EXHIBIT 10.23
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STOCK WARRANT DATED NOVEMBER 29, 1995 FROM
THE REGISTRANT TO XXX XXXXXXXX
Exhibit 10.23
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Xxx Xxxxxxxx
Right to Purchase
50,000 Shares
Date: November 29, 1995
SCANSOURCE, INC.
Incorporated under the Laws
of the State of South Carolina
STOCK WARRANT
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH
SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THE CORPORATION WILL NOT HONOR TRANSFER
OF THIS WARRANT OR THE UNDERLYING SHARES EXCEPT UPON RECEIPT OF EVIDENCE
SATISFACTORY TO THE CORPORATION, WHICH MAY INCLUDE AN OPINION OF COUNSEL,
THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR
THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT
VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
BY ACCEPTANCE OF THIS WARRANT, THE HOLDER HEREOF COVENANTS THAT IT WILL
COMPLY IN ALL RESPECTS WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.
For good and valuable consideration, the receipt and sufficiency of which
are acknowledged, SCANSOURCE, INC., a South Carolina corporation (the
"Corporation"), hereby grants unto XXX XXXXXXXX (the "Purchaser"), a Warrant to
purchase up to Fifty Thousand (50,000) shares of the authorized and unissued
common stock, no par value, of the Corporation (the "Common Stock") at the price
and upon the terms and conditions described herein, exercisable serially and
from time to time upon presentation of this Warrant and payment of the purchase
price at the principal office of the Corporation as follows:
1. Warrant Price: Exercise of this Warrant requires the payment of
$2.00 in cash or other immediately available U.S. funds to the Corporation for
each share of Common Stock purchased hereunder.
2. Warrant Period: This Warrant and the Purchaser's rights hereunder
shall expire, to the extent not previously exercised, on September 27, 1998.
3. Warrant Exercise: At any time until the expiration of this Warrant,
the Purchaser may exercise this Warrant serially and from time to time by
providing written notice (an "Exercise Notice") to the Corporation at the
Corporation's notice address set forth below, whereupon closing of the purchase
of the shares subject to an Exercise Notice shall take place on the date set
forth in such Exercise Notice (but not sooner than 5 business days nor later
than 10 business days after the date such Exercise Notice is received by the
Corporation) or on such other date as the Corporation and the Purchaser shall
agree. Closing shall take place at the principal office of the Corporation or
at such other place as the Corporation and the Purchaser shall agree.
4. Transfer Upon Exercise: Upon delivery to the Corporation of any
Exercise Notice by the Purchaser, the Corporation shall timely deliver or cause
to be delivered to the Purchaser on the date of closing at the place of closing
(as specified above) such stock certificate(s) as are necessary to complete the
transfer of shares of Common Stock required by this Warrant and such Exercise
Notice. Upon delivery to the Purchaser of such stock certificate(s), the
Purchaser shall pay the Warrant Price for such shares to the Corporation as set
forth above.
5. Restrictions on Warrant: This Warrant is not transferable, and
Purchaser may not transfer or assign any right or interest in this Warrant in
whole or in part without the Corporation's prior written consent.
6. Restrictions on Common Stock: The shares of Common Stock purchased
pursuant to this Warrant shall be subject to the following transfer restrictions
which shall be legended on the stock certificate(s) evidencing such shares of
Common Stock:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND
STOCK WARRANT 1
REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. THE CORPORATION WILL NOT HONOR TRANSFER OF THESE SHARES EXCEPT UPON
RECEIPT OF EVIDENCE SATISFACTORY TO THE CORPORATION, WHICH MAY INCLUDE AN
OPINION OF COUNSEL, THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN
COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
7. Reservation of Shares: The Corporation shall retain and reserve for
the benefit of the Purchaser a sufficient number of authorized shares of Common
Stock to satisfy the Corporation's obligations under this Warrant.
8. Anti-Dilution Features: In the event that during the period in
which this Warrant remains outstanding, any change is made in the Common Stock
subject to this Warrant through merger, consolidation, reorganization,
recapitalization, share exchange, stock dividend, stock distribution, stock
split, reverse stock split, stock reclassification, liquidating dividend,
combination of shares, change in corporate structure or otherwise, then the
Corporation shall give the Purchaser prompt written notice of such action in
reasonable detail (together with all relevant information) at the Purchaser's
notice address set forth below. In the event this Warrant is not expired or
exercised in full in advance of any of such events, upon completion of such
event the Warrant Price per share and/or the number of shares of Common Stock
subject to this Warrant as set forth above shall be adjusted equitably so that
the Purchaser shall be entitled to acquire from the Corporation for a
proportionate aggregate price an equity and economic position in the Corporation
consistent with the equity and economic position in the Corporation available to
the Purchaser under this Warrant on the date hereof. If the Corporation and the
Purchaser are unable to agree upon such adjustment, then such adjustment shall
be determined by the Corporation's independent accountants, with such
determination to be conclusive, absent manifest error.
9. Miscellaneous: This Warrant shall inure to the benefit of the
Purchaser and its successors and permitted assigns and shall be binding upon the
Corporation and its successors and assignees. This Warrant may be modified or
amended, and rights and obligations hereunder may be waived, only in writing,
signed by the Purchaser and the Corporation. This Warrant shall be governed by
and construed in accordance with the laws of the State of South Carolina. The
parties consent to jurisdiction and venue for any dispute arising hereunder in
the courts for Greenville County, South Carolina. All terms and provisions of
this Warrant shall be severable from all other terms and provisions of this
Warrant. Notices required or permitted hereunder must be in writing and shall
be deemed given when placed in the U.S. certified mail, return receipt
requested, with postage prepaid, addressed to the recipient at the notice
address set forth below, or when personally delivered to the recipient.
10. Previous Warrant Replaced: This Warrant is issued by the
Corporation to the Purchaser pursuant to the assignment on September 21, 1995 by
Rev-Wood Merchant Partners, a New York general partnership ("Rev-Wood"), to the
Purchaser of one-half of the interest of Rev-Wood in that warrant for the
purchase of 100,000 shares of Common Stock issued by the Corporation on
September 27, 1993 to Rev-Wood (the "First Warrant"), and to such extent, this
Warrant supersedes and replaces for all purposes such interest of Rev-Wood in
the First Warrant.
IN WITNESS WHEREOF, the Corporation has executed this Warrant under seal
to be effective as of the 29th day of November 1995.
CORPORATION:
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SCANSOURCE, INC.
By: /s/ XXXXXX X. XXXXXX
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Its: CEO
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Corporation's Notice Address:
ScanSource, Inc.
0 Xxxxx Xxxxx, Xxxxx X
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Purchaser's Notice Address:
Xxx Xxxxxxxx
00 Xxx Xxxxxxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
STOCK WARRANT 2
