed or quoted on a national securities exchange,
              national
              automated quotation system or the OTC Bulletin Board. In the event
              that the
              surviving entity pursuant to any such Triggering Event is not a public
              company
              that is registered pursuant to the Exchange Act or its common stock
              is not
              listed or quoted on a national securities exchange, national automated
              quotation
              system or the OTC Bulletin Board, then the Holder shall have the right
              to demand
              that the Issuer pay to the Holder an amount in cash equal to the value
              of this
              Warrant calculated in accordance with the Black-Scholes
              formula.


            
              
                
                

              

              
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            (ii) In
              the
              event that the Holder has elected not to exercise this Warrant prior
              to the
              consummation of a Triggering Event and has also elected not to receive
              an amount
              in cash equal to the value of this Warrant calculated in accordance
              with the
              Black-Scholes formula pursuant to the provisions of Section 4(a)(i)
              above, so
              long as the surviving entity pursuant to any Triggering Event is a
              company that
              has a class of equity securities registered pursuant to the Exchange
              Act and its
              common stock is listed or quoted on a national securities exchange,
              national
              automated quotation system or the OTC Bulletin Board, the surviving
              entity
              and/or each Person (other than the Issuer) which may be required to
              deliver any
              Securities, cash or property upon the exercise of this Warrant as provided
              herein shall assume, by written instrument delivered to, and reasonably
              satisfactory to, the Holder of this Warrant, (A) the obligations of
              the Issuer
              under this Warrant (and if the Issuer shall survive the consummation
              of such
              Triggering Event, such assumption shall be in addition to, and shall
              not release
              the Issuer from, any continuing obligations of the Issuer under this
              Warrant)
              and (B) the obligation to deliver to such Holder such Securities, cash
              or
              property as, in accordance with the foregoing provisions of this subsection
              (a),
              such Holder shall be entitled to receive, and the surviving entity
              and/or each
              such Person shall have similarly delivered to such Holder an opinion
              of counsel
              for the surviving entity and/or each such Person, which counsel shall
              be
              reasonably satisfactory to such Holder, or in the alternative, a written
              acknowledgement executed by the President or Chief Financial Officer
              of the
              Issuer, stating that this Warrant shall thereafter continue in full
              force and
              effect and the terms hereof (including, without limitation, all of
              the
              provisions of this subsection (a)) shall be applicable to the Securities,
              cash
              or property which the surviving entity and/or each such Person may
              be required
              to deliver upon any exercise of this Warrant or the exercise of any
              rights
              pursuant hereto.

             

            (b) Stock
              Dividends, Subdivisions and Combinations.
              If at
              any time the Issuer shall:

             

            (i) make
              or
              issue or set a record date for the holders of the Common Stock for
              the purpose
              of entitling them to receive a dividend payable in, or other distribution
              of,
              shares of Common Stock,

             

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

             

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

             

            then
              (1)
              the number of shares of Common Stock for which this Warrant is exercisable
              immediately after the occurrence of any such event shall be adjusted
              to equal
              the number of shares of Common Stock which a record holder of the same
              number of
              shares of Common Stock for which this Warrant is exercisable immediately
              prior
              to the occurrence of such event would own or be entitled to receive
              after the
              happening of such event, and (2) the Warrant Price then in effect shall
              be
              adjusted to equal (A) the Warrant Price then in effect multiplied by
              the number
              of shares of Common Stock for which this Warrant is exercisable immediately
              prior to the adjustment divided by (B) the number of shares of Common
              Stock for
              which this Warrant is exercisable immediately after such
              adjustment.


            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            


             

            (c) Certain
              Other Distributions.
              If at
              any time the Issuer shall make or issue or set a record date for the
              holders of
              the Common Stock for the purpose of entitling them to receive any dividend
              or
              other distribution of:

             

            (i) cash,

             

            (ii) any
              evidences of its indebtedness, any shares of stock of any class or
              any other
              securities or property of any nature whatsoever (other than cash, Common
              Stock
              Equivalents or Additional Shares of Common Stock), or

             

            (iii) any
              warrants or other rights to subscribe for or purchase any evidences
              of its
              indebtedness, any shares of stock of any class or any other securities
              or
              property of any nature whatsoever (other than cash, Common Stock Equivalents
              or
              Additional Shares of Common Stock),

             

            then
              (1)
              the number of shares of Common Stock for which this Warrant is exercisable
              shall
              be adjusted to equal the product of the number of shares of Common
              Stock for
              which this Warrant is exercisable immediately prior to such adjustment
              multiplied by a fraction (A) the numerator of which shall be the Per
              Share
              Market Value of Common Stock at the date of taking such record and
              (B) the
              denominator of which shall be such Per Share Market Value minus the
              amount
              allocable to one share of Common Stock of any such cash so distributable
              and of
              the fair value (as determined in good faith by the Board of Directors
              of the
              Issuer and supported by an opinion from an investment banking firm
              mutually
              agreed upon by the Issuer and the Holder) of any and all such evidences
              of
              indebtedness, shares of stock, other securities or property or warrants
              or other
              subscription or purchase rights so distributable, and (2) the Warrant
              Price then
              in effect shall be adjusted to equal (A) the Warrant Price then in
              effect
              multiplied by the number of shares of Common Stock for which this Warrant
              is
              exercisable immediately prior to the adjustment divided by (B) the
              number of
              shares of Common Stock for which this Warrant is exercisable immediately
              after
              such adjustment. A reclassification of the Common Stock (other than
              a change in
              par value, or from par value to no par value or from no par value to
              par value)
              into shares of Common Stock and shares of any other class of stock
              shall be
              deemed a distribution by the Issuer to the holders of its Common Stock
              of such
              shares of such other class of stock within the meaning of this Section
              4(c) and,
              if the outstanding shares of Common Stock shall be changed into a larger
              or
              smaller number of shares of Common Stock as a part of such reclassification,
              such change shall be deemed a subdivision or combination, as the case
              may be, of
              the outstanding shares of Common Stock within the meaning of Section
              4(b).


            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            


             

            (d) Issuance
              of Additional Shares of Common Stock.
              

             

            (i) For
              the
              period commencing on the Original Issue Date and ending on the two
              (2) year
              anniversary of the Original Issue Date, in the event the Issuer shall
              issue any
              Additional Shares of Common Stock (otherwise than as provided in the
              foregoing
              subsections (a) through (c) of this Section 4), at a price per share
              less than
              the Warrant Price then in effect or without consideration, then the
              Warrant
              Price upon each such issuance shall be adjusted to the price equal
              to the
              consideration per share paid for such Additional Shares of Common
              Stock.

             

            (ii) For
              the
              period commencing on the two (2) year anniversary of the Original Issue
              Date and
              ending on the Termination Date, in the event the Issuer shall issue
              any
              Additional Shares of Common Stock (otherwise than as provided in the
              foregoing
              subsections (a) through (c) of this Section 4), at a price per share
              less than
              the Warrant Price then in effect or without consideration, then the
              Warrant
              Price then in effect shall multiplied by a fraction (a) the numerator
              of which
              shall be equal to the sum of (x) the number of shares of outstanding
              Common
              Stock immediately prior to the issuance of such Additional Shares of
              Common
              Stock plus (y) the number of shares of Common Stock (rounded to the
              nearest
              whole share) which the aggregate consideration for the total number
              of such
              Additional Shares of Common Stock so issued would purchase at a price
              per share
              equal to the Warrant Price then in effect and (b) the denominator of
              which shall
              be equal to the number of shares of outstanding Common Stock immediately
              after
              the issuance of such Additional Shares of Common Stock. For purposes
              of this
              Section, all shares of Common Stock issuable upon exercise of options
              outstanding immediately prior to such issue or upon conversion of Convertible
              Securities (as defined below) (including Series A Convertible Preferred
              Stock of
              the Company, par value $.001 per share) outstanding immediately prior
              to such
              issue are deemed outstanding. No adjustment of the number of shares
              of Common
              Stock for which this Warrant shall be exercisable shall be made pursuant
              to this
              Section 4(d)(ii) upon the issuance of any Additional Shares of Common
              Stock
              which are issued pursuant to the exercise of any Common Stock Equivalents,
              if
              any such adjustment shall previously have been made upon the issuance
              of such
              Common Stock Equivalents (or upon the issuance of any warrant or other
              rights
              therefor) pursuant to Section 4(e).

             

            (e) Issuance
              of Common Stock Equivalents.
              In the
              event the Issuer shall take a record of the holders of its Common Stock
              for the
              purpose of entitling them to receive a distribution of, or shall in
              any manner
              (whether directly or by assumption in a merger in which the Issuer
              is the
              surviving corporation) issue or sell, any Common Stock Equivalents,
              whether or
              not the rights to exchange or convert thereunder are immediately exercisable,
              and the price per share for which Common Stock is issuable upon such
              conversion
              or exchange shall be less than the Warrant Price in effect immediately
              prior to
              the time of such issue or sale, or if, after any such issuance of Common
              Stock
              Equivalents, the price per share for which Additional Shares of Common
              Stock may
              be issuable thereafter is amended or adjusted, and such price as so
              amended
              shall be less than the Warrant Price in effect at the time of such
              amendment or
              adjustment, then the Warrant Price then in effect shall be adjusted
              as provided
              in Section 4(d)(i) or (ii), as applicable. No further adjustments of
              the number
              of shares of Common Stock for which this Warrant is exercisable and
              the Warrant
              Price then in effect shall be made upon the actual issue of such Common
              Stock
              upon conversion or exchange of such Common Stock Equivalents.


            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            


             

            (f) Other
              Provisions Applicable to Adjustments under this Section.
              The
              following provisions shall be applicable to the making of adjustments
              of the
              number of shares of Common Stock for which this Warrant is exercisable
              and the
              Warrant Price then in effect provided for in this Section 4:

             

            (i) Computation
              of Consideration.
              To the
              extent that any Additional Shares of Common Stock or any Common Stock
              Equivalents (or any warrants or other rights therefor) shall be issued
              for cash
              consideration, the consideration received by the Issuer therefor shall
              be the
              amount of the cash received by the Issuer therefor, or, if such Additional
              Shares of Common Stock or Common Stock Equivalents are offered by the
              Issuer for
              subscription, the subscription price, or, if such Additional Shares
              of Common
              Stock or Common Stock Equivalents are sold to underwriters or dealers
              for public
              offering without a subscription offering, the initial public offering
              price (in
              any such case subtracting any amounts paid or receivable for accrued
              interest or
              accrued dividends and without taking into account any compensation,
              discounts or
              expenses paid or incurred by the Issuer for and in the underwriting
              of, or
              otherwise in connection with, the issuance thereof). In connection
              with any
              merger or consolidation in which the Issuer is the surviving corporation
              (other
              than any consolidation or merger in which the previously outstanding
              shares of
              Common Stock of the Issuer shall be changed to or exchanged for the
              stock or
              other securities of another corporation), the amount of consideration
              therefore
              shall be, deemed to be the fair value, as determined reasonably and
              in good
              faith by the Board, and acceptable to the Holder, of such portion of
              the assets
              and business of the nonsurviving corporation as the Board may determine
              to be
              attributable to such shares of Common Stock or Common Stock Equivalents,
              as the
              case may be. The consideration for any Additional Shares of Common
              Stock
              issuable pursuant to any warrants or other rights to subscribe for
              or purchase
              the same shall be the consideration received by the Issuer for issuing
              such
              warrants or other rights plus the additional consideration payable
              to the Issuer
              upon exercise of such warrants or other rights. The consideration for
              any
              Additional Shares of Common Stock issuable pursuant to the terms of
              any Common
              Stock Equivalents shall be the consideration received by the Issuer
              for issuing
              warrants or other rights to subscribe for or purchase such Common Stock
              Equivalents, plus the consideration paid or payable to the Issuer in
              respect of
              the subscription for or purchase of such Common Stock Equivalents,
              plus the
              additional consideration, if any, payable to the Issuer upon the exercise
              of the
              right of conversion or exchange in such Common Stock Equivalents. In
              the event
              of any consolidation or merger of the Issuer in which the Issuer is
              not the
              surviving corporation or in which the previously outstanding shares
              of Common
              Stock of the Issuer shall be changed into or exchanged for the stock
              or other
              securities of another corporation, or in the event of any sale of all
              or
              substantially all of the assets of the Issuer for stock or other securities
              of
              any corporation, the Issuer shall be deemed to have issued a number
              of shares of
              its Common Stock for stock or securities or other property of the other
              corporation computed on the basis of the actual exchange ratio on which
              the
              transaction was predicated, and for a consideration equal to the fair
              market
              value on the date of such transaction of all such stock or securities
              or other
              property of the other corporation. In the event any consideration received
              by
              the Issuer for any securities consists of property other than cash,
              the fair
              market value thereof at the time of issuance or as otherwise applicable
              shall be
              as determined in good faith by the Board. In the event Common Stock
              is issued
              with other shares or securities or other assets of the Issuer for consideration
              which covers both, the consideration computed as provided in this Section
              4(g)(i) shall be allocated among such securities and assets as determined
              in
              good faith by the Board.


            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            


             

            (ii) When
              Adjustments to Be Made.
              The
              adjustments required by this Section 4 shall be made whenever and as
              often as
              any specified event requiring an adjustment shall occur, except that
              any
              adjustment of the number of shares of Common Stock for which this Warrant
              is
              exercisable that would otherwise be required may be postponed (except
              in the
              case of a subdivision or combination of shares of the Common Stock,
              as provided
              for in Section 4(b)) up to, but not beyond the date of exercise if
              such
              adjustment either by itself or with other adjustments not previously
              made adds
              or subtracts less than one percent (1%) of the shares of Common Stock
              for which
              this Warrant is exercisable immediately prior to the making of such
              adjustment.
              Any adjustment representing a change of less than such minimum amount
              (except as
              aforesaid) which is postponed shall be carried forward and made as
              soon as such
              adjustment, together with other adjustments required by this Section
              4 and not
              previously made, would result in a minimum adjustment or on the date
              of
              exercise. For the purpose of any adjustment, any specified event shall
              be deemed
              to have occurred at the close of business on the date of its
              occurrence.

             

            (iii) Fractional
              Interests.
              In
              computing adjustments under this Section 4, fractional interests in
              Common Stock
              shall be taken into account to the nearest one one-hundredth (1/100th)
              of a
              share.

             

            (iv) When
              Adjustment Not Required.
              If the
              Issuer shall take a record of the holders of its Common Stock for the
              purpose of
              entitling them to receive a dividend or distribution or subscription
              or purchase
              rights and shall, thereafter and before the distribution to stockholders
              thereof, legally abandon its plan to pay or deliver such dividend,
              distribution,
              subscription or purchase rights, then thereafter no adjustment shall
              be required
              by reason of the taking of such record and any such adjustment previously
              made
              in respect thereof shall be rescinded and annulled.

             

            (g) Form
              of Warrant after Adjustments.
              The
              form of this Warrant need not be changed because of any adjustments
              in the
              Warrant Price or the number and kind of Securities purchasable upon
              the exercise
              of this Warrant.

             

            (h) Escrow
              of Warrant Stock.
              If
              after any property becomes distributable pursuant to this Section 4
              by reason of
              the taking of any record of the holders of Common Stock, but prior
              to the
              occurrence of the event for which such record is taken, and the Holder
              exercises
              this Warrant, any shares of Common Stock issuable upon exercise by
              reason of
              such adjustment shall be deemed the last shares of Common Stock for
              which this
              Warrant is exercised (notwithstanding any other provision to the contrary
              herein) and such shares or other property shall be held in escrow for
              the Holder
              by the Issuer to be issued to the Holder upon and to the extent that
              the event
              actually takes place, upon payment of the current Warrant Price. Notwithstanding
              any other provision to the contrary herein, if the event for which
              such record
              was taken fails to occur or is rescinded, then such escrowed shares
              shall be
              cancelled by the Issuer and escrowed property returned.


            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            


             

            5. Notice
              of Adjustments.
              Whenever the Warrant Price or Warrant Share Number shall be adjusted
              pursuant to
              Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
              the
              Issuer shall cause its Chief Financial Officer to prepare and execute
              a
              certificate 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
              made any
              determination hereunder), and the Warrant Price and Warrant Share Number
              after
              giving effect to such adjustment, and shall cause copies of such certificate
              to
              be delivered to the Holder of this Warrant promptly after each adjustment.
              Any
              dispute between the Issuer and the Holder of this Warrant with respect
              to the
              matters set forth in such certificate may at the option of the Holder
              of this
              Warrant be submitted to a national or regional accounting firm reasonably
              acceptable to the Issuer and the Holder (the “Independent
              Appraiser”),
              provided
              that the
              Issuer shall have ten (10) days after receipt of notice from such Holder
              of its
              selection of such firm to object thereto, in which case such Holder
              shall select
              another such firm and the Issuer shall have no such right of objection.
              The
              Independent Appraiser selected by the Holder of this Warrant as provided
              in the
              preceding sentence shall be instructed to deliver a written opinion
              as to such
              matters to the Issuer and such Holder within thirty (30) days after
              submission
              to it of such dispute. Such opinion shall be final and binding on the
              parties
              hereto. The reasonable expenses of the Independent Appraiser in making
              such
              determination shall be paid by the Issuer, in the event the Holder's
              calculation
              was correct, or by the Holder, in the event the Issuer’s calculation was
              correct, or equally by the Issuer and the Holder in the event that
              neither the
              Issuer's or the Holder's calculation was correct.

             

            6. Fractional
              Shares.
              No
              fractional shares of Warrant Stock will be issued in connection with
              any
              exercise hereof, but in lieu of such fractional shares, the Issuer
              shall round
              the number of shares to be issued upon exercise up to the nearest whole
              number
              of shares.

             

            7. Ownership
              Cap and Exercise Restriction.
              Notwithstanding anything to the contrary set forth in this Warrant,
              at no time
              may a Holder of this Warrant exercise this Warrant if the number of
              shares of
              Common Stock to be issued pursuant to such exercise would exceed, when
              aggregated with all other shares of Common Stock beneficially owned
              by such
              Holder at such time, the number of shares of Common Stock which would
              result in
              such Holder beneficially owning (as determined in accordance with Section
              13(d)
              of the Exchange Act and the rules thereunder) in excess of 4.99% of
              the then
              issued and outstanding shares of Common Stock; provided,
              however,
              that
              upon a holder of this Warrant providing the Issuer with sixty-one (61)
              days
              notice (pursuant to Section 13 hereof) (the “Waiver
              Notice”)
              that
              such Holder would like to waive this Section 7 with regard to any or
              all shares
              of Common Stock issuable upon exercise of this Warrant, this Section
              7 will be
              of no force or effect with regard to all or a portion of the Warrant
              referenced
              in the Waiver Notice; provided,
              further,
              that
              this provision shall be of no further force or effect during the sixty-one
              (61)
              days immediately preceding the expiration of the term of this
              Warrant.

             

            8. Registration
              Rights.
              The
              Holder of this Warrant is entitled to the benefit of certain registration
              rights
              with respect to the shares of Warrant Stock issuable upon the exercise
              of this
              Warrant pursuant to that certain Registration Rights Agreement, of
              even date
              herewith, by and among the Company and Persons listed on Schedule I
              thereto (the
“Registration
              Rights Agreement”)
              and
              the registration rights with respect to the shares of Warrant Stock
              issuable
              upon the exercise of this Warrant by any subsequent Holder may only
              be assigned
              in accordance with the terms and provisions of the Registrations Rights
              Agreement.


            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            


             

            9. Definitions.
              For the
              purposes of this Warrant, the following terms have the following
              meanings:

             

            “Additional
              Shares of Common Stock”
means
              all shares of Common Stock issued by the Issuer after the Original
              Issue Date,
              and all shares of Other Common, if any, issued by the Issuer after
              the Original
              Issue Date, except: (i) securities issued pursuant to a bona fide firm
              underwritten public offering of the Company’s securities, provided such
              underwritten public offering has been approved in advance by the holders
              of more
              than fifty percent (50%) of the then outstanding shares of Series A
              (the
“Majority
              Holders”),
              (ii)
              securities issued (other than for cash) in connection with a strategic
              merger,
              acquisition, or consolidation, provided that the issuance of such securities
              in
              connection with such strategic merger, acquisition, or consolidation
              has been
              approved in advance by the Majority Holders, (iii) securities issued
              pursuant to
              the conversion or exercise of convertible or exercisable securities
              issued or
              outstanding on or prior to the date of the Purchase Agreement or issued
              pursuant
              to the Purchase Agreement (so long as the conversion or exercise price
              in such
              securities are not amended to lower such price and/or adversely affect
              the
              Holders), (iv) the Warrant Stock, (v) securities issued in connection
              with bona
              fide strategic license agreements or other partnering arrangements
              so long as
              such issuances are not for the purpose of raising capital and provided
              that the
              issuance of such securities in connection with such bona fide strategic
              license
              agreements or other partnering arrangements has been approved in advance
              by the
              Majority Holders, (vi) Common Stock issued or the issuance or grants
              of options
              to purchase Common Stock pursuant to the Issuer’s equity incentive plans
              outstanding as they exist on the date of the Purchase Agreement, (vii)
              the
              issuance or grants of options to purchase Common Stock to employees,
              officers or
              directors of the Issuer pursuant to any equity incentive plan duly
              adopted by
              the Board or a committee thereof established for such purpose so long
              as such
              issuances in the aggregate do not exceed ten percent (10)% of the issued
              and
              outstanding shares of Common Stock as of the Original Issue Date and
              the
              specified price at which the options may be exercised is equal to or
              greater
              than the Per Share Market Value as of the date of such grant, and (viii)
              any
              warrants, shares of Common Stock or other securities issued to a placement
              agent
              and its designees for the transactions contemplated by the Purchase
              Agreement or
              in any other sales of the Issuer’s securities and any securities issued in
              connection with any financial advisory agreements of the Issuer and
              the shares
              of Common Stock issued upon exercise of any such warrants or conversions
              of any
              such other securities.

             

            “Articles
              of Incorporation”
means
              the Articles of Incorporation of the Issuer as in effect on the Original
              Issue
              Date, and as hereafter from time to time amended, modified, supplemented
              or
              restated in accordance with the terms hereof and thereof and pursuant
              to
              applicable law.


            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            


             

            “Board”
shall
              mean the Board of Directors of the Issuer.

             

            “Capital
              Stock”
means
              and includes (i) any and all shares, interests, participations or other
              equivalents of or interests in (however designated) corporate stock,
              including,
              without limitation, shares of preferred or preference stock, (ii) all
              partnership interests (whether general or limited) in any Person which
              is a
              partnership, (iii) all membership interests or limited liability company
              interests in any limited liability company, and (iv) all equity or
              ownership
              interests in any Person of any other type.

             

            “Common
              Stock”
means
              the Common Stock, $0.001 par value per share, of the Issuer and any
              other
              Capital Stock into which such stock may hereafter be changed.

             

            “Common
              Stock Equivalent”
means
              any Convertible Security or warrant, option or other right to subscribe
              for or
              purchase any Additional Shares of Common Stock or any Convertible
              Security.

             

            “Convertible
              Securities”
means
              evidences of Indebtedness, shares of Capital Stock or other Securities
              which are
              or may be at any time convertible into or exchangeable for Additional
              Shares of
              Common Stock. The term “Convertible Security” means one of the Convertible
              Securities.

             

            “Governmental
              Authority”
means
              any governmental, regulatory or self-regulatory entity, department,
              body,
              official, authority, commission, board, agency or instrumentality,
              whether
              federal, state or local, and whether domestic or foreign.

             

            “Holders”
mean
              the Persons who shall from time to time own any Warrant. The term “Holder” means
              one of the Holders.

             

            “Independent
              Appraiser”
means
              a
              nationally recognized or major regional investment banking firm or
              firm of
              independent certified public accountants of recognized standing (which
              may be
              the firm that regularly examines the financial statements of the Issuer)
              that is
              regularly engaged in the business of appraising the Capital Stock or
              assets of
              corporations or other entities as going concerns, and which is not
              affiliated
              with either the Issuer or the Holder of any Warrant.

             

            “Issuer”
means
              Victory Divide Mining Company, a Nevada corporation, and its
              successors.

             

            “Majority
              Holders”
means
              at any time the Holders of Warrants exercisable for a majority of the
              shares of
              Warrant Stock issuable under the Warrants at the time outstanding.

             

            “Original
              Issue Date”
means
              October 3, 2007.

             

            “OTC
              Bulletin Board”
means
              the over-the-counter electronic bulletin board.

             

            “Other
              Common”
means
              any other Capital Stock of the Issuer of any class which shall be authorized
              at
              any time after the date of this Warrant (other than Common Stock) and
              which
              shall have the right to participate in the distribution of earnings
              and assets
              of the Issuer without limitation as to amount.


            
              
                
                

              

              
                15

                
                  

                

              

              
                
                

              

            


             

            “Outstanding
              Common Stock”
means,
              at any given time, the aggregate amount of outstanding shares of Common
              Stock,
              assuming full exercise, conversion or exchange (as applicable) of all
              options,
              warrants and other Securities which are convertible into or exercisable
              or
              exchangeable for, and any right to subscribe for, shares of Common
              Stock that
              are outstanding at such time.

             

            “Person”
means
              an individual, corporation, limited liability company, partnership,
              joint stock
              company, trust, unincorporated organization, joint venture, Governmental
              Authority or other entity of whatever nature.

             

            “Per
              Share Market Value”
means
              on any particular date (a) the last closing price per share of the
              Common Stock
              on such date on the OTC Bulletin Board or another registered national
              stock
              exchange on which the Common Stock is then listed, or if there is no
              closing
              price on such date, then the closing bid price on such date, or if
              there is no
              closing bid price on such date, then the closing price on such exchange
              or
              quotation system on the date nearest preceding such date, or (b) if
              the Common
              Stock is not listed then on the OTC Bulletin Board or any registered
              national
              stock exchange, the last closing price for a share of Common Stock
              in the
              over-the-counter market, as reported by the OTC Bulletin Board or in
              the
              National Quotation Bureau Incorporated or similar organization or agency
              succeeding to its functions of reporting prices) at the close of business
              on
              such date, or if there is no closing price on such date, then the closing
              bid
              price on such date, or (c) if the Common Stock is not then reported
              by the OTC
              Bulletin Board or the National Quotation Bureau Incorporated (or similar
              organization or agency succeeding to its functions of reporting prices),
              then
              the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
              such date of determination, or (d) if the Common Stock is not then
              publicly
              traded the fair market value of a share of Common Stock as determined
              by an
              Independent Appraiser selected in good faith by the Majority Holders;
              provided,
              however,
              that
              the Issuer, after receipt of the determination by such Independent
              Appraiser,
              shall have the right to select an additional Independent Appraiser,
              in which
              case, the fair market value shall be equal to the average of the determinations
              by each such Independent Appraiser; and provided,
              further,
              that
              all determinations of the Per Share Market Value shall be appropriately
              adjusted
              for any stock dividends, stock splits or other similar transactions
              during such
              period. The determination of fair market value by an Independent Appraiser
              shall
              be based upon the fair market value of the Issuer determined on a going
              concern
              basis as between a willing buyer and a willing seller and taking into
              account
              all relevant factors determinative of value, and shall be final and
              binding on
              all parties. In determining the fair market value of any shares of
              Common Stock,
              no consideration shall be given to any restrictions on transfer of
              the Common
              Stock imposed by agreement or by federal or state securities laws,
              or to the
              existence or absence of, or any limitations on, voting rights.

             

            “Purchase
              Agreement”
means
              the Series A Convertible Preferred Stock Purchase Agreement dated as
              of October
              3, 2007, among the Issuer and the Purchasers.


            
              
                
                

              

              
                16

                
                  

                

              

              
                
                

              

            


             

            “Purchasers”
means
              the purchasers of the Series A Convertible Preferred Stock and the
              Warrants
              issued by the Issuer pursuant to the Purchase Agreement.

             

            “Securities”
means
              any debt or equity securities of the Issuer, whether now or hereafter
              authorized, any instrument convertible into or exchangeable for Securities
              or a
              Security, and any option, warrant or other right to purchase or acquire
              any
              Security. “Security” means one of the Securities.

             

            “Securities
              Act”
means
              the Securities Act of 1933, as amended, or any similar federal statute
              then in
              effect.

             

            “Subsidiary”
means
              any corporation at least 50% of whose outstanding Voting Stock shall
              at the time
              be owned directly or indirectly by the Issuer or by one or more of
              its
              Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

             

            “Term”
has
              the
              meaning specified in Section 1 hereof.

             

            “Trading
              Day”
means
              (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
              or (b)
              if the Common Stock is not traded on the OTC Bulletin Board, a day
              on which the
              Common Stock is quoted in the over-the-counter market as reported by
              the
              National Quotation Bureau Incorporated (or any similar organization
              or agency
              succeeding its functions of reporting prices); provided,
              however,
              that in
              the event that the Common Stock is not listed or quoted as set forth
              in (a) or
              (b) hereof, then Trading Day shall mean any day except Saturday, Sunday
              and any
              day which shall be a legal holiday or a day on which banking institutions
              in the
              State of New York are authorized or required by law or other government
              action
              to close.

             

            “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 Nasdaq Capital Market, the
              Nasdaq
              Global Market, the Nasdaq Global Select Market, the New York Stock
              Exchange or
              the OTC Bulletin Board.

             

            “Voting
              Stock”
means,
              as applied to the Capital Stock of any corporation, Capital Stock of
              any class
              or classes (however designated) having ordinary voting power for the
              election of
              a majority of the members of the Board of Directors (or other governing
              body) of
              such corporation, other than Capital Stock having such power only by
              reason of
              the happening of a contingency.

             

            “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,
              the daily volume weighted average price of the Common Stock for 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 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 most recent bid price per share
              of the
              Common Stock so reported; or (d) in all other cases, the fair market
              value of a
              share of Common Stock as determined by an independent appraiser selected
              in good
              faith by the Holders of a majority in interest of the Warrants then
              outstanding
              and reasonably acceptable to the Company, the fees and expenses of
              which shall
              be paid by the Company.


            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

            


             

            “Warrants”
means
              the Warrants issued and sold pursuant to the Purchase Agreement, including,
              without limitation, this Warrant, and any other warrants of like tenor
              issued in
              substitution or exchange for any thereof pursuant to the provisions
              of Section
              2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

             

            “Warrant
              Price”
              initially means $3.03, as such price may be adjusted from time to time
              as shall
              result from the adjustments specified in this Warrant, including Section
              4
              hereto.

             

            “Warrant
              Share Number”
means
              at any time the aggregate number of shares of Warrant Stock which may
              at such
              time be purchased upon exercise of this Warrant, after giving effect
              to all
              prior adjustments and increases to such number made or required to
              be made under
              the terms hereof.

             

            “Warrant
              Stock”
means
              Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
              issuable pursuant to any Warrant or Warrants.

             

            10. Other
              Notices.
              In case
              at any time:

             

            (a) the
              Issuer shall make any distributions to the holders of Common Stock;
              or

             

            (b) the
              Issuer shall authorize the granting to all holders of its Common Stock
              of rights
              to subscribe for or purchase any shares of Capital Stock of any class
              or other
              rights; or

             

            (c) there
              shall be any reclassification of the Capital Stock of the Issuer;
              or

             

            (d) there
              shall be any capital reorganization by the Issuer; or

             

            (e) there
              shall be any (i) consolidation or merger involving the Issuer or (ii)
              sale,
              transfer or other disposition of all or substantially all of the Issuer’s
              property, assets or business (except a merger or other reorganization
              in which
              the Issuer shall be the surviving corporation and its shares of Capital
              Stock
              shall continue to be outstanding and unchanged and except a consolidation,
              merger, sale, transfer or other disposition involving a wholly-owned
              Subsidiary); or

             

            (f) there
              shall be a voluntary or involuntary dissolution, liquidation or winding-up
              of
              the Issuer or any partial liquidation of the Issuer or distribution
              to holders
              of Common Stock;

             

            then,
              in
              each of such cases, the Issuer shall give written notice to the Holder
              of the
              date on which (i) the books of the Issuer shall close or a record shall
              be taken
              for such dividend, distribution or subscription rights or (ii) such
              reorganization, reclassification, consolidation, merger, disposition,
              dissolution, liquidation or winding-up, as the case may be, shall take
              place.
              Such notice also shall specify the date as of which the holders of
              Common Stock
              of record shall participate in such dividend, distribution or subscription
              rights, or shall be entitled to exchange their certificates for Common
              Stock for
              securities or other property deliverable upon such reorganization,
              reclassification, consolidation, merger, disposition, dissolution,
              liquidation
              or winding-up, as the case may be. Such notice shall be given at least
              twenty
              (20) days prior to the action in question and not less than ten (10)
              days prior
              to the record date or the date on which the Issuer’s transfer books are closed
              in respect thereto. This Warrant entitles the Holder to receive copies
              of all
              financial and other information distributed or required to be distributed
              to the
              holders of the Common Stock.


            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

            


             

            11. Amendment
              and Waiver.
              Any
              term, covenant, agreement or condition in this Warrant may be amended,
              or
              compliance therewith may be waived (either generally or in a particular
              instance
              and either retroactively or prospectively), by a written instrument
              or written
              instruments executed by the Issuer and the Majority Holders; provided,
              however,
              that no
              such amendment or waiver shall reduce the Warrant Share Number, increase
              the
              Warrant Price, shorten the period during which this Warrant may be
              exercised or
              modify any provision of this Section 11 without the consent of the
              Holder of
              this Warrant. No consideration shall be offered or paid to any person
              to amend
              or consent to a waiver or modification of any provision of this Warrant
              unless
              the same consideration is also offered to all holders of the
              Warrants.

             

            12. Governing
              Law; Jurisdiction.
              This
              Warrant shall be governed by and construed in accordance with the internal
              laws
              of the State of New York, without giving effect to any of the conflicts
              of law
              principles which would result in the application of the substantive
              law of
              another jurisdiction. This Warrant shall not be interpreted or construed
              with
              any presumption against the party causing this Warrant to be drafted.
              The Issuer
              and the Holder agree that venue for any dispute arising under this
              Warrant will
              lie exclusively in the state or federal courts located in New York
              County, New
              York, and the parties irrevocably waive any right to raise forum non
              conveniens
              or any other argument that New York is not the proper venue. The Issuer
              and the
              Holder irrevocably consent to personal jurisdiction in the state and
              federal
              courts of the state of New York. The Issuer and the Holder consent
              to process
              being served in any such suit, action or proceeding by mailing a copy
              thereof to
              such party at the address in effect for notices to it under this Warrant
              and
              agree that such service shall constitute good and sufficient service
              of process
              and notice thereof. Nothing in this Section 12 shall affect or limit
              any right
              to serve process in any other manner permitted by law. The Issuer and
              the Holder
              hereby agree that the prevailing party in any suit, action or proceeding
              arising
              out of or relating to this Warrant or the Purchase Agreement, shall
              be entitled
              to reimbursement for reasonable legal fees from the non-prevailing
              party. The
              parties hereby waive all rights to a trial by jury.

             

            13. Notices.
              All
              notices, demands, consents, requests, instructions and other communications
              to
              be given or delivered or permitted under or by reason of the provisions
              of this
              Agreement or in connection with the transactions contemplated hereby
              shall be in
              writing and shall be deemed to be delivered and received by the intended
              recipient as follows: (i) if personally delivered, on the business
              day of such
              delivery (as evidenced by the receipt of the personal delivery service),
              (ii) if
              mailed certified or registered mail return receipt requested, two (2)
              business
              days after being mailed, (iii) if delivered by overnight courier (with
              all
              charges having been prepaid), on the business day of such delivery
              (as evidenced
              by the receipt of the overnight courier service of recognized standing),
              or (iv)
              if delivered by facsimile transmission, on the business day of such
              delivery if
              sent by 6:00 p.m. in the time zone of the recipient, or if sent after
              that time,
              on the next succeeding business day (as evidenced by the printed confirmation
              of
              delivery generated by the sending party’s telecopier machine). If any notice,
              demand, consent, request, instruction or other communication cannot
              be delivered
              because of a changed address of which no notice was given (in accordance
              with
              this Section 13), or the refusal to accept same, the notice, demand,
              consent,
              request, instruction or other communication shall be deemed received
              on the
              second business day the notice is sent (as evidenced by a sworn affidavit
              of the
              sender). All such notices, demands, consents, requests, instructions
              and other
              communications will be sent to the following addresses or facsimile
              numbers as
              applicable.


            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            


             

            


            
              	
                      If
                        to the Issuer: 

                       

                    	
                      Victory
                        Divide Mining Company

                      c/o
                        Heilongjiang Yanglin Soybean Group

                      No.
                        99 Fanrong Street 

                      Jixian
                        Town Heilongjiang 

                      People’s
                        Republic of China 155900  

                      Tel:
                        86-469-467-8077

                      Fax:
                        86-469-469-3000 

                    
	 	 
	
                      with
                        copies (which copies

                      shall
                        not constitute notice)

                      to:

                    	
                      Guzov
                        Ofsink, LLC

                      600
                        Madison Avenue, 14th Floor

                      New
                        York, New York 10022

                      Attention:
                        Darren Ofsink

                      Tel.
                        No.: (212) 371-8008, ext. 127

                      Fax
                        No.: (212) 688-7273

                    
	 	 
	
                      If
                        to any Holder:

                    	
                      At
                        the address of such Holder set forth on Exhibit A to this
                        Agreement, with
                        copies to Holder’s counsel as set forth on Exhibit A or as specified in
                        writing by such Holder with copies to:

                    
	 	 
	
                      with
                        copies (which copies

                      shall
                        not constitute notice)

                      to:

                    	
                      Loeb
                        & Loeb LLP

                      345
                        Park Avenue

                      New
                        York, NY 10154

                      Attn:
                        Mitchell Nussbaum

                      Facsimile:
                        212-407-4000 

                    


            

             

            Any
              party
              hereto may from time to time change its address for notices by giving
              at least
              ten (10) days written notice of such changed address to the other party
              hereto.

             

            14. Warrant
              Agent.
              The
              Issuer may, by written notice to the Holder of this Warrant, appoint
              an agent
              having an office in New York, New York for the purpose of issuing shares
              of
              Warrant Stock on the exercise of this Warrant pursuant to subsection
              (b) of
              Section 2 hereof, exchanging this Warrant pursuant to subsection (d)
              of Section
              2 hereof or replacing this Warrant pursuant to subsection (d) of Section
              3
              hereof, or any of the foregoing, and thereafter any such issuance,
              exchange or
              replacement, as the case may be, shall be made at such office by such
              agent.


            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            


             

            15. Remedies.
              The
              Issuer stipulates that the remedies at law of the Holder of this Warrant
              in the
              event of any default or threatened default by the Issuer in the performance
              of
              or compliance with any of the terms of this Warrant are not and will
              not be
              adequate and that, to the fullest extent permitted by law, such terms
              may be
              specifically enforced by a decree for the specific performance of any
              agreement
              contained herein or by an injunction against a violation of any of
              the terms
              hereof or otherwise.

             

            16. Successors
              and Assigns.
              This
              Warrant and the rights evidenced hereby shall inure to the benefit
              of and be
              binding upon the successors and assigns of the Issuer, the Holder hereof
              and (to
              the extent provided herein) the Holders of Warrant Stock issued pursuant
              hereto,
              and shall be enforceable by any such Holder or Holder of Warrant
              Stock.

             

            17. Modification
              and Severability.
              If, in
              any action before any court or agency legally empowered to enforce
              any provision
              contained herein, any provision hereof is found to be unenforceable,
              then such
              provision shall be deemed modified to the extent necessary to make
              it
              enforceable by such court or agency. If any such provision is not enforceable
              as
              set forth in the preceding sentence, the unenforceability of such provision
              shall not affect the other provisions of this Warrant, but this Warrant
              shall be
              construed as if such unenforceable provision had never been contained
              herein.

             

            18. Headings.
              The
              headings of the Sections of this Warrant are for convenience of reference
              only
              and shall not, for any purpose, be deemed a part of this Warrant.

             

            [REMAINDER
              OF PAGE INTENTIONALLY LEFT BLANK]


            
              
                
                

              

              
                21

                
                  

                

              

              
                
                

              

            


             

            IN
              WITNESS WHEREOF, the Issuer has executed this Series C Warrant as of
              the day and
              year first above written.

             

            VICTORY
              DIVIDE MINING COMPANY

             

            By:
              __/s/
              Shulin Liu_________

            Name:
              Shulin Liu

            Title:
              Chief Executive Officer


            
              
                
                

              

              
                22

                
                  

                

              

              
                
                

              

            


             

            EXERCISE
              FORM

             

            SERIES
              C
              WARRANT

             

            VICTORY
              DIVIDE MINING COMPANY

             

            The
              undersigned _______________, pursuant to the provisions of the within
              Warrant,
              hereby elects to purchase _____ shares of Common Stock of
              ________________________________ covered by the within Warrant.

            
              
                
                  
                    	 	 	 	 	 
	
                            Dated:
                              

                          	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                            Address

                          	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                  

                

              

            

            Number
              of
              shares of Common Stock beneficially owned or deemed beneficially owned
              by the
              Holder on the date of Exercise: _________________________

             

            The
              undersigned is an “accredited investor” as defined in Regulation D under the
              Securities Act of 1933, as amended.

             

            The
              undersigned intends that payment of the Warrant Price shall be made
              as (check
              one):

             

            Cash
              Exercise_______

             

            Cashless
              Exercise_______

             

            If
              the
              Holder has elected a Cash Exercise, the Holder shall pay the sum of
              $________ by
              certified or official bank check (or via wire transfer) to the Issuer
              in
              accordance with the terms of the Warrant.

             

            If
              the
              Holder has elected a Cashless Exercise, a certificate shall be issued
              to the
              Holder for the number of shares equal to the whole number portion of
              the product
              of the calculation set forth below, which is ___________. The Company
              shall pay
              a cash adjustment in respect of the fractional portion of the product
              of the
              calculation set forth below in an amount equal to the product of the
              fractional
              portion of such product and the Per Share Market Value on the date
              of exercise,
              which product is ____________.

             

            X
              = Y -
(A)(Y)

            B

             

            Where:

             

            The
              number of shares of Common Stock to be issued to the Holder
              __________________(“X”).


            
              
                
                

              

              
                23

                
                  

                

              

              
                
                

              

            


             

            The
              number of shares of Common Stock purchasable upon exercise of all of
              the Warrant
              or, if only a portion of the Warrant is being exercised, the portion
              of the
              Warrant being exercised ___________________________ (“Y”).

             

            The
              Warrant Price ______________ (“A”).

             

            The
              Per
              Share Market Value of one share of Common Stock _______________________
              (“B”).

             

            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 corporation.

            
              
                
                  
                    	 	 	 	 	 
	
                            Dated:
                              

                          	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                            Address

                          	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                  

                

              

            

            PARTIAL
              ASSIGNMENT

             

            FOR
              VALUE
              RECEIVED, _________________ hereby sells, assigns and transfers unto
              __________________ the right to purchase _________ shares of Warrant
              Stock
              evidenced by the within Warrant together with all rights therein, and
              does
              irrevocably constitute and appoint ___________________, attorney, to
              transfer
              that part of the said Warrant on the books of the within named
              corporation.

               


            
              
                
                  
                    	
                            Dated:
                              

                          	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                            Address

                          	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                  

                

              

            

            FOR
              USE
              BY THE ISSUER ONLY:

             

            This
              Warrant No. W-___ canceled (or transferred or exchanged) this _____
              day of
              ___________, _____, shares of Common Stock issued therefor in the name
              of
              _______________, Warrant No. W-_____ issued for ____ shares of Common
              Stock in
              the name of _______________.


            
              
                
                

              

              
                24