Contract
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO INCENTRA SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right
to
Purchase up to 350,000 Shares of Common Stock of
(subject
to adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT
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No.
_________________
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Issue
Date: December 28, 2007
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INCENTRA
SOLUTIONS, INC., a corporation organized under the laws of the State of Nevada
(“ICNS”), hereby certifies that, for value received, VALENS U.S. SPV I, LLC, or
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company (as defined herein) from and after the Issue Date
of
this Warrant and at any time or from time to time before 5:00 p.m., New York
time, through the close of business December 28, 2027 (the “Expiration Date”),
up to 350,000 fully paid and nonassessable shares of Common Stock (as
hereinafter defined), at the applicable Exercise Price (as defined below) per
share. The number and character of such shares of Common Stock and the
applicable Exercise Price per share are subject to adjustment as provided
herein.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term
“Company” shall include ICNS and any corporation which shall succeed, or assume
the obligations of, ICNS hereunder.
(b) The
term
“Common Stock” includes (i) the Company’s Common Stock, par value $0.001 per
share; and (ii) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan
of
recapitalization, reorganization, merger, sale of assets or
otherwise.
(c) The
term
“Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the
Holder of this Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant
to
Section 4 or otherwise.
(d) The
“Exercise Price” applicable under this Warrant shall be $0.01.
1.
Exercise
of Warrant.
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1.1
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Number
of Shares Issuable upon Exercise.
From and after the date hereof, the Holder shall be entitled to receive,
upon exercise of this Warrant in whole or in part, by delivery of
an
original or fax copy of an exercise notice in the form attached hereto
as
Exhibit A (the “Exercise Notice”) up to 350,000 shares of Common Stock of
the Company, subject to adjustment pursuant to Section
4.
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1.2
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Fair
Market Value.
For purposes hereof, the “Fair Market Value” of a share of Common Stock as
of a particular date (the “Determination Date”) shall mean:
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(a)
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If
the Company’s Common Stock is traded on the American Stock Exchange or
another national exchange or is quoted on the National or Capital
Market
of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last sale
price, respectively, reported for the last business day immediately
preceding the Determination Date.
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(b)
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If
the Company’s Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the NASD
Over-the-Counter Bulletin Board, then the mean of the average of
the
closing bid and asked prices reported for the last business day
immediately preceding the Determination
Date.
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(c)
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Except
as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree or in the
absence of agreement by arbitration in accordance with the rules
then in
effect of the American Arbitration Association, before a single arbitrator
to be chosen from a panel of persons qualified by education and training
to pass on the matter to be
decided.
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(d)
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If
the Determination Date is the date of a liquidation, dissolution
or
winding up, or any event deemed to be a liquidation, dissolution
or
winding up pursuant to the Company’s charter, then all amounts to be
payable per share to holders of the Common Stock pursuant to the
charter
in the event of such liquidation, dissolution or winding up, plus
all
other amounts to be payable per share in respect of the Common Stock
in
liquidation under the charter, assuming for the purposes of this
clause
(d) that all of the shares of Common Stock then issuable upon exercise
of
the Warrant are outstanding at the Determination
Date.
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1.3
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Company
Acknowledgment.
The Company will, at the time of the exercise of this Warrant, upon
the
request of the Holder hereof, acknowledge in writing its continuing
obligation to afford to such Holder any rights to which such Holder
shall
continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any
such
request, such failure shall not affect the continuing obligation
of the
Company to afford to such Holder any such rights.
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2
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1.4
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Trustee
for Warrant Holders.
In the event that a bank or trust company shall have been appointed
as
trustee for the Holder of this Warrant pursuant to Subsection 3.2,
such
bank or trust company shall have all the powers and duties of an
Warrant
agent (as hereinafter described) and shall accept, in its own name
for the
account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor,
as the case may be, on exercise of this Warrant pursuant to this
Section
1.
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2. Procedure
for Exercise.
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2.1
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Delivery
of Stock Certificates, Etc., on Exercise.
The Company agrees that the shares of Common Stock purchased upon
exercise
of this Warrant shall be deemed to be issued to the Holder 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
in
accordance herewith. As soon as practicable after the exercise of
this
Warrant in full or in part, and in any event within three (3) business
days thereafter, the Company at its expense (including the payment
by it
of any applicable issue taxes) will cause to be issued in the name
of and
delivered to the Holder, or as such Holder (upon payment by such
Holder of
any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of
duly and
validly issued, fully paid and nonassessable shares of Common Stock
(or
Other Securities) to which such Holder shall be entitled on such
exercise,
plus, in lieu of any fractional share to which such Holder would
otherwise
be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or
other
securities and property (including cash, where applicable) to which
such
Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.
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2.2
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Exercise.
(a) Payment may be made either (i) in cash of immediately available
funds
or by certified or official bank check payable to the order of the
Company
equal to the applicable aggregate Exercise Price, (ii) by delivery
of this
Warrant, or shares of Common Stock and/or Common Stock receivable
upon
exercise of this Warrant in accordance with Section (b) below, or
(iii) by
a combination of any of the foregoing methods, for the number of
Common
Shares specified in such Exercise Notice (as such exercise number
shall be
adjusted to reflect any adjustment in the total number of shares
of Common
Stock issuable to the Holder per the terms of this Warrant); provided,
however, that if at the time of delivery of an Exercise Notice the
shares
of Common Stock to be issued upon payment of the Exercise Price have
been
registered under the Securities Act of 1933, as amended (the “Securities
Act”), and are covered by an effective registration statement under the
Securities Act, payment of the Exercise Price may only be made pursuant
to
clause (i) above and may not be made pursuant to clause (ii) or (iii)
above. Upon receipt by the Company of an Exercise Notice and proper
payment of the aggregate Exercise Price, the Holder shall thereupon
be
entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein.
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3
(b) Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share
of
Common Stock is greater than the Exercise Price (at the date of calculation
as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Notice, in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:
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X=Y
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(A-B)
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A
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Where
X =
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the
number of shares of Common Stock to be issued to the Holder
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Y
=
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the
number of shares of Common Stock purchasable under this Warrant or,
if
only a portion of this Warrant is being exercised, the portion of
this
Warrant being exercised (at the date of such calculation)
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A
=
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the
Fair Market Value of one share of the Company’s Common Stock (at the date
of such calculation)
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B
=
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the
Exercise Price (as adjusted to the date of such calculation)
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3. Effect
of Reorganization, Etc.; Adjustment of Exercise Price.
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3.1
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Reorganization,
Consolidation, Merger, Etc.
In case at any time or from time to time, the Company shall (a) effect
a
reorganization, (b) consolidate with or merge into any other person,
or
(c) transfer all or substantially all of its properties or assets
to any
other person under any plan or arrangement contemplating the dissolution
of the Company, then, in each such case, as a condition to the
consummation of such a transaction, proper and adequate provision
shall be
made by the Company whereby the Holder of this Warrant, on the exercise
hereof as provided in Section 1 at any time after the consummation
of such
reorganization, consolidation or merger or the effective date of
such
dissolution, as the case may be, shall receive, in lieu of the Common
Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities
and
property (including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution, as
the case
may be, if such Holder had so exercised this Warrant, immediately
prior
thereto, all subject to further adjustment thereafter as provided
in
Section 4.
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4
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3.2
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Dissolution.
In the event of any dissolution of the Company following the transfer
of
all or substantially all of its properties or assets, the Company,
concurrently with any distributions made to holders of its Common
Stock,
shall at its expense deliver or cause to be delivered to the Holder
the
stock and other securities and property (including cash, where applicable)
receivable by the Holder of this Warrant pursuant to Section 3.1,
or, if
the Holder shall so instruct the Company, to a bank or trust company
specified by the Holder and having its principal office in New York,
NY as
trustee for the Holder of this Warrant (the
“Trustee”).
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3.3
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Continuation
of Terms.
Upon any reorganization, consolidation, merger or transfer (and any
dissolution following any transfer) referred to in this Section 3,
this
Warrant shall continue in full force and effect and the terms hereof
shall
be applicable to the shares of stock and other securities and property
receivable on the exercise of this Warrant after the consummation
of such
reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and
shall be
binding upon the issuer of any such stock or other securities, including,
in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether
or
not such person shall have expressly assumed the terms of this Warrant
as
provided in Section 4. In the event this Warrant does not continue
in full
force and effect after the consummation of the transactions described
in
this Section 3, then the Company’s securities and property (including
cash, where applicable) receivable by the Holders of the Warrant
will be
delivered to Holder or the Trustee as contemplated by Section
3.2.
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4. Extraordinary
Events Regarding Common Stock.
In the
event that the Company shall (a) issue additional shares of the Common Stock
as
a dividend or other distribution on outstanding Common Stock or any preferred
stock issued by the Company, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of the Common Stock into a smaller
number of shares of the Common Stock (each of the preceding clauses (a) through
(c), inclusive, an “Event”), then, in each such event, the number of shares of
Common Stock that the Holder shall thereafter, on the exercise hereof as
provided in Section 1, be entitled to receive shall be increased or decreased
to
a number determined by multiplying the number of shares of Common Stock that
would, immediately prior to such Event, be issuable upon the exercise of this
Warrant by a fraction of which (a) the numerator is the number of issued and
outstanding shares of Common Stock immediately after such Event, and (b) the
denominator is the number of issued and outstanding shares of Common Stock
immediately prior to such Event.
5. Certificate
as to Adjustments.
In each
case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of this Warrant, the Company at its expense
will promptly cause its Chief Financial Officer or other appropriate designee
to
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment
is
based, including a statement of (a) the consideration received or receivable
by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Exercise Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to
the
Holder of this Warrant and any Warrant agent of the Company (appointed pursuant
to Section 11 hereof).
5
6. Reservation
of Stock, Etc., Issuable on Exercise of Warrant.
The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this
Warrant.
7. Assignment;
Exchange of Warrant.
Subject
to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) in whole or in part. On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B attached
hereto (the “Transferor Endorsement Form”) and together with evidence reasonably
satisfactory to the Company demonstrating compliance with applicable securities
laws, which shall include, without limitation, the provision of a legal opinion
from the Transferor’s counsel that such transfer is exempt from the registration
requirements of applicable securities laws, and with payment by the Transferor
of any applicable transfer taxes) will issue and deliver to or on the order
of
the Transferor thereof a new Warrant of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or
faces
of the Warrant so surrendered by the Transferor.
8. Replacement
of Warrant.
On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement
or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of this Warrant,
the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
9. Registration
Rights.
The
Holder of this Warrant has been granted certain registration rights by the
Company. These registration rights are set forth in the Registration Rights
Agreement dated as of the date hereof entered into by the Company and the
initial Holder of this Warrant, as amended, modified or supplemented from time
to time.
6
10. Maximum
Exercise.
Notwithstanding anything herein to the contrary, in no event shall the Holder
be
entitled to exercise any portion of this Warrant in excess of that portion
of
this Warrant upon exercise of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its Affiliates (other than
shares of Common Stock which may be deemed beneficially owned through the
ownership of the unexercised portion of the Warrant or the unexercised or
unconverted portion of any other security of the Holder subject to a limitation
on conversion analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the exercise of the portion of this
Warrant with respect to which the determination of this proviso is being made,
would result in beneficial ownership by the Holder and its Affiliates of any
amount greater than 9.99% of the then outstanding shares of Common Stock
(whether or not, at the time of such exercise, the Holder and its Affiliates
beneficially own more than 9.99% of the then outstanding shares of Common
Stock). As used herein, the term “Affiliate” means any person or entity that,
directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms
are used in and construed under Rule 144 under the Securities Act. For
purposes of the second preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act
of
1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided
in clause (1) of such sentence. For any reason at any time, upon written or
oral
request of the Holder, the Company shall within one (1) business day confirm
orally and in writing to the Holder the number of shares of Common Stock
outstanding as of any given date. The limitations set forth herein (x) may
be waived by the Holder upon provision of no less than sixty-one (61) days
prior
written notice to the Company and (y) shall automatically become null and void
following notice to the Company upon the occurrence and during the continuance
of an Event of Default (as defined in the Security Agreement, dated as of
February 6, 2006, by and among the Company, Laurus Master Fund, Ltd. (“Laurus”),
the Holder, as partial assignee of Laurus, and the Eligible Subsidiaries defined
therein).
11. Restriction.
Notwithstanding anything to the contrary contained herein, the Holder hereby
agrees that during the period on and after the Issue Date and prior to the
date
that is the one year anniversary of the Issue Date, it shall not sell any Common
Stock acquired upon exercise of this Warrant..
12. Warrant
Agent.
The
Company may, by written notice to the Holder of this Warrant, appoint an agent
for the purpose of issuing Common Stock (or Other Securities) on the exercise
of
this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section
7, and replacing this Warrant pursuant to Section 8, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may
be,
shall be made at such office by such agent.
13. Transfer
on the Company’s Books.
Until
this Warrant is transferred on the books of the Company, the Company may treat
the registered Holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
14. Rights
of Shareholders.
No
Holder shall be entitled to vote or receive dividends or be deemed the holder
of
the shares of Common Stock or any other securities of the Company which may
at
any time be issuable upon exercise of this Warrant for any purpose (the “Warrant
Shares”), nor shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon the recapitalization, issuance of shares,
reclassification of shares, change of nominal value, consolidation, merger,
conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise, in each case, until the earlier
to occur of (x) the date of actual delivery to Holder (or its designee) of
the
Warrant Shares issuable upon the exercise hereof or (y) the third business
day
following the date such Warrant Shares first become deliverable to Holder,
as
provided herein.
7
15. Notices,
Etc.
All
notices and other communications from the Company to the Holder of this Warrant
shall be mailed by first class registered or certified mail, postage prepaid,
at
such address as may have been furnished to the Company in writing by such Holder
or, until any such Holder furnishes to the Company an address, then to, and
at
the address of, the last Holder of this Warrant who has so furnished an address
to the Company.
16. Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be governed by and construed in accordance with the laws of State of New York
without regard to principles of conflicts of laws. Any action brought concerning
the transactions contemplated by this Warrant shall be brought only in the
state
courts of New York or in the federal courts located in the state of New York;
provided, however, that the Holder may choose to waive this provision and bring
an action outside the State of New York. The individuals executing this Warrant
on behalf of the Company agree to submit to the jurisdiction of such courts
and
waive trial by jury. The prevailing party shall be entitled to recover from
the
other party its reasonable attorneys' fees and costs. In the event that any
provision of this Warrant is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to
the
extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid
or
unenforceable under any law shall not affect the validity or enforceability
of
any other provision of this Warrant. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of
the
terms hereof. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision hereof.
The Company acknowledges that legal counsel participated in the preparation
of
this Warrant and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Warrant to favor any party against the other
party.
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
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WITNESS:
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By:
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/s/ Xxxxxxx X. Xxxxxxx | ||
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Name:
Xxxxxxx X. Xxxxxxx
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| /s/ Xxxxxxx Xxxxx |
Title:
Chief Corporate Development Officer, Treasurer, Asst.
Secretary
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SIGNATURE
PAGE TO
COMMON
STOCK PURCHASE WARRANT
EXHIBIT
A
FORM
OF SUBSCRIPTION
(To
Be
Signed Only On Exercise Of Warrant)
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TO:
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0000
Xxxxx Xxxxxx
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Xxxxxxx,
XX 00000
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Attention:
Chief Financial Officer
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The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):
| ________ |
________
shares of the Common Stock covered by such Warrant; or
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| ________ |
the
maximum number of shares of Common Stock covered by such Warrant
pursuant
to the cashless exercise procedure set forth in Section
2.
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The
undersigned herewith makes payment of the full Exercise Price for such shares
at
the price per share provided for in such Warrant, which is $___________. Such
payment takes the form of (check applicable box or boxes):
| ________ |
$__________
in lawful money of the United States; and/or
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| ________ |
the
cancellation of such portion of the attached Warrant as is exercisable
for
a total of _______ shares of Common Stock (using a Fair Market Value
of
$_______ per share for purposes of this calculation);
and/or
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| ________ |
the
cancellation of such number of shares of Common Stock as is necessary,
in
accordance with the formula set forth in Section 2.2, to exercise
this
Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth
in
Section 2.
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The
undersigned requests that the certificates for such shares be issued in the
name
of, and delivered to ______________________________________________ whose
address is _______________________________________
____________________________________.
The
undersigned represents and Warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”) or pursuant to an exemption from registration
under the Securities Act.
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Dated:
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||||
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(Signature
must conform to name of holder as specified on the face of the
Warrant)
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Address:
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SIGNATURE
PAGE TO
COMMON
STOCK PURCHASE WARRANTY
1
EXHIBIT
B
FORM
OF TRANSFEROR ENDORSEMENT
(To
Be
Signed Only On Transfer Of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of INCENTRA SOLUTIONS, INC. (the “Company”) into which the within Warrant
relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
the
Company with full power of substitution in the premises.
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Transferees
|
Address
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Percentage
Transferred
|
Number
Transferred
|
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Dated:
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||||
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(Signature
must conform to name of holder as specified on the face of the
Warrant)
|
||||
|
Address:
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SIGNED
IN THE PRESENCE OF:
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(Name)
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ACCEPTED
AND AGREED:
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[TRANSFEREE]
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(Name)
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1
