Exhibit
10.9


WARRANT TO PURCHASE COMMON STOCK


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED.  NEITHER THE WARRANT
NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


Issuer:  National Storm Management, Inc.


Class
of Stock:  Common


Issue
Date:  May 25, 2007


Expiration
Date:  May 25, 2010 (as the same may be
adjusted as provided in Section 1.6)


 


National Storm Management, Inc., a Nevada corporation (the “Company”)
hereby grants to La Jolla Cove Investors, Inc. (the “Holder”) the right
to purchase up to 20,000,000 shares of the Company’s Common Stock (the “Warrant
Shares”).  This Warrant shall expire
and the Holder shall no longer be able to purchase the Warrant Shares on the
Expiration Date.


 


This Warrant is being issued on the date hereof in an exchange by the
issuer with its existing securityholders exclusively where no commission or
other remuneration is paid or given directly or indirectly for soliciting such
exchange.  As such, it is exempt from
registration under Section 3(a) (9) of the Securities Act of 1933, as amended
(the “Act”).  For purposes of Rule
144 promulgated under the Act (“Rule 144”), the holding period hereof is
deemed to have commenced on May 19, 2006, the date of issuance of the Warrant
for which this Warrant is being exchanged.


ARTICLE 1

EXERCISE AND EXPIRATION


 


1.1           Method of
Exercise.  The Holder may exercise
this Warrant by delivering a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 to the principal office of the Company,
along with a check payable to the Company for the aggregate Exercise Price for
the Warrant Shares being purchased.


 


1.2           Delivery of
Certificate and New Warrant Delivery of Certificate and New Warrant.  As promptly as practicable after the receipt
of the Notice of Exercise, but in any event not more than three (3) Business
Days after the Company’s receipt of the Notice of Exercise, the Company shall
issue the Warrant Shares and cause to be mailed for delivery by overnight
courier, or if a Registration Statement covering the Warrant Shares has been
declared effective by the SEC, cause to be electronically transferred, to the
Holder a certificate representing the Warrant Shares acquired and, if this Warrant
has not been fully exercised and has not expired, a new Warrant substantially
in the form of this Warrant representing the right to acquire the portion of
the Warrant Shares not so acquired.


 


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1.3           Replacement of
Warrants.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this warrant and, in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company or, in the case of mutilation, or surrender and cancellation of
this warrant, the Company at its expense shall execute and deliver, in lieu of
this warrant, a new warrant of like tenor.


 


1.4           Exercise Price.  The Exercise Price for the Warrant Shares
shall be (i) the greater of: (a) $0.0001 per share, or (b) 80% of the average
of the five lowest volumes weighted average prices of the Company’s Common
Stock during the twenty trading days prior to the date of exercise, less (ii)
$0.025 per Warrant Share.


 


1.5           Cashless Exercise.  Notwithstanding anything to the contrary
contained in this Warrant, if, on July 1, 2007, a Registration Statement on
Form SB-2 under the Act is not then in effect, then from and after such date
this Warrant may be exercised, in whole or in part, by presentation and
surrender of this Warrant to the Company at its principal executive offices
with a written notice of the Holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof ( a “Cashless
Exercise”).  In the event of a
Cashless Exercise, in lieu of paying the Exercise Price in cash, the Holder
shall surrender this Warrant for that number of shares of Common Stock
determined by multiplying the number of Warrant Shares to which it otherwise
would be entitled by a fraction, the numerator of which shall be the difference
between the then-current market price per share of the Common Stock and the
Exercise Price, and the denominator or which shall be the then-current market
price per share of Common Stock.


 


1.6           Expiration Date.  Unless adjusted as provided in the following
sentence, the Expiration Date of this Warrant shall be May           ,
2010.  Notwithstanding the above, for
every calendar day from the date of issuance of this Warrant through May 19,
2008 on which there shall not be deemed to be available adequate public
information with respect to the Company, as provided in section (c) (1) or (2)
of Rule 144, then the Expiration Date shall be extended by one day.


 


ARTICLE 2

ADJUSTMENT TO THE WARRANT SHARES


 


The number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment form time to time
upon the occurrence of certain events, as follows:


 


 2.1          Reclassification.  In case of any reclassification or change of
outstanding securities of the class issuable upon exercise of this Warrant
then, and in any such case, the Holder, upon the exercise hereof at any time
after the consummation of such reclassification or change, shall be entitled to
receive in lieu of each Warrant Share theretofore issuable upon exercise of
this Warrant, the kind and amount of shares of stock, other securities, money
and/or property received upon such reclassification or change by a holder of
one share.  The provisions of this
Section 2.1 shall similarly apply to successive reclassifications or changes.


 


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 2.2          Subdivision
or Combination of Shares.  If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its shares, the Exercise Price shall be proportionately
decreased in the case of a subdivision or increased in the case of a
combination.


 2.3          Stock
Dividends.  If the Company, at any
time while this Warrant is outstanding shall pay a dividend with respect to its
shares payable in shares, or make any other distribution of shares with respect
to shares (except any distribution provided for in Section 2.1 and Section 2.2
above), then the Exercise Price shall be adjusted, effective from and after the
date of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Exercise Price in
effect immediately prior to such date of determination by a fraction, (a) the
numerator of which shall be the total number of shares outstanding immediately
prior to such dividend or distribution, and (b) the denominator of which shall
be the total number of shares outstanding immediately after such dividend or
distribution.


 2.4          Non-Cash
Dividends.  If the Company at any
time while this Warrant is outstanding shall pay a dividend with respect to
shares payable in securities other than shares or other non-cash property, or
make any other distribution of such securities or property with .respect to
shares (except any distribution specifically provided for in Section 2.1 and
Section 2.2 above), then this Warrant shall represent the right to acquire upon
exercise of this Warrant such securities or property which a holder of shares
would have been entitled to receive upon such dividend or distribution, without
the payment by the Holder of any additional consideration for such securities
or property.


 2.5          Effect
of Reorganization and Asset Sales. 
If any (i) reorganization or reclassification of the Common Stock (ii)
consolidation or merger of the Company with or into another corporation, or
(iii) sale or all or substantially all of the Company’s operating assets to
another corporation followed by a liquidation of the Company (any such
transaction shall be referred to herein as an “Event”), is effected in
such a way that holders of Common Stock are entitled to receive securities
and/or assets as a result of their Common Stock ownership, the Holder, upon
exercise of this Warrant, shall be entitled to receive such shares of stock,
securities or assets which the Holder would have received had it fully
exercised this Warrant on or prior to the record date for such Event.  The Company shall not merge into or
consolidate with another corporation or sell all of its assets to another
corporation for a consideration consisting primarily of securities of such
corporation, unless the successor or acquiring corporation, as the case may be,
shall expressly assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed or observed by
the Company and all of the obligations and liabilities hereunder, subject to
such modification as shall be necessary to provide for adjustments which shall
be as nearly equivalent as practicable to the adjustments provided for in this
Section 2.  The foregoing provisions
shall similarly apply to successive mergers, consolidations or sales of assets.


 2.6          Adjustment
of Number of Shares.  Upon each
adjustment in the Exercise Price, the number of Warrant Shares shall be
adjusted, to the nearest whole share, to the product obtained by multiplying
the number of Warrant Shares purchasable immediately prior to such 


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adjustment by a fraction (a) the numerator of
which shall be the Exercise Price prior to the adjustment and (b) the
denominator of which shall be the Exercise Price immediately thereafter.


 2.7          No
Impairment.  The Company shall not,
by amendment of its charter documents or through a reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed under this Warrant by the Company,
but shall at all times in good faith assist in carrying out all of the
provisions of this Warrant and in taking all such action as may be reasonably
necessary or appropriate to protect the Holder’s rights hereunder against
impairment.  If the Company takes any
action affecting its Common Stock other than as described above that adversely
affects the Holder’s rights under this Warrant, the Exercise Price shall be
adjusted downward and the number of Warrant Shares issuable upon exercise of
this Warrant shall be adjusted upward in such a manner that the aggregate
Exercise Price of this Warrant is unchanged.


 2.8          Fractional
Shares.  No fractional Warrant Shares
shall be issuable upon the exercise of this Warrant, and the number of Warrant
Shares to be issued shall be rounded down to the nearest whole share.


 2.9          Certificate
as to Adjustments.  Upon any adjustment
of the Exercise Price, the Company, at its expense, shall compute such
adjustment and furnish the Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment
is based.  The Company shall, upon
written request, furnish the Holder a certificate setting forth the Exercise
Price in effect upon the date thereof and the series of adjustments leading to
such Exercise Price.


2.10         No Rights of Shareholders.  This Warrant does not entitle the Holder to
any voting rights or any other rights as a shareholder of the Company prior to
the exercise of the Holder’s right to purchase Warrant Shares as provided
herein.


 


ARTICLE 3

REPRESENTATIONS AND COVENANTS OF THE COMPANY


 


 3.1          Representations
and Warranties.  The Company hereby
represents and warrants to the Holder that all Warrant Shares which may be
issued upon the exercise of the purchase right represented by this Warrant,
shall, upon issuance, be duly authorized, validly issued, fully paid and nonasessable,
and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities laws.


 3.2          Notice
of Certain Events.  If the Company
proposes at any time (a) to declare any dividend or distribution upon its
Common Stock, whether in cash, property, stock, or other securities and whether
or not a regular cash dividend; (b) to offer for subscription pro rata to the
holders of any class or series of its stock any additional shares of stock of
any class or series or other fights; (c) to effect any reclassification or
recapitalization of Common Stock; (d) to merge or consolidate with or into any
other corporation, or sell, lease, license, or convey all or substantially all
of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of 


 


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registration rights the opportunity to
participate in an underwritten public offering of the Company’s securities for
cash, then, in connection with each such event, the Company shall give the
Holder (1) at least 20 days prior written notice of the date on which a record
will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of Common Stock will be entitled
thereto) or for determining rights to vote, if any, in respect of the matters
referred to in (c) and (d) above; (2) in the case of the matters referred to in
(c) and (d) above at least 20 days prior written notice of the date when the same
will take place (and specifying the date on which the holders of Common Stock
will be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above, the same notice as is given to the holders
of such Registration Rights.


 3.3          Information
Rights.  So long as the Holder holds
this Warrant, the Company shall deliver to the Holder (a) promptly after
mailing, copies of all notices or other written communications to the
shareholders of the Company, (b) promptly upon their availability, the annual
audited financial statements of the Company certified by independent public
accountants of recognized standing, and (c) within forty-five (45) days after
the end of each fiscal quarter, the Company’s quarterly, unaudited financial
statements.


 3.4          Reservation
of Warrant Shares.  The Company has
reserved and will keep available, out of the authorized and unissued shares of
Common Stock, the full number of shares sufficient to provide for the exercise
of the rights of purchase represented by this Warrant.


ARTICLE 4

REPRESENTATIONS AND COVENANTS OF THE HOLDER


 


 4.1          Private
Issue.  The Holder understands (i)
that the Warrant Shares issuable upon exercise of the Holder’s rights contained
in the Warrant are not registered under the Act or qualified under applicable
state securities laws on the ground that the issuance contemplated by the
Warrant will be exempt from the registration and qualifications requirements
thereof, and (ii) that the Company’s reliance on such exemption is predicated
on the Holder’s representations set forth in this Article 4.


 4.2          Financial
Risk.  The Holder has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment and has the ability to bear the economic
risks of its investment.


4.3           Accredited Investor.  The Holder is an “accredited investor,” as
such term is defined in Regulation D promulgated pursuant to the Act.


ARTICLE  5

MISCELLANEOUS


 


 5.1          Transfer
Procedure.  The Holder shall have the
right without the consent of the Company to transfer or assign in whole or in
part this Warrant and the Warrant Shares issuable upon exercise of this
Warrant.  The Holder agrees that unless
there is in effect a registration statement under the Securities Act covering
the proposed transfer of all or part of this Warrant or 


 


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any Warrant Shares, prior to any such
proposed transfer the Holder shall give written notice thereof to the Company
(a “Transfer Notice”).  Each
Transfer Notice shall describe the manner and circumstances of the proposed
transfer in reasonable detail and, if the company so requests, shall be
accompanied by an opinion of legal counsel, in a form reasonably satisfactory
to the Company, to the effect that the proposed transfer may be effected
without registration under the Act; provided that the Company will not require
opinions of counsel for transactions involving transfers to affiliates or
pursuant to Rule 144, except in unusual circumstances.  At any time and from time to time, at the
request of the Holder or the transferee of this Warrant or any Warrant Shares, the
Company shall issue to such person and to the Company’s Transfer Agent a
written confirmation that this Warrant or any Warrant Shares have been
transferred and that such transfer is recognized on the books and records of
the Company.


5.2           Notices,
etc.  All notices and other
communications required or permitted

hereunder shall be in writing and shall be delivered personally, or sent by
telecopier machine or by a nationally recognized overnight courier service, and
shall be deemed given when so delivered personally, or by telecopier machine or
overnight courier service as follows:


 


To
the Company:


 


National
Storm Management, Inc.


999
N.  Main Street, Suite 202


Glen
Ellyn, Illinois 60137


Telephone:  630-469-7683


Facsimile:  630-446-4400


 


To
the Holder:


 


La
Jolla Cove Investors, Inc.


7817
Herschel Avenue, Suite 200


La
Jolla, CA 92037


Telephone:  858-551-8789


Facsimile:  858-551-8779


 


The Company or the Holder may change the
foregoing address by notice given pursuant to this Section.


 


 5.3          Waiver.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.


 


 5.4          Attorneys Fees.  In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party
all costs incurred in such dispute, including reasonable attorneys fees.


 


 5.5          Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law.  Each of the parties consents to the
jurisdiction of the federal courts 


 


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whose districts encompass any part of the City of San Diego or the
state courts of the State of California sitting in the City of San Diego in
connection with any dispute arising under this Warrant and hereby waives, to
the maximum extent permitted by law, any objection including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.


 


 5.6          Remedies.  The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Holder, by
vitiating the intent and purpose of the transactions hereby.  Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Warrant will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Warrant, that the Holder shall be entitled,
in addition to all other available remedies at law or in equity, and in
addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing


any
breach of this Warrant and to enforce specifically the terms and provisions
hereof, without the necessity of showing economic loss and without any bond or
other security being required.


 


ARTICLE 6

EXERCISE  CAP


 


For a period commencing on the Issue Date and
ending upon the Expiration date, if and to the extent that, on any date, the
holding by the Bolder of this Warrant would result in the Holder’s being deemed
the beneficial owner of more than 9.99% of the than Outstanding shares of
Common Stock, than the Holder shall not have the right, and the Company shall
not have the obligation, to issue any Warrant Shares upon the exercise of any
portion of this Warrant as shall cause such Holder to be deemed the beneficial
owner of more than 9.99% of the then Outstanding shares of Common Stock.  “Outstanding” when used with reference
to Common Shares or Capital Shares (collectively, “Shares”) means, on
any date of determination, all issued and outstanding Shares.  “Capital Shares” means the Common
Stock and any other shares of any other class or series of capital stock,
whether now or hereafter authorized and however designated, which have the
right to participate in the distribution of earnings and assets (upon
dissolution, liquidation or winding-up) of the Company.  “Common Shares” or “Common Stock”
means shares of the Company’s Common Stock. “Subsidiary” means any
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are owned directly or indirectly by the Company.


 


	
  National
  Storm Management, Inc.

  	
  LaJolla
  Cove Investors, Inc.

  
	
  By:

  	
  /s/
  Terry Kiefer

  	
   

  	
  By:

  	
  /s/
  Travis Huff

  	
   

  
	
  Title:
  

  	
  Chief
  Executive Officer

  	
   

  	
  Title:
  

  	
  Portfolio
  Manager

  	
   

  



 


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APPENDIX I

NOTICE OF EXERCISE


 


The undersigned hereby elects to purchase            shares
(“Warrant Shares”) of the Common Stock of National Storm Management,
Inc. pursuant to the terms of the Warrant to Purchase Common Stock issued on
May 25, 2007 in favor of La Jolla Cove Investors, Inc., and tenders herewith
payment of $                                     ,
representing the purchase price in full for such Warrant Shares (the “Exercise
Price”).  If payment is made based on
the cashless exercise provisions of Section 1.5 of the Warrant, then the number
of Warrant Shares for which the Warrant may be exercised in the future shall be
reduced both by the number of Warrant Shares for which the Warrant is exercised
pursuant to this Notice of Exercise, as provided above, and


also
by                                               
Warrant Shares, which are being applied as the Exercise

Price therefor.


 


Please issue a certificate or certificates representing the number of
Warrant Shares being purchased as set forth above in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name and Address)

  	
   

  
	
   

  	
   

  
	
  The undersigned makes the
  representations and covenants set forth in Article 4 of the Warrant to
  Purchase Common Stock.

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  (Date)

  	
   

  



 


 


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