THESE SECURITIES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE
CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. (PACIFIC TIME) ON JANUARY _____, 2013
SHARE PURCHASE WARRANTS
TO PURCHASE SHARES OF COMMON STOCK OF
CARBON GREEN INC.
Incorporated in the State of Nevada
Warrant # No. of Warrants:
THIS IS TO CERTIFY THAT:
(the "Holder"), has the right to purchase, upon and subject to the terms and
conditions hereinafter referred to, up to _________________________ fully paid
and non-assessable shares of common stock (the "Shares") in the capital of
Carbon Green Inc. (hereinafter called the "Company") on or before 5:00 p.m.
(Pacific time) on January _____, 2013 (the "Expiry Date") at a price per Share
(the "Exercise Price") of US$_____ on the terms and conditions attached hereto
as Appendix "A" (the "Terms and Conditions").
1.
ONE (1) WARRANT AND PAYMENT OF THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE
SHARE.
2.
These Warrants are issued subject to the Terms and Conditions, and the Warrant
Holder may exercise the right to purchase Shares only in accordance with those
Terms and Conditions.
3.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder hereof or any other person to subscribe for or purchase any
Shares at any time subsequent to the Expiry Date, and from and after such time,
this Warrant and all rights hereunder will be void and of no value.
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this _____
day of January, 2010.
CARBON GREEN INC.
Per:
Authorized Signatory
PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED DURING THE APPLICABLE
HOLD PERIODS.
APPENDIX "A"
TERMS AND CONDITIONS dated January 15, 2010, attached to the Warrants issued by
Carbon Green Inc.
1.
INTERPRETATION
1.1
Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a)
"Company" means Carbon Green Inc. until a successor corporation will have become
such as a result of consolidation, amalgamation or merger with or into any other
corporation