Exhibit 4.3
WARRANT AGREEMENT
AGREEMENT, dated as of February 21, 1997, by and among IFS
INTERNATIONAL, INC., a Delaware corporation (the "Company"), AMERICAN
STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent
(the "Warrant Agent"), and DUKE & CO., INC., a Florida corporation (the
"Underwriter").
W I T N E S S E T H
WHEREAS, pursuant to an underwriting agreement (the
"Underwriting Agreement") dated February 21, 1997 between the Company and
the Underwriter, in connection with (i) a public offering pursuant to a
Registration Statement on Form SB-2 (Registration No. 333-11653) (the
"Registration Statement") filed pursuant to the Securities Act of 1933,
as amended (the "Act"), and declared effective by the Securities and
Exchange Commission on February 21, 1997 of 1,200,000 shares of its
Series A Convertible Preferred Stock (the "Preferred Stock") and
1,700,000 Redeemable Series A Convertible Preferred Stock Warrants (the
"Warrants") (and up to 180,000 additional shares of Preferred Stock and
up to 255,000 additional Warrants covered by an over-allotment option
granted by the Company to the Underwriter), and (ii) the issuance to the
Underwriter or its designees of warrants to purchase up to an aggregate
of 120,000 shares of Preferred Stock and/or 170,000 Warrants (the
"Underwriter's Warrants"), the Company will issue up to an aggregate of
2,095,000 Warrants; and
WHEREAS, the Company desires the Warrant Agent to act on behalf
of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange and redemption of the
Warrants, the issuance of certificates representing the Warrants, the
exercise of the Warrants, and the rights of the holders thereof;
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the
terms and provisions of the Warrants and the certificates representing
the Warrants and the respective rights and obligations thereunder of the
Company, the holders of certificates representing the Warrants and the
Warrant Agent, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. As used herein, the following terms
shall have the following meanings, unless the context shall otherwise
require:
(a) "Corporate Office" shall mean the office of the Warrant
Agent (or its successor) at which at any particular time its principal
business shall be administered, which office is located on the date
hereof at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
(b) "Exercise Date" shall mean, as to any Warrant, the date on
which the Warrant Agent shall have received both (i) the Warrant
Certificate representing such Warrant, with the exercise form thereon
duly executed by the Registered Holder thereof or his attorney duly
authorized in writing, and (ii) payment in cash, or by official bank or
certified check made payable to the Warrant Agent, of an amount in lawful
money of the United States of America equal to the applicable Purchase
Price.
(c) "Initial Warrant Exercise Date" shall mean, as to each
Warrant, February 21, 1999, except that (i) in the event the Company
gives notice of redemption of the Warrants in accordance with Section 8
hereof prior to February 21, 1999 or (ii) in the event the Company gives
notice of the mandatory conversion of the Preferred Stock prior to
February 21, 1999 in accordance with the terms and conditions of the
Preferred Stock as set forth in the Certificate of Designations and
Preferences filed with the Secretary of State of Delaware with respect to
the Preferred Stock (the "Certificate of Designations"), the exercise
period of the Warrants will commence on the date on which notice of such
redemption or mandatory conversion is given by the Company.
(d) "Market Price" shall mean, if the Preferred Stock is
listed on a national securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on The Nasdaq Stock
Market, the last reported sale price of the Preferred Stock on such
exchange or The Nasdaq Stock Market, as the case may be, on the
applicable day or, if no such sale is made on such day, the average of
the closing bid and asked prices for such day on such exchange or The
Nasdaq Stock Market, as the case may be.
(e) "Preferred Stock" shall mean Series A Convertible
Preferred Stock of the Company, $.001 par value; provided, however, that
the shares issuable upon exercise of the Warrants shall include (i) in
the case of any consolidation, merger, sale or conveyance of the
character referred to in Section 9(d) hereof, the stock, securities, or
property provided for in such section or (ii) in the case of any
reclassification or change in the outstanding shares of Preferred Stock
issuable upon exercise of the Warrants as a result of a subdivision or
combination or consisting of a change in par value, or from par value to
no par value, or from no par value to par value, such shares of Preferred
Stock as so reclassified or changed.
(f) "Purchase Price" shall mean the price to be paid upon
exercise of each Warrant in accordance with the terms hereof, which price
shall be $6.25 per share, subject to adjustment from time to time
pursuant to the provisions of Section 9 hereof, and subject to the
Company's right to reduce the Purchase Price upon notice to all Warrant
Holders.
(g) "Redemption Price" shall mean the price at which the
Company may, at its option, redeem the Warrants in accordance with the
terms hereof, which price shall be $.10 per Warrant, subject to
adjustment from time to time pursuant to the provisions of Section 9
hereof.
(h) "Registered Holder" shall mean the person in whose name
any certificate representing Warrants shall be registered on the books
maintained by the Warrant Agent pursuant to Section 6.
(i) "Transfer Agent" shall mean American Stock Transfer &
Trust Company, as the Company's transfer agent, or its authorized
successor, as such.
(j) "Warrant Expiration Date" shall mean, with respect to each
Warrant, 5:00 p.m. (Eastern time) on February 20, 2002, or the Redemption
Date as defined in Section 8, whichever is earlier; provided that if such
date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then 5:00 p.m. (Eastern time) on the next
following day which in the State of New York is not a holiday nor a day
on which banks are authorized to close. Upon notice to all Warrant
Holders, the Company shall have the right to extend the Warrant
Expiration Date.
SECTION 2. WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.
(a) Each Warrant shall initially entitle the Registered Holder
of the Warrant Certificate representing such Warrant to purchase one (1)
share of Preferred Stock upon the exercise thereof, in accordance with
the terms hereof, subject to modification and adjustment as provided in
Section 9.
(b) Upon execution of this Agreement, Warrant Certificates
representing the number of Warrants sold pursuant to the Underwriting
Agreement shall be executed by the Company and delivered to the Warrant
Agent. Upon written order of the Company signed by its President or
Chairman or a Vice President and by its Secretary or an Assistant
Secretary, the Warrant Certificates shall be countersigned, issued and
delivered by the Warrant Agent.
(c) From time to time up to the Warrant Expiration Date, the
Transfer Agent shall countersign and deliver stock certificates in
required whole number denominations representing up to an aggregate of
2,095,000 shares of Preferred Stock, subject to adjustment as described
herein, upon the exercise of Warrants in accordance with this Agreement.
(d) From time to time up to the Warrant Expiration Date, the
Warrant Agent shall countersign and deliver Warrant Certificates in
required whole number denominations to the persons entitled thereto in
connection with any transfer or exchange permitted under this Agreement;
provided that no Warrant Certificates shall be issued except (i) those
initially issued hereunder, (ii) those issued on or after the Initial
Warrant Exercise Date upon the exercise of fewer than all Warrants
represented by any Warrant certificate to evidence any unexercised
Warrants held by the exercising Registered Holder, (iii) those issued
upon any transfer or exchange pursuant to Section 6; (iv) those issued in
replacement of lost, stolen, destroyed or mutilated Warrant Certificates
pursuant to Section 7; (v) those issued pursuant to the Underwriter's
Warrants; and (vi) those issued at the option of the Company, in such
form as may be approved by its Board of Directors, to reflect any
adjustment or change in the Purchase Price, the number of shares of
Preferred Stock purchasable upon exercise of the Warrants or the
Redemption Price therefor made pursuant to Section 9.
(e) Pursuant to the terms of the Underwriter's Warrants, the
Underwriter and its designees may purchase up to an aggregate of 170,000
Warrants.
SECTION 3. FORM AND EXECUTION OF WARRANT CERTIFICATES.
(a) The Warrant Certificates shall be substantially in the
form annexed hereto as Exhibit A, and may have such letters, numbers or
other marks of identification or designation and such legends, summaries
or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of
this Agreement or as may be required to comply with any law or with any
rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may be listed, or to conform
to usage. The Warrant Certificates shall be dated the date of issuance
thereof (whether upon initial issuance, transfer, exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant Certificates) and issued in
registered form. Warrants shall be numbered serially with the letter W
on the Warrants.
(b) Warrant Certificates shall be executed on behalf of the
Company by its Chairman of the Board, President or any Vice President and
by its Secretary or an Assistant Secretary, by mutual signatures or by
facsimile signatures printed thereon, and shall have imprinted thereon a
facsimile of the Company's seal. In case any officer of the Company who
shall have signed any of the Warrant Certificates shall cease to be such
officer of the Company before the date of issuance of the Warrant
Certificates or before countersignature by the Warrant Agent and issue
and delivery thereof, such Warrant Certificates may nevertheless be
countersigned by the Warrant Agent, issued and delivered with the same
force and effect as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company. After
countersignature by the Warrant Agent, Warrant Certificates shall be
delivered by the Warrant Agent to the Registered Holder without further
action by the Company, except as otherwise provided by Section 4(a).
SECTION 4. EXERCISE
(a) Each Warrant may be exercised by the Registered Holder
thereof at any time on or after the Initial Warrant Exercise Date, but
not after the Warrant Expiration Date, upon the terms and subject to the
conditions set forth herein and in the applicable Warrant Certificate. A
Warrant shall be deemed to have been exercised immediately prior to the
close of business on the Exercise Date and the person entitled to receive
the securities deliverable upon such exercise shall be treated for all
purposes as the holder upon exercise thereof as of the close of business
on the Exercise Date. As soon as practicable on or after the Exercise
Date, the Warrant Agent shall deposit the cash or check received from the
exercise of a Warrant in an account for the benefit of the Company and
shall notify the Company in writing of the exercise of the Warrants.
Promptly following, and in any event within five (5) days after the date
of such notice from the Warrant Agent, the Warrant Agent, on behalf of
the Company, shall cause to be issued and delivered by the Transfer Agent
to the person or persons entitled to receive the same a certificate or
certificates for the securities deliverable upon such exercise (plus a
Warrant Certificate for any remaining unexercised Warrants of the
Registered Holder), provided that the Warrant Agent shall refrain from
causing such issuance of certificates pending clearance of checks
received in payment of the Purchase Price pursuant to such Warrants.
Upon the exercise of any Warrant and clearance of the funds received, the
Warrant Agent shall promptly remit the payment received for the Warrant
to the Company or as the Company may direct in writing. Notwithstanding
anything in the foregoing to the contrary, no Warrant will be exercisable
unless at the time of exercise the Company has filed with the Securities
and Exchange Commission a registration statement under the Act covering
the shares of Preferred Stock issuable upon exercise of such Warrant and
such shares have been so registered or qualified or deemed to be exempt
under the securities laws of the state of residence of the Registered
Holder of such Warrant. The Company shall use its best efforts to have
all shares so registered or qualified on or before the date on which the
Warrants become exercisable.
(b) If, on the Exercise Date in respect of the exercise of any
Warrant at any time on or after the first anniversary of the date hereof,
(i) the Market Price of the Preferred Stock is greater than the then
Purchase Price of the Warrant, (ii) the exercise of the Warrant was
solicited by the Underwriter at such time as the Underwriter is a member
of the National Association of Securities Dealers, Inc. ("NASD"), (iii)
the Warrant was not held in a discretionary account, (iv) disclosure of
the compensation arrangement was made both at the time of the original
offering and at the time of exercise, and (v) the solicitation of the
exercise of the Warrant was not in violation of Rule 10b-6 or any
successor rule promulgated under the Securities Exchange Act of 1934, as
amended, which may be in effect as of such time of exercise, then the
Underwriter shall be entitled to receive, upon exercise of the
Warrant(s), a fee of five percent (5%) of the Purchase Price (the
"Solicitation Fee"). Within five days after the exercise, the Warrant
Agent shall send to the Underwriter a copy of the reverse side of the
Warrant certificate relating to each Warrant exercised. In the event the
Underwriter is entitled to a Solicitation Fee with respect to any such
exercise, the Underwriter shall deliver to the Company (i) a copy of the
reverse side of the Warrant(s) and (ii) a certificate, executed by the
President or Vice President of the Underwriter, certifying that the
conditions set forth above have been met with respect to such exercise.
Within five days after receipt thereof by the Company, the Company shall
remit to the Underwriter the Solicitation Fees to which the Underwriter
is entitled. The Underwriter shall reimburse the Warrant Agent, upon
request, for its reasonable expenses relating to compliance with this
Section 4(b). In addition, the Underwriter and the Company may, at any
time during business hours, examine the records of the Warrant Agent,
including its ledger of original Warrant certificates returned to the
Warrant Agent upon exercise of Warrants. The provisions of this
paragraph may not be modified, amended or deleted without the prior
written consent of the Underwriter and the Company.
SECTION 5. RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES;
ETC.
(a) The Company has reserved, and covenants that it will at
all times reserve and keep available out of its authorized Preferred
Stock, solely for the purpose of issuance upon exercise of Warrants, such
number of shares of Preferred Stock as shall then be issuable upon the
exercise of all outstanding Warrants. The Company covenants that all
shares of Preferred Stock which shall be issuable upon exercise of the
Warrants shall, at the time of delivery, be duly and validly issued,
fully paid, nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof (other than those which the Company shall
promptly pay or discharge) and that upon issuance such shares shall be
listed on each national securities exchange, if any, on which the other
shares of outstanding Preferred Stock of the Company are then listed or,
if applicable, The Nasdaq Stock Market.
(b) The Company hereby agrees that, so long as any unexpired
Warrants remain outstanding, the Company will file such post-effective
amendments to the Registration Statement as may be necessary to permit it
to deliver to each person exercising a Warrant a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying
therewith, and will deliver such a prospectus to each such person.
(c) The Company shall pay all documentary, stamp or similar
taxes and other governmental charges that may be imposed with respect to
the issuance of Warrants or the issuance or delivery of any shares upon
exercise of the Warrants; provided, however, that if the shares of
Preferred Stock are to be delivered in a name other than the name of the
Registered Holder of the Warrant Certificate representing any Warrant
being exercised, then no such delivery shall be made unless the person
requesting the same had paid to the Warrant Agent the amount of transfer
taxes or charges incident thereto, if any.
(d) The Warrant Agent is hereby irrevocably authorized to
requisition the Company's Transfer Agent from time to time for
certificates representing shares of Preferred Stock issuable upon
exercise of the Warrants, and the Company will authorize the Transfer
Agent to comply with all such proper requisitions. The Company will file
with the Warrant Agent a statement setting forth the name and address of
the Transfer Agent of the Company for shares of Preferred Stock issuable
upon exercise of the Warrants, unless the Warrant Agent and the Transfer
Agent are the same entity.
SECTION 6. EXCHANGE AND REGISTRATION OF TRANSFER
(a) Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants of the
same class or may be transferred in whole or in part. Warrant
Certificates to be exchanged shall be surrendered to the Warrant Agent at
its Corporate Office, and upon satisfaction of all the terms and
provisions hereof, the Company shall execute and the Warrant Agent shall
countersign, issue and deliver in exchange therefor the Warrant
Certificate or Certificates which the Registered Holder making the
exchange shall be entitled to receive.
(b) The Warrant Agent shall keep at its office books in which,
subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and the transfer thereof in accordance with
its regular practice. Upon due presentment for registration of transfer
of any Warrant Certificate at such office, the Company shall execute and
the Warrant Agent shall issue and deliver to the transferee or
transferees a new Warrant Certificate or Certificates representing the
aggregate number of Warrants so transferred.
(c) With respect to all Warrant Certificates presented for
registration or transfer, or for exchange or exercise, the "Election to
Purchase" form on the reverse thereof shall be duly endorsed, or be
accompanied by a written instrument or instruments of transfer and
subscription, in form satisfactory to the Company and the Warrant Agent,
duly executed by the Registered Holder or his attorney-in-fact authorized
in writing.
(d) A service charge may be imposed by the Warrant Agent for
any exchange or registration of transfer of Warrant Certificates
requested by a Registered Holder. In addition, the Company may require
payment by such Registered Holder of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
(e) All Warrant Certificates surrendered for exercise or for
exchange in case of mutilated Warrant Certificates shall be promptly
cancelled by the Warrant Agent and thereafter retained by the Warrant
Agent until termination of this Agreement or resignation as Warrant
Agent, or, with the prior written consent of the Underwriter, disposed of
or destroyed, at the direction of the Company.
(f) Prior to due presentment for registration of transfer
thereof, the Company and the Warrant Agent may deem and treat the
Registered Holder of any Warrant Certificate as the absolute owner
thereof and of each Warrant represented thereby (notwithstanding any
notations of ownership or writing thereon made by anyone other than a
duly authorized officer of the Company or the Warrant Agent) for all
purposes and shall not be affected by any notice to the contrary. The
Warrants, which are being publicly offered with shares of Preferred Stock
pursuant to the Underwriting Agreement, may be purchased separately from
the shares and will be immediately transferable separately from the
Preferred Stock.
SECTION 7. LOSS OR MUTILATION. Upon receipt by the Company
and the Warrant Agent of evidence satisfactory to them of the ownership
of and loss, theft, destruction or mutilation of any Warrant Certificate
and (in case of loss, theft or destruction) of indemnity satisfactory to
them, and (in the case of mutilation) upon surrender and cancellation
thereof, the Company shall execute and the Warrant Agent shall (in the
absence of notice to the Company and/or Warrant Agent that the Warrant
Certificate has been acquired by a bona fide purchaser) countersign and
deliver to the Registered Holder in lieu thereof a new Warrant
Certificate of like tenor representing an equal aggregate number of
Warrants. Applicants for a substitute Warrant Certificate shall comply
with such other reasonable regulations and pay such other reasonable
charges as the Warrant Agent may prescribe pursuant to Section 6(d) or
otherwise.
SECTION 8. REDEMPTION
(a) Commencing February 21, 1998, on prior written notice as
required pursuant to the provisions of paragraph (b) of this Section 8
below, the Warrants may, with the prior consent of the Underwriter, be
redeemed by the Company at the Redemption Price, provided the Market
Price of the Company's Preferred Stock equals or exceeds $8.00 per share,
subject to adjustment, for 20 consecutive trading days ending not more
than three days prior to the date on which the Company gives notice of
redemption. All Warrants must be redeemed if any of the Warrants are
redeemed.
(b) In case the Company shall desire to exercise its right to
so redeem the Warrants, it shall request the Warrant Agent, or the
Underwriter, to mail a notice of redemption to each of the Registered
Holders of the Warrants to be redeemed, first class, postage prepaid, not
earlier than the forty-fifth (45th) day before the date fixed for
redemption and not later than the thirtieth (30th) day before the date
fixed for redemption, at such Registered Holder's last address as it
shall appear on the records of the Warrant Agent. Any notice mailed in
the manner provided herein shall be conclusively presumed to have been
duly given whether or not the Registered Holder receives such notice.
(c) The notice of redemption shall specify (i) the Redemption
Price, (ii) the date fixed for redemption, (iii) the place where the
Warrant Certificates shall be delivered and the Redemption Price paid,
(iv) that the Underwriter will assist each Registered Holder of a Warrant
in connection with the exercise thereof (if the Underwriter has
conducted, or caused to be conducted, the mailing) and (v) that the right
to exercise the Warrant shall terminate at 5:00 p.m. (Eastern time) on
the business day immediately preceding the date fixed for redemption (the
"Redemption Date"). No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity of the
proceedings for such redemption except as to a holder (a) to whom notice
was not mailed or (b) whose notice was defective. An affidavit of the
Warrant Agent or of the Secretary or an Assistant Secretary of the
Underwriter or the Company that notice of redemption has been mailed
shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.
(d) Any right to exercise a Warrant that has been called for
redemption shall terminate at 5:00 p.m. (Eastern time) on the business
day immediately preceding the redemption date. On and after the
Redemption Date, Holders of the redeemed Warrants shall have no further
rights except to receive, upon surrender of the redeemed Warrant, the
Redemption Price.
(e) From and after the date specified for redemption, the
Company shall, at the place specified in the notice of redemption, upon
presentation and surrender to the Company by or on behalf of the
Registered Holder thereof of one or more Warrants to be redeemed, deliver
or cause to be delivered to or upon the written order of such Holder a
sum in cash equal to the Redemption Price of each such Warrant. From and
after the date fixed for redemption and upon the deposit or setting aside
by the Company of a sum sufficient to redeem all the Warrants called for
redemption, such Warrants shall expire and become void and all rights
hereunder and under the Warrant Certificates, except the right to receive
payment of the Redemption Price, shall cease.
SECTION 9. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
OF COMMON STOCK OR WARRANTS.
(a) (i) In the event the Company shall, at any time or from
time to time after the date hereof, issue any shares of Preferred Stock
as a stock dividend to the holders of Preferred Stock, or subdivide or
combine the outstanding shares of Preferred Stock into a greater or
lesser number of shares (any such sale, issuance, subdivision or
combination being herein called a "Change of Shares"), then, and
thereafter upon each further Change of Shares, the applicable Purchase
Price in effect immediately prior to such Change of Shares shall be
changed to a price (including any applicable fraction of a cent)
determined by multiplying the Purchase Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the total number
of shares of Preferred Stock outstanding immediately prior to such Change
of Shares and the denominator of which shall be the total number of
shares of Preferred Stock outstanding immediately after such Change of
Shares.
(ii) Subject to the exceptions referred to in Section
9(h), in the event that the Company shall at any time or from time to
time issue or sell any shares of its Common Stock for a consideration per
share of Common Stock less than the then applicable Purchase Price and
more than the then applicable Stated Price of the Preferred Stock (as
defined and determined pursuant to the terms of the Certificate of
Designation), the Purchase Price shall thereupon be reduced to a price
determined by dividing (x) an amount equal to the sum of (i) the number
of shares of Common Stock of the Company outstanding immediately prior to
such issue or sale multiplied by the then applicable Purchase Price plus
(ii) the consideration, if any, received by the Company upon such
issuance or sale by (y) the total number of shares of Common Stock of the
Company outstanding immediately after such issuance or sale. Subject to
the exceptions referred to in Section 9(h) hereof, in case the Company
shall, at any time after the date hereof, issue or sell any Derivative
Securities (as defined in Section C.8. of the Certificate of Designation)
for a consideration per share of Common Stock less than the then
applicable Purchase Price and more than the then applicable Stated Price
of the Preferred Stock, the Purchase Price in effect immediately prior to
the issuance of such Derivative Securities shall thereupon be reduced to
a price determined in accordance with this Section 9(a)(ii) hereof. For
purposes of determining the number of shares of Common Stock outstanding
before and after such issuance or sale, and the consideration received in
connection therewith, the provisions of Section C.8. of the Certificate
of Designation shall be deemed to apply in all respects.
(b) Upon each adjustment of the applicable Purchase Price
pursuant to this Section 9, the total number of shares of Preferred Stock
purchasable upon the exercise of each Warrant shall (subject to the
provisions contained in Section 9(c)) be such number of shares
(calculated to the nearest tenth) purchasable at the applicable Purchase
Price immediately prior to such adjustment multiplied by a fraction, the
numerator of which shall be the applicable Purchase Price in effect
immediately prior to such adjustment and denominator of which shall be
the applicable Purchase Price in effect immediately after such
adjustment.
(c) The Company may elect, upon any adjustment of the
applicable Purchase Price hereunder, to adjust the number of Warrants
outstanding, in lieu of adjusting the number of shares of Preferred Stock
purchasable upon the exercise of each Warrant as hereinabove provided, so
that each Warrant outstanding after such adjustment shall represent the
right to purchase one share of Preferred Stock. Each Warrant held of
record prior to such adjustment of the number of Warrants shall become
that number of Warrants (calculated to the nearest tenth) determined by
multiplying the number one by a fraction, the numerator of which shall be
the applicable Purchase Price in effect immediately prior to such
adjustment and the denominator of which shall be the applicable Purchase
Price in effect immediately after such adjustment. Upon each such
adjustment of the number of Warrants, the Redemption Price in effect
immediately prior to such adjustment also shall be adjusted by
multiplying such Redemption Price by a fraction, the numerator of which
shall be the Purchase Price in effect immediately after such adjustment
and the denominator of which shall be the Purchase Price in effect
immediately prior to such adjustment. Upon each adjustment of the number
of Warrants pursuant to this Section 9, the Company shall, as promptly as
practicable, cause to be distributed to each Registered Holder of Warrant
Certificates on the date of such adjustment Warrant Certificates
evidencing, subject to Section 10, the number of additional Warrants, if
any, to which such Holder shall be entitled as a result of such
adjustment or, at the option of the Company, cause to be distributed to
such Holder in substitution and replacement for the Warrant Certificates
held by such Holder prior to the date of adjustment (and upon surrender
thereof, if required by the Company) new Warrant Certificates evidencing
the number of Warrants to which such Holder shall be entitled after such
adjustment.
(d) Unless there is a mandatory conversion of the Preferred
Stock in connection with any such transaction pursuant to the Certificate
of Designation, in the case of any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change of
outstanding shares of Preferred Stock), or in case of any sale or
conveyance to another corporation of the property of the Company as, or
substantially as, an entirety (other than a sale/leaseback, mortgage or
other financing transaction), the Company shall cause effective provision
to be made so that each holder of a Warrant then outstanding shall have
the right thereafter, by exercising such Warrant, to purchase the kind
and number of shares of stock or other securities or property (including
cash) receivable upon such consolidation, merger, sale or conveyance by a
holder of the number of shares of Preferred Stock that might have been
purchased upon exercise of such Warrant, immediately prior to such
consolidation, merger, sale or conveyance. Any such provision shall
include provision for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 9.
The foregoing provisions shall similarly apply to successive
consolidations, mergers, sales or conveyances.
(e) Irrespective of any adjustments or changes in the Purchase
Price or the number of shares of Preferred Stock purchasable upon
exercise of the Warrants, the Warrant Certificates theretofore and
thereafter issued shall, unless the Company shall exercise its option to
issue new Warrant Certificates, continue to express the applicable
Purchase Price per share, the number of shares purchasable thereunder and
the Redemption Price therefor as were expressed in the Warrant
Certificates when the same were originally issued.
(f) After each adjustment of the Purchase Price pursuant to
this Section 9, the Company will promptly after the fiscal quarter in
which such adjustment was triggered prepare a certificate signed by the
Chairman or President, and by the Secretary or an Assistant Secretary, of
the Company setting forth: (i) the applicable Purchase Price as so
adjusted, (ii) the number of shares of Preferred Stock purchasable upon
exercise of each Warrant after such adjustment, and, if the Company shall
have elected to adjust the number of Warrants, the number of Warrants to
which the Registered Holder of each Warrant shall then be entitled, and
the adjustment in Redemption Price resulting therefrom, and (iii) a brief
statement of the facts accounting for such adjustment. The Company will
promptly file such certificate with the Warrant Agent and cause a brief
summary thereof to be sent by ordinary first class mail to the
Underwriter and to each Registered Holder of Warrants at his or her last
address as it shall appear on the registry books of the Warrant Agent.
No failure to mail such notice nor any defect therein or in the mailing
thereof shall affect the validity thereof except as to the holder to whom
the Company failed to mail such notice, or except as to the holder whose
notice was defective. The affidavit of an officer of the Warrant Agent
or the Secretary or an Assistant Secretary of the Company that such
notice has been mailed shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.
(g) For purposes of Section 9(a) and 9(c) hereof, the
following provisions (i) and (ii) shall also be applicable.
(i) The number of shares of Preferred Stock outstanding
at any given time shall include shares of Preferred Stock owned or held
by or for the account of the Company and the sale or issuance of such
treasury shares or the distribution of any such treasury shares shall not
be considered a Change of Shares for purposes of said sections.
(ii) No adjustment of the Purchase Price shall be made
unless such adjustment would require an increase or decrease of at least
$0.05 in such price; provided that any adjustments which by reason of
this clause (ii) are not required to be made shall be carried forward and
shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment(s) so carried forward,
shall require an increase or decrease of at least $0.05 in the Purchase
Price then in effect hereunder.
(h) No adjustment to the Purchase Price or to the number of
shares of Preferred Stock purchasable upon the exercise of each Warrant
will be made, however, with respect to the issuance or sale of any
Excepted Security (as defined in the Certificate of Designation) or any
shares of Common Stock issuable upon exercise, conversion or exchange
thereof.
(i) Any determination as to whether an adjustment in the
Purchase Price in effect hereunder is required pursuant to Section 9, or
as to the amount of any such adjustment, if required, shall be binding
upon the holders of the Warrants and the Company if made in good faith by
the Board of Directors of the Company.
(j) If and whenever the Company shall grant to the holders of
Preferred Stock, as such, rights or warrants to subscribe for or to
purchase, or any options for the purchase of, Preferred Stock or
securities convertible into or exchangeable for or carrying a right,
warrant or option to purchase Preferred Stock, the Company shall
concurrently therewith grant to each of the then Registered Holders of
the Warrants all of such rights, warrants or options to which each such
holder would have been entitled if, on the date of determination of
stockholders entitled to the rights, warrants or options being granted by
the Company, such holder were the holder of record of the number of whole
shares of Preferred Stock then issuable upon exercise (assuming, for
purposes of this Section 9(j), that the exercise of Warrants is
permissible during periods prior to the Initial Warrant Exercise Date) of
his Warrants. Such grant by the Company to the holders of the Warrants
shall be in lieu of any adjustment which otherwise might be called for
pursuant to this Section 9.
(k) In case the Company shall, at any time prior to the
exercise of a Warrant, make any distribution of its assets to holders of
the Preferred Stock, then the Registered Holder of such Warrant who
exercises his Warrant after the record date for determination of those
Registered Holders of Preferred Stock entitled to such distribution of
assets shall be entitled to receive, upon exercise of the Warrant, in
addition to Preferred Stock, the amount of such distribution which would
have been payable to such Registered Holder had he been the holder of
record of the Preferred Stock receivable upon exercise of such Warrant on
the record date for the determination of those entitled to such
distribution.
SECTION 10. FRACTIONAL WARRANTS AND FRACTIONAL SHARES.
(a) If the number of shares of Preferred Stock purchasable
upon the exercise of each Warrant is adjusted pursuant to Section 9
hereof, the Company shall nevertheless not be required to issue fractions
of shares, upon exercise of the Warrants or otherwise, or to distribute
certificates that evidence fractional shares. With respect to any
fraction of a share called for upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of such fractional share,
determined as follows:
(i) If the Preferred Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on The Nasdaq Stock Market, the current
value shall be the last reported sale price of the Preferred Stock on The
Nasdaq Stock Market or such exchange on the last business day prior to
the date of exercise of the Warrant, or if no such sale is made on such
day, the average of the closing bid and asked prices for such day on such
exchange; or
(ii) If the Preferred Stock is not listed or admitted to
unlisted trading privileges, the current value shall be the mean of the
last reported bid and asked prices reported by the National Quotation
Bureau, Inc. on the last business day prior to the date of the exercise
of the Warrant; or
(iii) If the Preferred Stock is not so listed or admitted
to unlisted trading privileges and bid and asked prices are not so
reported, the current value shall be an amount determined in such
reasonable manner as may be prescribed by the Board of Directors of the
Company.
SECTION 11. WARRANT HOLDERS NOT DEEMED STOCKHOLDERS. No
holder of Warrants shall, as such, be entitled to vote or to receive
dividends or be deemed the holder of Preferred Stock that may at any time
be issuable upon exercise of such Warrants for any purpose whatsoever,
nor shall anything contained herein be construed to confer upon the
holder of Warrants, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any
recapitalization, issuance or reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger or
conveyance or otherwise), or to receive notice of meetings, or to receive
dividends or subscription rights, until such Holder shall have exercised
such Warrants and been issued shares of Preferred Stock in accordance
with the provisions hereof.
SECTION 12. RIGHTS OF ACTION. All rights of action with
respect to this Agreement are vested in the respective Registered Holders
of the Warrants, and any Registered Holder of a Warrant, without consent
of the Warrant Agent or of the holder of any other Warrant, may, in his
own behalf and for his own benefit, enforce against the Company his right
to exercise his Warrants for the purchase of shares of Preferred Stock in
the manner provided in the Warrant Certificates and this Agreement.
SECTION 13. AGREEMENT OF WARRANT HOLDERS. Every holder of a
Warrant, by his acceptance thereof, consents and agrees with the Company,
the Warrant Agent and every other holder of a Warrant that:
(a) The Warrants are transferable only on the registry books
of the Warrant Agent by the Registered Holder thereof in person or by his
attorney duly authorized in writing and only if the Warrant Certificates
representing such Warrants are surrendered at the office of the Warrant
Agent, duly endorsed or accompanied by a proper instrument of transfer
satisfactory to the Warrant Agent and the Company in their sole
discretion, together with payment of any applicable transfer taxes; and
(b) The Company and the Warrant Agent may deem and treat the
person in whose name the Warrant Certificate is registered as the holder
and as the absolute, true and lawful owner of the Warrants represented
thereby for all purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice or knowledge to the contrary, except as
otherwise expressly provided in Section 7 hereof.
SECTION 14. CANCELLATION OF WARRANT CERTIFICATES. If the
Company shall purchase or acquire any Warrant or Warrants, the Warrant
Certificate or Warrant Certificates evidencing the same shall thereupon
be delivered to the Warrant Agent and cancelled by it and retired.
SECTION 15. CONCERNING THE WARRANT AGENT. The Warrant Agent
acts hereunder as agent and in a ministerial capacity for the Company,
and its duties shall be determined solely by the provisions of this
Agreement. The Warrant Agent shall not, by issuing and delivering
Warrant Certificates or by any other act hereunder, be deemed to make any
representations as to the validity, value or authorization of the Warrant
Certificates or the Warrants represented thereby or of any securities or
other property delivered upon exercise of any Warrant or whether any
stock issued upon exercise of any Warrant is fully paid and
nonassessable.
The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to
be made any adjustment of the Purchase Price or the Redemption Price
provided in this Agreement, or to determine whether any fact exists which
may require any such adjustments, or with respect to the nature or extent
of any such adjustment, when made, or with respect to the method employed
in making the same. The Warrant Agent shall not (i) be liable for any
recital or statement of facts contained herein or for any action taken,
suffered or omitted by it in reliance on any Warrant Certificate or other
document or instrument believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties, (ii) be
responsible for any failure on the part of the Company to comply with any
of its covenants and obligations contained in this Agreement or in any
Warrant Certificate, or (iii) be liable for any act or omission in
connection with this Agreement except for its own negligence or willful
misconduct.
The Warrant Agent may at any time consult with counsel
satisfactory to it (who may be counsel for the Company or for the
Underwriter) and shall incur no liability or responsibility for any
action taken, suffered or omitted by it in good faith in accordance with
the opinion or advice of such counsel.
Any notice, statement, instruction, request, direction, order
or demand of the Company shall be sufficiently evidenced by an instrument
signed by the Chairman of the Board, President, any Vice President, its
Secretary, or Assistant Secretary (unless other evidence in respect
thereof is herein specifically prescribed). The Warrant Agent shall not
be liable for any action taken, suffered or omitted by it in accordance
with such notice, statement, instruction, request, direction, order or
demand believed by it to be genuine.
The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse it for its
reasonable expenses hereunder; it further agrees to indemnify the Warrant
Agent and save it harmless against any and all losses, expenses and
liabilities, including judgments, costs and counsel fees, for anything
done or omitted by the Warrant Agent in the execution of its duties and
powers hereunder except loses, expenses and liabilities arising as a
result of the Warrant Agent's negligence or willful misconduct.
In the event of a dispute under this Agreement between the
Company and the Underwriter regarding proceeds received by the Warrant
Agent from the exercise of the Warrants, the Warrant Agent shall have the
right, but not the obligation, to bring an interpleader action to resolve
such dispute.
The Warrant Agent may resign its duties and be discharged from
all further duties and liabilities hereunder (except liabilities arising
as a result of the Warrant Agent's own negligence or willful misconduct),
after giving 30 days' prior written notice to the Company. At least 15
days prior to the date such resignation is to become effective, the
Warrant Agent shall cause a copy of such notice of resignation to be
mailed to the Registered Holder of each Warrant Certificate at the
Company's expense. Upon such resignation, or any inability of the
Warrant Agent to act as such hereunder, the Company shall appoint a new
warrant agent in writing. If the Company shall fail to make such
appointment within a period of 15 days after it has been notified in
writing of such resignation by the resigning Warrant Agent, then the
Registered Holder of any Warrant Certificate may apply to any court of
competent jurisdiction for the appointment of a new warrant agent. Any
new warrant agent, whether appointed by the Company or by such a court
shall be a bank or trust company having a capital and surplus as shown by
its last published report to its stockholders, of not less than Ten
Million ($10,000,000.00) Dollars, or a stock transfer company. After
acceptance in writing of such appointment by the new warrant agent is
received by the Company, such new warrant agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further
assurance, conveyance, act or deed; but if for any reason it shall be
necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the
Company and shall be legally and validly executed and delivered by the
resigning Warrant Agent. Not later than the effective date of any such
appointment the Company shall file notice thereof with the resigning
Warrant Agent and shall forthwith cause a copy of such notice to be
mailed to the Registered Holder of each Warrant Certificate.
Any corporation into which the Warrant Agent or any new warrant
agent may be converted or merged or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall
be a party or any corporation succeeding to the trust business of the
Warrant Agent shall be a successor warrant agent under this Agreement
without any further act, provided that such corporation is eligible for
appointment as successor to the Warrant Agent under the provisions of the
preceding paragraph. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed to the
Company and to the Registered Holder of each Warrant Certificate.
The Warrant Agent, its subsidiaries and affiliates, and any of
its or their officers or directors, may buy and hold or sell Warrants or
other securities of the Company and otherwise deal with the Company in
the same manner and to the same extent and with like effects as though it
were not Warrant Agent. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal
entity.
SECTION 16. MODIFICATION OF AGREEMENT. Subject to the
provisions of Section 4(b), the Warrant Agent and the Company may by
supplemental agreement make any changes or corrections in this Agreement
(i) that they shall deem appropriate to cure any ambiguity or to correct
any defective or inconsistent provision or manifest mistake or error
herein contained or (ii) that they may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Warrant
Certificates; PROVIDED, HOWEVER, that this Agreement shall not otherwise
be modified, supplemented or altered in any respect except with the
consent in writing of the Registered Holders of Warrant Certificates
representing not less than a majority of the outstanding Warrants, and
PROVIDED, FURTHER, that no change in the number of or nature of the
securities purchasable upon the exercise of any Warrant, or the Purchase
Price therefor, or the acceleration of the Warrant Expiration Date, shall
be made without the consent in writing of the Registered Holder of the
Warrant Certificate representing such Warrant, other than such changes as
are specifically prescribed by this Agreement as originally executed.
SECTION 17. NOTICES. All notices, requests, consents and
other communications hereunder shall be in writing and shall be deemed to
have been made three days after such is mailed first class registered or
certified mail, postage prepaid as follows: if to the Registered Holder
of a Warrant Certificate, at the address of such holder as shown on the
registry books maintained by the Warrant Agent; if to the Company, at
Rensselaer Technology Park, 000 Xxxxxx Xxxx, Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxxxx, or at such other address as may have been
furnished to the Warrant Agent in writing by the Company, with a copy
sent to Xxxxxx Xxxxxx Xxxxxx & Xxxx, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxxx X. XxXxxxxxxx, Esq.; if to the
Warrant Agent, at American Stock Transfer & Trust Company, 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to Duke & Co., Inc., at 000 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President, with
a copy sent to Zimet, Haines, Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx Xxxxxx, Esq.
SECTION 18. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York,
without reference to principles of conflict of laws.
SECTION 19. BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of the Company, the Warrant Agent and the
Underwriter, and their respective successors and assigns, and the holders
from time to time of the Warrant Certificates. Nothing in this Agreement
is intended or shall be construed to confer upon any other person any
right, remedy or claim, in equity or at law, or to impose upon any other
person any duty, liability or obligation.
SECTION 20. TERMINATION. This Agreement shall terminate at
the close of business on the Warrant Expiration Date of all the Warrants
or such earlier date upon which all Warrants have been exercised and/or
redeemed, except that the Warrant Agent shall account to the Company for
cash held by it and the provisions of Section 15 hereof shall survive
such termination.
SECTION 21. COUNTERPARTS. This Agreement may be executed in
several counterparts, which taken together shall constitute a single
document.
IN WITNESS WHEREOF, the parties hereto have caused this warrant
Agreement to be duly executed as of the date first above written.
IFS INTERNATIONAL, INC.
By:
Authorized Officer
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By:
Authorized Officer
DUKE & CO., INC.
By:
Authorized Officer
EXHIBIT A
(FORM OF FACE OF WARRANT CERTIFICATE)
No. Warrants
VOID AFTER FEBRUARY 20, 2002
WARRANT CERTIFICATE FOR PURCHASE OF
SERIES A CONVERTIBLE PREFERRED STOCK
IFS INTERNATIONAL, INC.
THIS CERTIFIES THAT FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of the
number of Redeemable Series A Convertible Preferred Stock Purchase
Warrants ("Warrants") specified above. Each Warrant initially entitles
the Registered Holder to purchase, subject to the terms and conditions
set forth in this Certificate and the Warrant Agreement (as hereinafter
defined), one (1) fully paid and nonassessable share of Series A
Convertible Preferred Stock, $.001 par value (the "Preferred Stock"), of
IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), at any
time from February 21, 1999 (or earlier in certain circumstances as
provided in the Warrant Agreement referred to below) to the Expiration
Date (as hereinafter defined), upon the presentation and surrender of
this Warrant Certificate with the Election to Purchase Form on the
reverse hereof duly executed, at the corporate office of AMERICAN STOCK
TRANSFER & TRUST COMPANY as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $6.25 (the "Purchase Price") in lawful
money of the United States of America in cash or by official bank or
certified check made payable to the Warrant Agent.
This Warrant Certificate and each Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement (the "Warrant Agreement")
dated as of February 21, 1997, by and among the Company, the Warrant
Agent and Duke & Co., Inc. (the "Underwriter").
In the event of certain contingencies provided for in the
Warrant Agreement, the Purchase Price or the number of shares of
Preferred Stock subject to purchase upon the exercise of each Warrant
represented hereby are subject to modifications or adjustments.
Each Warrant represented hereby is exercisable at the option of
the Registered Holder, but no fractional shares of Preferred Stock will
be issued. In case of the exercise of less than all the Warrants
represented hereby, the Company shall cancel this Warrant Certificate
upon the surrender hereof and shall execute and deliver a new Warrant
Certificate or Warrant Certificates of like tenor, which the Warrant
Agent shall countersign, for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (New York time)
on February 20, 2002, or such earlier date as the Warrants shall be
redeemed. If such date shall in the State of New York be a holiday or a
day on which the banks are authorized to close, then the Expiration Date
shall mean 5:00 p.m. (New York time) on the next following day which in
the State of New York is not a holiday or a day on which banks are
authorized to close.
The Company shall not be obligated to deliver any securities
pursuant to the exercise of this Warrant unless a registration statement
under the Securities Act of 1933, as amended, with respect to such
securities is effective. This Warrant shall not be exercisable by a
Registered Holder in any state in which it would be unlawful for the
Company to deliver the shares of Preferred Stock upon exercise of the
Warrants represented hereby.
The Warrant Certificate is exchangeable, upon the surrender
hereof by the Registered Holder at the corporate office of the Warrant
Agent, for a new Warrant Certificate or Warrant Certificates of like
tenor representing an equal aggregate number of Warrants, each of such
new Warrant Certificates to represent such number of Warrants as shall be
designated by such Registered Holder at the time of such surrender. Upon
due presentment of this Warrant Certificate at such office for
registration of transfer, together with any transfer fee and any tax or
other governmental charge imposed in connection with such transfer, a new
Warrant Certificate or Warrant Certificates representing an equal
aggregate number of Warrants will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of
the Company, including, without limitation, the right to vote or to
receive dividends or other distributions, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided
in the Warrant Agreement.
Commencing February 21, 1998, this Warrant may, with the prior
consent of the Underwriter, be redeemed at the option of the Company, at
a redemption price of $.10 per Warrant, provided the Market Price (as
defined in the Warrant Agreement) for the securities issuable upon
exercise of such Warrant shall exceed $8.00 per share (subject to
adjustment as set forth in the Warrant Agreement) for 20 consecutive
trading days ending not more than three days prior to the date on which
the Company gives notice of redemption. Notice of redemption shall be
given not later than the thirtieth day, and not earlier than the forty
fifth day, before the date fixed for redemption, all as provided in the
Warrant Agreement. On and after the date fixed for redemption, the
Registered Holder shall have no rights with respect to this Warrant
except to receive the $.10 per Warrant upon surrender of this
Certificate.
Prior to due presentment for registration of transfer hereof,
the Company and the Warrant Agent may deem and treat the Registered
Holder as the absolute owner hereof and of each Warrant represented
hereby (notwithstanding any notations of ownership or writing hereon made
by anyone other than a duly authorized officer of the Company or the
Warrant Agent) for all purposes and shall not be affected by any notice
to the contrary.
The Company has agreed to pay a fee of 5% of the Purchase Price
to the Underwriter upon certain conditions as specified in the Warrant
Agreement upon the exercise of this Warrant.
This Warrant Certificate and each Warrant represented hereby
shall be governed by and construed in accordance with the laws of the
State of New York.
This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or in facsimile by two of its
officers thereunto duly authorized, and a facsimile of its corporate seal
to be imprinted hereon.
IFS INTERNATIONAL, INC.
By
Its
By
Its
Date:
[Seal]
COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent
By
Its
Authorized Officer
(FORM OF REVERSE OF WARRANT CERTIFICATE)
ELECTION TO PURCHASE FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects
to exercise ( ) Warrants represented by this Warrant
Certificate, and to purchase the securities issuable upon the exercise
of such Warrants, and requests that certificates for such securities
shall be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
[please print or type name and address]
and be delivered to
[please print or type name and address]
and if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance
of such Warrants be registered in the name of, and delivered to, the
Registered Holder at the address stated below.
The undersigned represents that the exercise of the within
Warrant was solicited by a member of the National Association of
Securities Dealers, Inc. ("NASD"). If not solicited by an NASD member,
please write "unsolicited" in the space below.
Please indicate the name of the NASD member firm which solicited the
exercise of the Warrant.
Name of soliciting NASD Member
Dated:
Signature
Street Address
City, State and Zip Code
Taxpayer ID Number
Signature Guaranteed:
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
[please print or type name and address]
( ) of the Warrants represented
by this Warrant Certificate, and hereby irrevocably constitutes and
appoints Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution
in the premises.
Dated:
Signature Guaranteed:
THE SIGNATURE TO THE ASSIGNMENT OR THE ELECTION TO PURCHASE FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
MEDALLION BANK.
