roi_ex102-71017.htm


    


    Exhibit
      10.2

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY
      STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
      TO
      REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF THESE SECURITIES
      MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
      ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
      WITH
      THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

    


    RHINO
      OUTDOOR INTERNATIONAL, INC.

    


            WARRANT
      FOR THE PURCHASE OF SHARES OF COMMON STOCK

    


    For
      Value
      Received, RHINO OUTDOOR INTERNATIONAL, INC., a Nevada corporation
      ("Company") hereby certifies that YAMABUGGY, LLC, a Delaware limited
      liability company ("Holder"), or assigns, is entitled, subject to the
      provisions of this Warrant, to purchase from the Company, at any time before
      5:00 p.m. (Pacific Time) on December 31, 2010, ( "Expiration Date"), up
      to Fifty Million (50,000,000) fully paid and nonassessable shares of Common
      Stock of the Company, subject to adjustment as hereinafter
      provided.  Holder may purchase such number of shares of Common Stock
      at a purchase price per share, as appropriately adjusted pursuant to Section
      6
      hereof, of $0.072 per share ("Exercise Price").  The Holder
      may purchase such number of shares of Common Stock equal the Exercise Price
      divided by the net revenues paid to the Company’s wholly-owned subsidiary,
      Yamabuggy Sales and Distribution, Inc. pursuant to the Sales and Distribution
      Agreement dated October 15, 2007. Notwithstanding the foregoing, Holder may,
      at
      any time and from time to time, following a “Trigger Event”, purchase the shares
      of Common Stock. The term “Trigger Event” shall refer to the sale of all or
      substantially all of the assets of the Company or any  merger or
      acquisition of the Company or any other business combination transaction to
      which the Company is a party. The term "Common Stock" shall mean the
      aforementioned Common Stock of the Company, together with any other equity
      securities that may be issued by the Company in addition thereto or in
      substitution therefor as provided herein.

    


    The
      number of shares of Common Stock to be received upon the exercise of this
      Warrant and the price to be paid for a share of Common Stock are subject to
      adjustment from time to time as hereinafter set forth.  The shares of
      Common Stock deliverable upon such exercise, as adjusted from time to time,
      are
      hereinafter sometimes referred to as "Warrant Shares".

    


    Section
      1.   EXERCISE OF WARRANT.

    


    This
      Warrant may be exercised in whole or in part, but in no more than three parts,
      on any business day prior to the Expiration Date by presentation and surrender
      hereof to the Company at its principal office at the address set forth in the
      initial paragraph hereof (or at such other address as the company may hereafter
      notify Holder in writing) with the Purchase Form annexed hereto duly executed
      and accompanied by proper payment of the Exercise Price in lawful money of
      the
      United States of America in  the form of a check, subject to
      collection, for the number of Warrant Shares specified in the Purchase
      Form.  If this Warrant should be exercised in part only, the Company
      shall, upon surrender of this Warrant, execute and deliver a new Warrant dated
      as of the date hereof and evidencing the rights of holder thereof to purchase
      the balance of the Warrant Shares purchasable
      hereunder.  

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Upon
      receipt by the Company of this Warrant and such Purchase Form, together with
      proper payment of the Exercise Price, at the principal office of the Company,
      Holder shall be deemed to be the holder of record of the Warrant Shares,
      notwithstanding that the stock transfer books of the Company shall then be
      closed or that certificates representing such Warrant Shares shall not then
      be
      actually delivered to Holder.

    


    In
      addition to and without limiting the
      rights of Holder under any other terms set forth herein, Holder shall have
      the
      right, upon written request by Holder delivered or transmitted to the Company
      together with this Warrant, to exchange this Warrant, in whole or in part
      at any time on or before the Expiration Date, for the number of shares if Common
      Stock of the Company having an aggregate current market price on the date of
      such exchange, determined as provided in Section 3 below,  equal to
      the difference between (a) the aggregate current market value on the date of
      such exchange, determined as previously set forth, of a number of Warrant Shares
      designated Holder ("Designated
      Shares"), and (b) the aggregate Exercise Price Holder would have paid to
      the Company to purchase the Designated Shares upon exercise of this
      Warrant.  Upon such exchange, the number of Warrant Shares purchasable
      upon exercise of this Warrant shall be reduced by the number of Designated
      Shares and, if a balance of purchasable Warrant Shares; provided, that no
      fractional shares shall be issuable upon such exchange, and if the number of
      shares of Common Stock determined in accordance with the foregoing formula
      is
      other than a whole number, the Company shall pay Holder an amount by check,
      determined in accordance with the provisions of Section 3.

    


    Section
      2.   RESERVATION OF SHARES.

    


    The
      Company hereby agrees that at all timer there shall be reserved for issuance
      and
      delivery upon exercise of this Warrant all shares of its Common Stock of other
      shares of capital stock of the Company from time to time issuable upon exercise
      of this Warrant.  All such shares shall be duly authorized and, when
      issued upon such exercise in accordance with the terms of this Warrant, shall
      be
      validly issued, fully paid and nonassessable, free and clear of all liens,
      security interests, charges and other encumbrances or restrictions on sale
      (other than as provided in the Company's certificate of incorporation and any
      restrictions on sale set forth herein or pursuant to applicable federal and
      state securities laws) and free and clear of all preemptive rights.

    


    Section
      3.   FRACTIONAL SHARES.

    


    The
      Company will not issue a fractional
      share of Common Stock upon exercise of a Warrant.  In lieu of the
      issuance of any such fractional shares, the Company shall make a cash payment
      equal to the then fair market value of the of such fractional shares as
      determined by the Board of Directors.

    


    Section
      4.   TRANSFERS; ASSIGNMENT OR LOSS OF WARRANT.

    


    (a)           Subject
      to the provisions of Section 9, this Warrant and all rights hereunder are
transferable
      in whole or in part by Holder and any successor transferee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b)           Subject
      to the provisions of Section 9, upon surrender of this Warrant to the Company
      or
      at the
      office of its stock transfer agent or warrant agent, with the Assignment Form
      annexed hereto duly
      executed and funds sufficient to pay any transfer tax, the Company shall,
      without charge, execute and
      deliver a new Warrant or Warrants dated as of the date hereof and registered
      in
      the name of the assignee
      named in such
      instrument of assignment (any such assignee will then be a "Holder"
      for purposes
      of this Warrant) and, if
      Holder's entire interest is not being assigned, in the name of
      the Holder,
      and this Warrant shall be promptly canceled.


    (c)           Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of this Warrant, (such as an affidavit of the registered Holder)
      and (in the case of loss, theft or destruction) of indemnification satisfactory
      to the Company, and upon surrender and cancellation of this Warrant, if
      mutilated, the Company shall execute and deliver a new Warrant of like tenor
      and
      date.  In the event that this Warrant is lost, stolen, destroyed or
      mutilated, Holder shall pay all reasonable attorney's fees and expense incurred
      by the Company in connection with the replacement of this Warrant and the
      issuance of a new Warrant.

    


    Section
      5.   RIGHTS OF HOLDER.

    


    Holder
      shall not, by virtue thereof, be
      entitled to any rights of a stockholder in the Company, either at law or equity,
      and the rights of Holder are limited to those expressed in this
      Warrant.  Nothing contained in this Warrant shall be construed as
      conferring upon Holder hereof the right to vote or to consent or to receive
      notice as a stockholder of the Company on any matters or with respect to any
      rights whatsoever as a stockholder of the Company.  No dividends or
      interest shall be payable or accrued in respect of this Warrant or the interest
      represented hereby or the Warrant Shares purchasable hereunder until, and only
      to the extent that, this Warrant shall have been exercised in accordance with
      its terms.

    


    Section
      6.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
      SHARES.

    


    The
      number and kind of securities
      purchasable upon the exercise of this Warrant and the Exercise Price shall
      be
      subject to adjustment from time to time upon the beginning of certain events,
      as
      follows:

    


    (a)           Adjustment
      for change in Capital Stock.  If at any time after the date hereof the
      Company:

    


    
      	
            	
              (i)

            	
              pays
                a dividend in Common Stock or makes a distribution on its Common
                Stock in
                shares of its Common Stock;

            


    

    


    
      	
            	
              (ii)

            	
              subdivides
                its outstanding shares of Common Stock into a greater number
                ofshares;

            


    

    


    
      	
            	
              (iii)

            	
              combines
                its outstanding shares of Common Stock into a smaller number
                ofshares;

            


    

    


    
      	
            	
              (iv)

            	
              makes
                a distribution on its Common Stock in shares of its capital stock
                other
                than Common Stock; or

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (v)

            	
              issues
                by reclassification, recapitalization or reorganization of this Common
                Stock or in exchange for its Common Stock any shares of its capital
                stock;
                then the Exercise Price in effect immediately prior to such action
                and the
                number and kind (if applicable) of securities purchasable upon exercise
                of
                this Warrant shall be adjusted so that Holder may receive upon exercise
                of
                this Warrant and payment of the same aggregate consideration the
                number of
                shares of capital stock of the Company which Holder would have owned
                immediately following such action if Holder had exercised this Warrant
                immediately prior to such action.  The adjustment shall become
                effective immediately after the record date in the case of a dividend
                or
                distribution and immediately after the effective date in the case
                of a
                subdivision, combination or
                reclassification.

            


    

    


    (b)           Minimum
      Adjustment.  All calculations under this Section 6 shall be made to
      the nearest cent or to the nearest share, as the case may be.

    


    (c)           Deferral
      of Issuance or Payment.  In any case which an event covered by this
      Section 6 shall require that an adjustment in the Exercise Price be made
      effective as of a record date, the Company may elect to defer until the
      occurrence of such event (i) issuing to Holder, if this Warrant is exercised
      after such record date, the shares of Common stock and other capital stock
      of
      the Company, if any, issuable upon such exercise on the basis of the Exercise
      Price in effect prior to such adjustment, and (ii) paying to Holder by check
      any
      amount in lieu of the issuance of fractional shares pursuant to Section
      3.

    


    (d)           When
      No Adjustment Required.  No adjustment shall be required for a change
      in the par value or no par value of the Common Stock.  To the extent
      this Warrant becomes exercisable into cash, no adjustment shall be required
      thereafter as to the cash, and interest will not accrue on the
      cash.

    


    (e)           Notice
      of Certain Actions.  In the event that:

    


    (i)           the
      Company shall authorize the issuance to all holders of its common Stock of
      rights, warrants, options or convertible securities to subscribe for or purchase
      shares of its Common Stock or of any other subscription rights, warrant options
      or convertible securities, or

    


    (ii)           the
      Company shall authorize the distribution to all holders of its Common Stock
      of
      evidences of its indebtedness or assets (other than dividends paid in or
      distributions of the Company's capital stock for which the Exercise Price shall
      have been adjusted pursuant to subsection (a) of this Section 6 or cash
      dividends or cash distributions payable out of consolidated current or retained
      earnings as shown on the books of the Company and paid in the ordinary course
      of
      business); or

    


    (iii)           the
      Company shall authorize any capital reorganization or reclassification of the
      Common Stock (other than a subdivision or combination of the outstanding Common
      Stock and other than a change in par value of the Common Stock) or any
      consolidation or merger to which the Company is a party and for which approval
      of any stockholders of the Company is required (other than a consolidation
      or
      merger in which the Company is the continuing corporation and that does not
      result in any reclassification or change of the Common Stock outstanding),
      or
      the conveyance or transfer of the properties and assets of the Company as an
      entirety or substantially as an entirety; or

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (iv)           the
      Company is the subject of a voluntary or involuntary dissolution, liquidation
      or
      winding-up procedure; or

    


    (v)           the
      Company proposes to take any action (other than actions of the character
      described in subsection (a) of this Section 6) that would require an adjustment
      of the Exercise Price pursuant to this Section 6; then the Company shall cause
      to be mailed by first-class mail to Holder, at least ten (10) days prior to
      the
      applicable record of effective date hereinafter specified, a notice stating
      (x)
      the date as of which the holders of Common Stock of record to be entitled to
      receive any such rights, warrants or distributions is expected to be made,
      or
      (y) the date on which any such consolidation, merger, conveyance, transfer,
      dissolution, liquidation or winding-up is expected to become effective, and
      the
      date as of which it is expected that holders of Common Stock of record shall
      be
      entitled to exchange their shares of Common Stock for securities or other
      property, if any, deliverable upon such reorganization, reclassification,
      consolidation, merger, conveyance, transfer, dissolution, liquidation, or
      winding-up; provided, however, that Holder shall make a best efforts attempt
      to
      respond to such notice (to the extent any such response is required or permitted
      hereunder or is reasonable requested by the Company) as early as possible after
      the receipt thereof .

    


    (vi)           No
      Adjustment After Exercise of Warrant.  no adjustments shall be made
      under any Section herein in connection with the issuance of Warrant Shares
      after
      exercise of this Warrant.

    


    Section
      7.   NOTICE OF ADJUSTMENT.

    


    Upon
      any adjustment of the Exercise
      Price or any increase or decrease in the number of shares of Common Stock
      purchasable upon the exercise of this Warrant, the Company shall give written
      notice thereof, by certified or registered mail, postage paid and return receipt
      requested, addressed to the registered Holder at the address of such Holder
      as
      shown on the books of the company.  The notice shall be signed by the
      Company's chief financial officer and shall state the Exercise Price resulting
      from such adjustment and the increase or decrease, if any, in the number of
      shares purchasable at such price upon the exercise of this Warrant, setting
      forth in reasonable detail the method of calculation and the facts upon which
      such calculation is based.

    


    


    Section
      8.   RECLASSIFICATION, REORGANIZATION, CONSOLIDATION,OR
      MERGER.

    


    In
      the event of any reclassification,
      capital reorganization or other change of outstanding shares of Common Stock
      of
      the Company (other than a subdivision or combination of the outstanding Common
      Stock and other than a change in the par value of the Common Stock) or in the
      event of any consolidation or merger of the Company with or into another
      corporation (other than a merger in which the Company is the continuing
      corporation and that does not result in any reclassification, capital
      reorganization or other change of outstanding shares of Common Stock of the
      class issuable upon exercise of this Warrant) or in the event of any sale,
      lease, transfer or conveyance to another corporation of the property and assets
      of the Company as an entirety or substantially as an entirety, the company
      shall, as a condition precedent to such transaction, cause effective provisions
      to be made so that Holder shall have the right thereafter, by exercising this
      Warrant, in lieu of the shares of the Common Stock of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented hereby, to purchase the kind and amount of shares of stock and
      other
      securities and property, including cash,  receivable upon such
      reclassification, capital reorganization and other change, consolidation,
      merger, sale or conveyance by a holder of the number of shares of Common Stock
      that might have been received upon exercise of this Warrant immediately prior
      to
      such reclassification, capital reorganization, change, consolidation, merger,
      sale or conveyance,; provided, however, that in the event (a) the value of
      the
      stock, securities or other assets or property, determined in good faith by
      the
      Board of Directors of the Company,  issuable or payable with respect
      to one share of the Common Stock of the Company immediately theretofore
      purchasable and receivable upon the exercise of the rights represented hereby
      is
      in excess of the Exercise Price hereof effective at the time of the merger
      (after giving effect to any adjustment in such Exercise Price required to be
      made under the terms of this Warrant), and (b) the securities received in such
      reorganization, if any, are publicly traded, then this Warrant shall expires
      unless exercised prior to the reorganization.  

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Any
      such
      provision shall include provisions for adjustments in respect of such shares
      of
      stock and other securities and property that shall be as nearly equivalent
      as
      may be practicable to adjustments provided for in this Warrant.  The
      foregoing provisions of this Section 8 shall similarly apply to successive
      consolidations, mergers, sales or conveyances.  In the event that in
      connection with any such capital reorganization or reclassification,
      consolidation, merger, sale or conveyance, additional shares of Common Stock
      shall be issued in exchange, conversion, substitution or payment, in whole
      or in
      part, for or of, a security of the Company other than Common Stock, any such
      issue shall be treated as an issue of Common Stock covered by the provisions
      of
      subsection (a) of Section 6.

    


    Section
      9.                                TRANSFER
      TO COMPLY WITH THE SECURITIES ACT OF 1933.

    


    This
      Warrant may not be exercised and
      neither this Warrant nor any of the Warrant Shares, nor any interest in either,
      may be offered, sold, assigned, pledged, hypothecated, encumbered or in any
      other manner transferred or disposed of, in whole or in part, except in
      compliance with United Stated federal and state securities of blue sky laws
      and
      the terms and conditions hereof.  Each Warrant shall bear a legend in
      substantially the same form as the legend set forth on the first page of this
      Warrant, unless at the time of exercise such Warrant Shares are acquired
      pursuant to a registration statement that has been declared effective under
      the
      Securities Act of 1933, as amended ("Securities Act"), and applicable
      blue sky laws, shall bear a legend substantially in the following
      form:

    


     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY
      STATE.   THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RELEASE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
      TO
      REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF SUBSTANCE
      SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
      IS
      IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

    


    Any
      certificate for any Warrant Shares
      issued at any time in exchange or substitution for any certificate for any
      Warrant Shares bearing such legend, except a new certificate for any Warrant
      Shares issued after the acquisition of such Warrant Shares pursuant to a
      registration statement that has been declared effective under the Securities
      Act,  shall also bear such legend unless, in the opinion of counsel
      for the Company, the Warrant Shares represented thereby need no longer be
      subject to the restriction contained herein.  The provisions of this
      Section 9 shall be binding upon all subsequent holders of certificate for
      Warrant Shares bearing the above legend and all subsequent holders of this
      Warrant, if any.

    


    Holder
      shall have incidental
      registration rights as to the Warrant Shares under the Securities Act of 1933
      at
      least as favorable as any other holder of such registration rights with the
      same
      number of shares of Common Stock as held by Holder.

    


     any
      tax which may be payable in respect of any transfer involved in the issuance
      and
      delivery of any certificates in a name other than that of the then Holder of
      the
      Warrant being exercised.

    


    Section
      10.   MODIFICATION AND WAIVER.

    


    Neither
      this Warrant nor any term
      hereof may be changed, waived, discharged or terminated other than by an
      instrument in writing signed by the Company by the Holder.

    


    Section
      11.   NOTICES.

    


    Unless
      otherwise specified herein, any
      notice, request or other document required or permitted to be given or delivered
      to Holder or the Company shall be given in writing and shall be deemed effective
      given (i) upon personal delivery to the party to be notified, (ii) three (3)
      days after deposit in the United States mail if sent by registered or certified
      mail, postage prepaid, or (iii) one (1) day after deposit with an overnight
      courier, specifying next day delivery, with written verification of
      receipt.  All communications shall be sent to Holder at its address as
      shown on the books of the Company, or to the company at the address indicated
      therefor in the first paragraph of this Warrant.

    


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Section
      12.   DESCRIPTIVE HEADINGS AND GOVERNING
      LAW.

    


     The
      descriptive headings of the
      several sections and paragraphs of this Warrant are inserted for convenience
      only and do not constitute a part of this Warrant.  This Warrant shall
      be construed and enforced in accordance with, and the rights of the parties
      shall be governed by, the laws of the State of Nevada, without regard to its
      conflicts of laws principles.

    


    Section
      13.   NO IMPAIRMENT.

    


    The
      Company will not, by amendment of
      its charter or through reorganization, consolidation, merger, dissolution,
      sale
      of assets or any other voluntary 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 action as may be necessary or appropriate in order to protect the rights
      of
      the holder of this Warrant against impairment.

    


    IN
      WITNESS WHEREOF, the Company has
      duly caused this Warrant to be signed by its duly authorized officer and to
      be
      dated as of October 15, 2007.

    


    


    COMPANY:

    


    RHINO
      OUTDOOR INTERNATIONAL, INC.

    


    By:
      /s/ HOWARD
      PEARL                                    


         Howard
      Pearl President and CEO

    


    


    HOLDER:

    


    YAMA
      BUGGY, LLC

    


    By:
      /s/ GREG
      ALEXANDER                                 


         Greg
      Alexander, President

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    PURCHASE
      FORM

    


    


    DATED:___________________

    


    The
      undersigned hereby irrevocably
      elects to exercise the within Warrant to purchase ______________ shares of
      Common Stock and hereby makes payment of $____________________________
      in payment of the exercise price thereof, together with all applicable transfer
      taxes, if any.

    


    In
      exercising its rights to purchase
      the Common Stock, the undersigned hereby confirms and acknowledges the
      investment representations and warranties made in Section 10 of the
      Warrant.

    


    Please
      issue a certificate or
      certificates representing said shares of Common Stock in the name of the
      undersigned or in such other names as specified below.

    


    Name:
      _____________________________

    


    Signature:
      __________________________

    


    Address:
      ___________________________

    


                     ___________________________

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ASSIGNMENT
      FORM

    


    


    DATED:______________________

    


    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers to
      ____________________________ (“Assignee”) its rights to purchase up to
      _________________ shares of Common Stock represented by this Warrant and does
      hereby irrevocably constitute and appoint______________________,as attorney
      in
      fact, to transfer the same on the books of the Company, with full power of
      substitution in the premises.

    


    


    ______________________________

    


    


    


    THE
      SIGNATURE TO THIS ASSIGNMENT FORM MUST CORRESPOND WITH THE NAME AS IT APPEARS
      ON
      THE FACE OF THE WARRANT WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
      WHATSOEVER. OFFICERS OF CORPORATIONS AND THOSE ACTING IN A FIDUCIARY OR OTHER
      REPRESENTATION CAPACITY SHOULD FILE PROPER EVIDENCE OF AUTHORITY TO ASSIGN
      THE
      FOREGOING WARRANT.

    


    


    


    


    


    


    


    


    


    


    10