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EXHIBIT 4.2
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
SUBSCRIPTION AGREEMENT OF EVEN DATE (THE "SUBSCRIPTION AGREEMENT").
THE TRANSFERABILITY OF THIS WARRANT IS
RESTRICTED AS PROVIDED IN SECTION 2
No. W-136 November 29, 1999
TEAMSTAFF, INC.
COMMON STOCK PURCHASE WARRANT
For good and valuable consideration, the receipt of which is hereby
acknowledged by TeamStaff, Inc., a New Jersey corporation (the "Company"),
Xxxxxx & Co Securities is hereby granted the right to purchase, at any time
from the date hereof until 5:00P.M., New York City time, on November 29,2002
up to 50,000 (fifty thousand) paid and non-assessable shares of the Company's
Common Stock, $.001 par value per share ("Common Stock").
This Warrant is exercisable at a per share price of $1.186 (the
"Exercise Price") payable in cash or by certified or official bank check in New
York Clearing House funds subject to adjustment as provided in Section 1
hereof. Upon surrender of this Warrant with the annexed Subscription Form duly
executed, together with payment of the Exercise Price for the shares of Common
Stock purchased at the Company's principal executive offices (presently located
at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000) the registered holder of the
Warrant ("holder") shall be entitled to receive a certificate or certificates
for the shares of Common Stock so purchased.
1. Exercise of Warrant.
1.1. The purchase rights represented by this Warrant are exercisable
at the option of the holder hereof, in whole or in part (but not as to
fractional shares of the Common Stock) during any period in which this Warrant
may be exercised as set forth above. In the case of the purchase of less than
all the shares of Common Stock purchasable under this Warrant, the Company shall
cancel this Warrant upon the surrender thereof and shall execute and deliver a
new Warrant of like tenor for the balance of the shares of Common Stock
purchasable hereunder.
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1.2 The issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the holder hereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall be issued in the name of, or in
such names as may be directed by, the holder hereof, provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of such certificate in a name
other than that of the holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
1.3 In case at any time or from time to time the Company shall
subdivide as a whole, split its Common Stock or issue a dividend payable in
shares or otherwise, the number of shares of Common Stock then outstanding into
a greater or lesser number of shares, the Warrant Price then in effect shall be
increased or reduced proportionately, and the number of shares issuable upon
exercise of this Warrant shall accordingly be increased proportionately.
1.4 In case of any reclassification or change of outstanding shares
of Common Stock issuable upon exercise of this Warrant (other than change in par
value, or from par value to no par value, or from no par value to par value, or
as a result or a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock, other than a
change in number of the shares issuable upon exercise of the Warrant) or in case
of any sale or conveyance to another corporation of the property of the Company
as an entirety or substantially as an entirety, the holder of this Warrant shall
have the right thereafter to exercise this Warrant into the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock of the Company for which the Warrant
might have been exercised immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. The above provisions of this Section
1.4 shall similarly apply to successive reclassifications and changes of shares
of Common Stock and to successive consolidations, mergers, sales or conveyances.
1.5 The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of this Warrant as herein provided, such number of shares of
Common Stock as shall then be issuable upon the exercise of this Warrant. The
Company covenants that all shares of Common Stock which shall be so issuable
shall be duly and validly issued and fully-paid and non-assessable.
2. Restrictions on Transfer.
The holder acknowledges that he has been advised by the Company that
this Warrant and the shares of Common Stock (the "Warrant Shares") issuable upon
exercise thereof (collectively the "Securities") have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), that the Warrant
is being issued, and the shares issuable upon
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exercise of the Warrant will be issued, on the basis of the statutory exemption
provided by section 4(2) of the Securities Act relating to transactions by an
issuer not involving any public offering, and that the Company's reliance upon
this statutory exemption is based in part upon the representations made by the
holder contained herein. The holder acknowledges that he has been informed by
the Company of, or is otherwise familiar with, the nature of the limitations
imposed by the Securities Act and the rules and regulations thereunder on the
transfer of securities. In particular, the holder agrees that no sale,
assignment or transfer of the Securities shall be valid or effective, and the
Company shall not be required to give any effect to any such sale, assignment
or transfer, unless (i) the sale, assignment or transfer of the Securities is
registered under the Securities Act, and the Company has no obligations or
intention to so register the Securities, or (ii) the Securities are sold,
assigned or transferred in accordance with all the requirements and limitations
of Rule 144 under the Securities Act or such sale, assignment, or transfer is
otherwise exempt from registration under the Securities Act. The holder
represents and warrants that he has acquired this Warrant and will acquire the
securities for his own account for investment and not with a view to the sale
or distribution thereof or the granting of any participation therein, and that
he has no present intention of distributing or selling to others any of such
interest or granting any participation therein. The holder acknowledges that
the securities shall bear the following legend:
"These securities have not been registered under the Securities Act
of 1933. Such securities may not be sold or offered for sale,
transferred, hypothecated or otherwise assigned in the absence of an
effective registration statement with respect thereto under such Act
or an opinion of counsel to the Company that an exemption from
registration for such sale, offer, transfer, hypothecation or other
assignment is available under such Act."
3. Registration Rights.
3.1 The Company shall advise the Holder of this Warrant or of the
Warrant Shares or any then holder of Warrants or Warrant Shares (such persons
being collectively referred to herein as "holders") by written notice at least
four weeks prior to the filing of any registration statement under the
Securities Act of 1933 (the "Act") covering securities of the Company, except on
Forms S-4 or S-8, and upon the request of any such holder within ten days after
the date of such invoice, include in any such registration statement such
information as may be required to permit a public offering of the Warrant
Shares. The Company shall supply prospectuses and other documents as the Holder
may request in order to facilitate the public sale or other disposition of the
Warrant Shares, qualify the Warrant Shares for sale in such states as any such
holder designates and do any and all other acts and things which may be
necessary or desirable to enable such Holders to consummate the public sale or
other disposition of the Warrant Shares, and furnish indemnification in the
manner as set forth in Subsection 3.2 of this Section 3. Such holders shall
furnish information and indemnification as set forth in Subsection 3.2 of this
Section 3. For the purpose of the foregoing, inclusion of the Warrant Shares in
a Registration Statement pursuant to this sub-paragraph 3.1 under a condition
that the offer and/or sale of such Warrant Shares not commence until a date not
to exceed 90 days from the effective date of such registration statement shall
be deemed to be in compliance with this sub-paragraph 3.1.
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3.2 The following provisions of this Section 3 shall also be
applicable to the exercise of the registration rights granted under this Section
3.1:
(A) The foregoing registration rights shall be contingent on the
holders furnishing the Company with such appropriate information (relating to
the intentions of such holders) as the Company shall reasonably request in
writing. Following the effective date of such registration, the Company shall
upon the request of any owner of Warrants and/or Warrant Shares forthwith supply
such number of prospectuses meeting the requirements of the Act as shall be
requested by such owner to permit such holder to make a public offering of all
Warrant Shares from time to time offered or sold to such holder, provided that
such holder shall from time to time furnish the Company with such appropriate
information (relating to the intentions of such holder) as the Company shall
request in writing. The Company shall also use its best efforts to qualify the
Warrant Shares for sale in such states as such holder shall reasonably
designate.
(B) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Subsection 3.1 of this Section
3 notwithstanding that Warrant Shares subject to this Warrant may be included in
any such registration. Any holder whose Warrant Shares are included in any such
registration statement pursuant to this Section 3 shall, however, bear the fees
of his own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant Shares sold by him pursuant
thereto.
(C) The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Act, who may purchase
from or sell for any such holder any Warrant Shares from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereto or any registration statement
under the Act or any prospectus included therein required to be filed or
furnished by reason of this Section 3 or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the Company by
such holder or underwriter expressly for use therein, which indemnification
shall include each person, if any, who controls any such underwriter within the
meaning of such Act; provided, however, that the Company shall not be obliged so
to indemnify any such holder or underwriter or controlling person unless such
holder or underwriter shall at the same time agree to indemnify the Company, its
directors, each officer signing the related registration statement and each
person, if any, who controls the Company within the meaning of such Act, from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement or any prospectus required to be filed or furnished by
reason of this Section 3 or caused by any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading insofar as such losses, claims, damages or liabilities are caused
by any untrue statement or alleged untrue statement or
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omission based upon information furnished in writing to the Company by any such
holder or underwriter expressly for use therein.
4. Miscellaneous.
4.1 All the covenants and agreements made by the Company in this
Warrant shall bind its successors and assigns.
4.2 No recourse shall be had for the payment of the principal of or
the interest of premium, if any, on this Warrant or for any claim based hereon
or otherwise in any manner in respect hereof, against any incorporator,
stockholder, officer or director, past, present or future, of the Company or of
any predecessor corporation, whether by virtue of any constitutional provision
or statute or rule of law, or by the enforcement of any assessment or penalty or
in any other manner, all such liability being expressly waived and released by
the acceptance hereof and as part of the consideration for the issue hereof.
4.3 No course of dealing between the Company and the holder hereof
shall operate as a waiver of any right of any holder hereof, and no delay on the
part of the holder in exercising any right hereunder shall so operate.
4.4 This Warrant may be amended only by a written instrument
executed by the Company and the holder hereof. Any amendment shall be endorsed
upon this Warrant, and all future holders shall be bound thereby.
4.5 All communications provided for herein shall be sent, except as
may be otherwise specifically provided, by registered or certified mail: if to
the holder of this Warrant, to the address shown on the books of the Company;
and if to the Company, to 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000,
attention of the President, or to such other address as the Company may advise
the holder of this Warrant in writing. Notices shall be deemed given when
mailed.
4.6 The provisions of this Warrant shall in all respects be
constructed according to, and the rights and liabilities of the parties hereto
shall in all respects be governed by, the laws of the State of New Jersey. This
Warrant shall be deemed a contract made under the laws of the State of New
Jersey and the validity of this Warrant and all rights and liabilities hereunder
shall be determined under the laws of said State.
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4.7 The headings of the Sections of this Warrant are inserted for
convenience only and shall not be deemed to constitute a part of this Warrant.
IN WITNESS WHEREOF, DIGITAL SOLUTIONS, INC. has caused this Warrant to
be executed in its corporate name by its Vice Chairman, and its seal to be
affixed hereto.
Dated:
TEAMSTAFF, INC.
Company Seal
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President & CEO
