EXHIBIT 4.1
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE ISSUED UPON THEIR
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN
CONTRAVENTION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
LAWS OR THE RESTRICTIONS CON-TAINED IN THIS WARRANT
WARRANT TO PURCHASE
500,000 SHARES OF POWER2SHIP, INC.
THIS WARRANT CERTIFIES THAT, for value received, NEWBRIDGE SECURITIES
CORPORATION, a Virginia corporation ("Newbridge") or its registered assigns, is
entitled to purchase from POWER2SHIP, INC., a Nevada corporation (the
"Company"), at any time after the date hereof to and including 5:00 p.m. New
York time on November 4, 2006 (the "Expiration Date"), Five Hundred Thousand
(500,000) fully paid and non-assessable shares of the Common Stock, par value
$.001 per share (the "Common Stock"), of the Company.
I. Method of Exercise; Payment; Price; Issuance of New Warrant;
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Transfer and Exchange. This Warrant (the "Warrant") may be exercised by the
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holder hereof, during any period set forth above, in whole or in part (but not
as to a fractional share of Common Stock), by the surrender of this Warrant,
together with the exercise form attached hereto as Exhibit "1" (the "Exercise
Form") duly completed and signed, at the principal office of the Company, and by
payment to the Company of the Warrant Price: (a) in cash, certified check or
wire transfer; (b) by delivery to the Company of shares of Common Stock (which
may include restricted shares); (c) any combination of cash and Common Stock or
(d) such other consideration as the Company deems appropriate and in compliance
with applicable law. In the event that any shares of Common Stock shall be
transferred to the Company to satisfy all or any part of the purchase price, the
part of the purchase price deemed to have been satisfied by such transfer of
shares of Common Stock shall be equal to the product derived by multiplying the
fair market value (i.e., the closing bid price) as of the date of exercise times
the number of shares of Common Stock transferred to the Company.
This Warrant may be exercised at the prices (the "Warrant Price") as
follows:
First Tranche of 125,000 shares of Common Stock: 110% of the Closing Market Price on the
Date of Issuance of this Warrant
(the "Beginning Strike Price")
Second Tranche of 125,000 shares of Common Stock: 0.25 per share above the Beginning
Strike Price
Third Tranche of 125,000 shares of Common Stock: 0.50 per share above the Beginning
Strike Price
Fourth Tranche of 125,000 shares of Common Stock: 0.75 per share above the Beginning
Strike Price
The Company agrees that the shares so purchased shall be deemed to be issued to
the holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made
for such shares as aforesaid shall have been made. In the event of any exercise
of this Warrant, certificates for the shares of Common Stock so purchased shall
be delivered to the holder hereof within a reasonable time after this Warrant
shall have been so exercised. Unless this Warrant has expired, a new warrant
representing the right to purchase the number of shares of Common Stock, if any,
with respect to which this Warrant shall not then have been exercised, shall
also be issued to the holder hereof at such time.
The Warrant shall be transferable only on the books of the Company
maintained at its principal office upon delivery thereof by the holder or by its
duly authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer, together with the form of the
assignment, attached hereto as Exhibit "2" (the "Assignment Form") duly
completed and signed.
2. Stock Fully Paid; Reservation of Shares. The Company covenants and
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agrees that all shares of Common Stock shall, upon issuance pursuant to the
exercise of this Warrant and payment of the Warrant Price, be fully paid and
nonassessable and free from all liens and encumbrances with respect to the
issuance thereof. The Company further covenants and agrees that during the
period within which this Warrant may be exercised, the Company shall at all
times have authorized and reserved, for the purpose of the issuance upon
exercise of this Warrant, at least the maximum number of shares of Common Stock
as are issuable upon the exercise of this Warrant.
3. Adjustment of Warrant Price and Number of Shares of Common Stock.
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The number and kind of securities purchasable upon the exercise of this Warrant
and the Warrant Price shall be subject to adjustment from time to time as
follows:
(a) If the Company shall subdivide its outstanding shares of
Common Stock, then the number of shares of Common Stock purchasable upon
exercise of this Warrant immediately prior thereto, shall be adjusted so that
the holder of this Warrant shall be entitled to receive the kind and number of
shares of Common Stock or other securities of the Company which it would have
owned or have been entitled to receive after the occurrence of any of the events
described above, had such Warrant been exercised immediately prior to the
occurrence of such event (or any record date with respect thereto). An
adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of the event retroactive to the record
date, if any, for such event.
(b) No adjustment in the number of shares of Common Stock
purchasable under this Warrant shall be required unless the adjustment would
require an increase of at least one percent in the number of shares of Common
Stock purchasable upon the exercise of this Warrant. Any adjustments which by
reason of this paragraph (b) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 3 shall be made to the nearest one-hundredth of a share or to
the nearest cent, as the case may be.
(c) Whenever the number of shares of Common Stock purchasable upon
the exercise of this Warrant is adjusted, the Warrant Price per share of Common
Stock payable upon exercise of each Warrant shall be adjusted by multiplying
such Warrant Price immediately prior to such adjustment by a fraction, the
numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of each Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of shares of Common Stock purchasable
immediately after such adjustment.
(d) Whenever the number of shares of Common Stock purchasable upon
the exercise of this Warrant or the Warrant Price of such shares of Common Stock
is adjusted, the Company shall promptly mail by first class mail, postage
prepaid, to the holder of this Warrant notice of such adjustment or adjustments,
together with a certificate setting forth the number of shares of Common Stock
purchasable upon the exercise of this Warrant and the Warrant Price of the
shares of Common Stock after the adjustment, a brief statement of the facts
requiring such an adjustment, and the computation by which such adjustment was
made.
(e) For the purpose of this Section 3, the term "shares of Common
Stock" means the Common Stock of the Company of the class authorized at the date
of this Warrant and stock of any other class into which such presently
authorized shares of Common Stock may be changed and any other shares of stock
of the Company which do not have priority in the payment of dividends or upon
liquidation over any other class of stock. In the event that at any time, as a
result of an adjustment made pursuant to this Section 3, the holders of this
Warrant become entitled to purchase any shares of Common Stock or other
securities of the Company other than shares of Common Stock, thereafter the
number of such other shares or other securities so purchasable upon exercise of
this Warrant and the Warrant Price of such shares or other securities shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares contained
in this Section 3 and the provisions of this Section 3 and all other applicable
sections of this Warrant shall apply on like terms to any such other shares or
securities.
(f) Except as provided in paragraphs (a) through (e), no
adjustment for any dividends, or any distribution or sale of securities, shall
be made during the term of this Warrant or upon the exercise of this Warrant.
(g) In case of any capital reorganization, or any reclassification
of the shares of Common Stock of the Company, or in case of the consolidation or
merger of the Company with or into any other corporation or the sale, lease,
conveyance or other disposition of all or substantially all of the properties
and assets of the Company to any other corporation, the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
holder of this Warrant an agreement to the effect that this Warrant shall, after
such capital reorganization, reclassification, consolidation, merger or sale,
lease, conveyance or other disposition, be exercisable into the kind and amount
of shares of stock or other securities or property (including cash) to which the
holder of the number of shares of Common Stock deliverable (immediately prior to
the happening of such capital reorganization, reclassification, consolidation,
merger, sale, lease, conveyance or other disposition) upon exercise of a Warrant
would have been entitled upon the happening of such event. The Company shall
mail by first class mail, postage prepaid, to the holder of this Warrant a
notice of any event requiring such agreement at least 30 days prior to the
effective date of such event. Such agreement shall provide for all appropriate
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3. The provisions of this paragraph (g)
shall also apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, leases, conveyances and other dispositions.
(h) Irrespective of any adjustments in the Warrant Price or the
number or kind of shares or other securities purchasable upon the exercise of
this Warrant, the Warrant theretofore or thereafter issued may continue to
express the same price and number and kind of shares of Common Stock as are
stated in this Warrant.
(i) The Company shall not be required to issue fractional shares
of Common Stock on the exercise of Warrants. If any fraction of a share would,
except for the provisions of this Section 3, be issuable on the exercise of this
Warrant (or specified portion thereof), the Company shall pay an amount in cash
equal to the current market price per share of Common Stock, multiplied by such
fraction.
4. Registration Rights. This Warrant shall entitle the holder hereof
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to certain registration rights with respect to the shares of Common Stock
issuable upon the exercise hereof, in accordance with the terms, and subject to
the conditions, of that certain Registration Rights Agreement in the form
attached hereto as Exhibit "3".
5. No Shareholder Rights. This Warrant shall not entitle the holder
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hereof to any voting rights or other rights as a shareholder of the Company.
6. Gender and Number. As used herein, the use of any of the masculine,
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feminine, or neuter gender and the use of singular or plural numbers shall
include any of all of the other, wherever and whenever appropriate in the
context.
7. Notices. Except as otherwise provided herein, any notice pursuant
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to this Warrant by the Company or any Holder of the Warrant shall be in writing
and shall be deemed to have been duly given when personally delivered or five
days after such notice is mailed by certified mail, return receipt requested,
postage prepaid (a) if to the Company, to Power2Ship, Inc., 000 Xxxxx Xxxxx
Xxxx, Xxxx Xxxxx, XX 00000, Attention: Xxxxxxx Xxxxx, CEO and (b) if to the
Holder of this Warrant, to Newbridge Securities Corporation, 0000 X. Xxxxxxx
Xxxxx Xxxx, Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000, Attention: Xxx X. Xxxxx,
President, or to such other address as it may be changed from time to time on
the books of the Company by written notice. Each party hereto may from time to
time change the address to which notices to it are to be delivered or mailed
hereunder by notice in writing to the other party.
8. Benefits. Nothing in the Warrant shall be construed to give to any
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person or corporation other than the Company and the holder of this Warrant any
legal or equitable right, remedy, or claim hereunder; but this Warrant shall be
for the sole and exclusive benefit of the Company and the holder of this
Warrant.
9. Investment. The Holder hereof covenants and agrees that this
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Warrant has been taken for investment and for its own account and not with a
view towards resale or distribution within the meaning of the Securities Act of
1933, as amended (the "Securities Act").
10. Exchange. This Warrant is exchangeable, upon the surrender hereof
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by the Holder hereof at the principal office of the Company, for new Warrants of
like tenor representing in the aggregate the right to subscribe for and purchase
the number of shares which may be subscribed for and purchased hereunder, each
of such new Warrants to represent the right to subscribe for and purchase such
number of shares as shall be designated by said Holder hereof at the time of
such surrender.
11. Applicable Law. This Warrant shall for all purposes be construed
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and interpreted in accordance with the laws of the State of Florida, without
regard to any conflict of law rule or principle that would give effect to the
laws of another jurisdiction.
DATED as of November 4, 2003
POWER2SHIP, INC.
By:
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Name:
Title:
EXHIBIT 1
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EXERCISE FORM
(To be Executed by the Registered Holder
to Exercise the Rights to Purchase
Common Shares Evidenced by the Warrant)
Power2Ship, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxx, CEO
The undersigned hereby irrevocably subscribes for shares of your
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Common Stock pursuant to and in accordance with the terms and conditions of that
certain Warrant dated as of November 4, 2003 and herewith makes payment of
$ therefor, and requests that a certificate for such shares be issued
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in the name of the undersigned and be delivered to the undersigned at the
address stated below. The undersigned further requests that if the number of
shares subscribed for herein shall not be all of the shares purchasable
hereunder, that a new Warrant of like tenor for the balance of the shares
purchasable hereunder be delivered to the undersigned.
Name:
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Signed:
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Address:
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Dated:
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EXHIBIT 2
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
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hereby sells, assigns and transfers unto ,
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of the Warrants represented by the within Warrant,
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together with all rights, title and interest therein, and does hereby
irrevocably constitute and appoint the Company, attorney, to transfer said
Warrant on the books of such Company with full power of substitution in the
premises.
Dated: ,
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Name of Existing Warrant Holder:
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Social Security or Federal ID Number:
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Address:
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Signature:
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Name of New Warrant Holder:
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Social Security or Federal ID Number:
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Address:
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Signature:
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EXHIBIT 3
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of November
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4, 2003 by and between Power2Ship, Inc. a Nevada corporation with its principal
offices at 000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxx, XX 00000 (the "Company") and
Newbridge Securities Corporation, a Virginia corporation with its principal
offices at 0000 X. Xxxxxxx Xxxxx Xxxx, Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000
("Newbridge").
The parties hereto, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
hereby agree as follows:
1. DEFINITIONS. The following terms have the following meanings:
(a) "Act" means the U.S. Securities Act of 1933, as amended, and the rules
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and regulations promulgated thereunder.
(b) "Commission" means the Securities and Exchange Commission.
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(c) "Common Stock" means the Common Stock, par value $0.001 per share, of
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the Company.
(d) "Registrable Securities" means any Common Stock of the Company owned by
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Newbridge, including but not limited to the Warrant Shares (as defined herein)
held by Newbridge.
(e) "Registration," "register" and like words mean compliance with all of
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the laws, rules and regulations (federal, state and local), and provisions of
agreements and corporate documents pertaining to the public offering of
securities, including registration of any public offering of securities on any
form under the Act.
(f) "Warrant Shares" means any shares of Common Stock of the Company
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received by Newbridge in connection with the exercise of the Common Stock
Purchase Warrant (the "Warrant") of even date herewith given by the Company to
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Newbridge or any new warrant given to Newbridge pursuant to the terms of such
warrant.
2. PIGGYBACK REGISTRATION. At any time following the date hereof and
prior to the earlier of the Registration of all of the Warrant Shares or the
availability of Rule 144K with respect to the Warrant Shares, and subject to the
other provisions of this Agreement, the Company shall advise Newbridge by
written notice at least ten (10) days prior to the filing of any registration
statement under the Act by the Company (other than a registration statement on
Form X-0, Xxxx X-0 or subsequent similar forms), and will upon the provision of
written notice from Newbridge as described below include in any such
registration statement such information as may be required to permit a public
offering of the Registrable Securities desired to be registered by Newbridge.
If Newbridge desires to have its Registrable Securities included in such
registration statement, it must so advise the Company in writing within ten (10)
days after the date of receipt of the Company's notice of registration, setting
forth the amount of Registrable Securities for which registration is requested.
3. INFORMATION TO BE FURNISHED BY NEWBRIDGE. Newbridge shall furnish
to the Company in writing all information within its possession, control or
knowledge reasonably requested by the Company and/or required by the applicable
rules and regulations of the Commission and by any applicable state securities
or blue sky laws concerning Newbridge, the proposed method of sale or other
disposition of the shares of Common Stock being sold by Newbridge in such
Offering, and the identity of and compensation to be paid to any proposed
underwriter or underwriters to be employed in connection with such Offering.
4. COSTS AND EXPENSES. The Company shall pay all costs and expenses in
connection with the Registration under this Agreement; provided, however, that
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Newbridge shall bear the fees and expenses of its own counsel and accountants
and any selling expenses relating to Registrable Shares registered on behalf of
Newbridge in connection with such Offering, including without limitation, any
transfer taxes, underwriting discounts or commissions.
5. NOTICES. All notices and other communications provided for hereunder
must be in writing and shall be deemed to have been given on the same day when
personally delivered or sent by confirmed facsimile transmission or on the next
business day when delivered by receipted courier service or on the third
business day when mailed with sufficient postage, certified mail, return receipt
requested, to the following addresses:
If to the Company: Power2Ship, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxx, CEO
If to Newbridge: Newbridge Securities Corporation
0000 X. Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxx X. Xxxxx, President
or to such other address as any party shall have furnished to the other parties
pursuant to this Section 5.
6. ENTIRE AGREEMENT; MODIFICATION OF AGREEMENT; CONSENTS. This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof. Changes in or additions to this Agreement
may be made and/or compliance with any covenant or condition herein set forth
may be omitted only upon written consent of all the parties hereto.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted
successors, transferees and assigns.
8. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida without regard to any of its
principles of conflicts of law.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original and both of which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date first set forth above.
POWER2SHIP, INC.
By:
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Name:
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Its:
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NEWBRIDGE SECURITIES CORPORATION
By:
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Name:
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Its:
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