EXHIBIT 4.21
NEITHER THIS WARRANT, NOR THE SHARES OF COMMON STOCK FOR WHICH IT IS
EXERCISABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NO
TRANSFER OR ASSIGNMENT OF THIS WARRANT OR THE SHARES ISSUABLE UPON ITS EXERCISE
MAY BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACT
AND LAW IN RESPECT OF SUCH TRANSFER OR ASSIGNMENT.
STOCK PURCHASE WARRANT
INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
COMMON STOCK
(NO PAR VALUE)
Dated December 4, 2003
250,000 Shares Void After December 8, 2005
This certifies that, for value received, Liberty Union Life Assurance
Corporation (the "Holder"), and its/his/her successors/heirs and assigns, is
entitled upon the due exercise hereof at any time during the period commencing
on the date hereof and terminating at 5:00 P.M. Columbia, South Carolina time on
the second anniversary of the date hereof (the "Expiration Time") to purchase
TWO HUNDRED FIFTY THOUSAND (250,000) shares of Common Stock, no par value, (the
"Warrant Shares"), of INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC., a South
Carolina corporation (hereinafter called the "Company"), such number of shares
being subject to adjustment upon the occurrence of the contingencies set forth
in this Warrant. The purchase price payable per share of Common Stock upon the
exercise of this Warrant (hereinafter referred to as the "Exercise Price") shall
be FORTY US Cents (US$.40) upon exercise of this Warrant during the period from
the date hereof to and including the second anniversary of the date hereof,
subject to adjustment upon the occurrence of the contingencies set forth in this
Warrant.
This Warrant is subject to the following terms and conditions:
1. Exercise or Conversion of Warrant.
(a) This Warrant may be exercised during the period commencing
on the date hereof and ending at the Expiration Time, in whole at any time or in
part from time to time, but not as to a fractional share of Common Stock. In
case of any partial exercise of this Warrant, the Company shall execute and
deliver a new Warrant of like tenor and date for the balance of the Warrant
Shares issuable hereunder.
(b) Upon delivery of this Warrant with the Notice of Exercise
form annexed hereto, duly executed, together with payment of the applicable
Exercise Price in cash or by check for the shares of Common Stock thereby
purchased, at the principal executive offices of the Company, the registered
holder of this Warrant shall be entitled to receive, and shall promptly (but in
no event more than 20 days after such delivery) receive, a certificate or
certificates in proper form for the shares of Common Stock so purchased.
2. Exchange and Transfer of Warrant. This Warrant and all rights
hereunder may not be sold, transferred, assigned, pledged or hypothecated,
except in accordance with the prior written consent of the Company, provided
that this Warrant may be transferred to an entity wholly owned or otherwise
controlled by the Holder, or to one or more of the parties to whom the Company
on the date hereof has
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Stock Purchase Warrant
the foregoing, the Company shall not permit or otherwise give effect to or
recognize any sale, transfer, assignment, pledge or hypothecation of this
Warrant or the securities issuable upon exercise of this Warrant except upon
receipt by the Company of evidence satisfactory to the Company (which may
include an opinion of counsel) that such sale, transfer, assignment, pledge or
hypothecation is not in violation of applicable US federal and state securities
laws and applicable rules and regulations of any Canadian regulatory body having
jurisdiction. This Warrant is exchangeable, without expense, at the option of
the holder, upon presentation and surrender hereof at the principal executive
offices of the Company, for other warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Except as limited herein, this Warrant and
all rights hereunder are transferable by the holder hereof in person or by duly
authorized attorney on the books of the Company upon surrender of this Warrant
at the principal executive offices of the Company, together with the Assignment
form attached hereto duly executed. Absent any such transfer, the Company may
deem and treat the registered holder of this Warrant at any time as the absolute
owner hereof for all purposes and shall not be affected by any notice to the
contrary.
3. Adjustment of Exercise Price and Number of Shares Purchasable
Hereunder. In case the Company shall at any time after the date of this
Agreement (i) declare a dividend or make a distribution on the Common Stock in
shares of its Common Stock, (ii) subdivide the outstanding Common Stock, (iii)
combine or reclassify the outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation), the
Exercise Price and the number of shares purchasable hereunder in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the holder of the Warrant exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Warrant had been exercised immediately prior to such date, such holder would
have owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur.
4. Fractional Shares. Notwithstanding an adjustment in the number
of Warrant Shares purchasable upon the exercise of the Warrant pursuant to
Section 3, the Company shall not be required to issue fractions of Warrant
Shares upon exercise of the Warrant or to distribute certificates which evidence
fractional Warrant Shares. In lieu of fractional Warrant Shares, there shall be
paid to the holder of the Warrant at the time such Warrant is exercised or
converted, as herein provided, an amount in cash equal to the same fraction of
the current market value of a share of Common Stock. For purposes of this
Section 4, the current market value of a share of Common Stock shall be the
closing price of a share of Common Stock on the principal national or regional
securities exchange on which the Common Stock is listed or admitted for trading,
or if not so listed or admitted, the average of the highest reported bid and the
lowest reported ask prices reported on The Nasdaq National Market or the
over-the-counter bulletin board ("OTCBB"), as applicable, for the trading day
immediately prior to the date of such exercise, or if the Common Stock is not
listed on any securities exchange or on Nasdaq or on the OTCBB, as determined in
good faith by the Board of Directors.
5. Covenants of Issuer. The Company covenants and agrees that all
Common Stock and, if applicable, other securities that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issue thereof (other than taxes in respect of any transfer to a person
other than the holder of this Warrant occurring contemporaneously with such
issue). The Company further covenants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved a sufficient number of shares of
Common Stock and, if applicable, other securities to provide for the exercise in
full of the rights represented by this Warrant.
6. Holder's Rights. No holder of this Warrant, as such, shall be
entitled to vote or receive dividends or be deemed to be a shareholder of the
Company for any purpose.
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Stock Purchase Warrant
7. Xxxxxx's Acceptance. Xxxxxx's acceptance of this Warrant and
its exercise of any of its rights hereunder shall evidence that Xxxxxx considers
himself/herself/itself to be a sophisticated investor in companies similarly
situated to the Company, and Xxxxxx has substantial knowledge and experience in
financial and business matters (including knowledge of finance, securities and
investments, generally, and experience and skill in investments based on actual
participation) such that Xxxxxx is capable of evaluating the merits and risks of
the prospective investment in the Company.
8. Applicable Law. The validity, interpretation, and performance
of this Warrant shall be governed by the laws of the State of South Carolina.
9. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Company and the holder hereof.
10. Headings. Headings of the paragraphs in this Warrant are for
convenience and reference only and shall not, for any purpose, be deemed a part
of this Warrant.
11. Notices. Any notice, request, approval, consent, demand or
other communication shall be effective upon the first to occur of the following:
(i) upon receipt by the party to whom such notice, request, approval, consent,
demand or other communication is being given; or (ii) three (3) business days
after being duly deposited in the United States mail, registered or certified,
return receipt requested, and addressed to the receiver as follows: If to the
Company, at 0000 Xxxx Xx., Xxxxx X, Xxxxxxxx, Xxxxx Xxxxxxxx 00000, and if to
the holder of this Warrant, to the holder at the address of the holder
previously provided in writing to the Company. The parties hereto may change
their respective addresses by notice in writing given to the other party to this
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and its corporate seal to be affixed hereto.
Dated: DECEMBER 4, 2003
INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
(CORPORATE SEAL)
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Its: Chief Executive Officer
ATTEST:
Secretary
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Stock Purchase Warrant
NOTICE OF EXERCISE
The undersigned registered holder or assignee of such registered holder
of the within Warrant, hereby elects to purchase _______ shares of Common Stock
of the Company, which the undersigned is entitled to purchase under the terms of
the within Warrant, and tenders herewith payment therefor in full. Such shares
shall be issued in the name of the undersigned or as otherwise specified below:
(Name)
(Address)
If the shares issuable upon exercise do not constitute all shares
issuable as provided in the within Warrant, a new warrant of like tenor for the
number of shares of Common Stock of the Company not being purchased hereunder
shall be issued in the name of the undersigned.
Dated:___________,_______ By:
(Signature)
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Stock Purchase Warrant
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned_________________________ hereby
sells, assigns, and transfers unto_________________________ (Please print or
type), whose mailing address is
________ , and whose Social Security Number or Taxpayer Identification Number,
as applicable, is ___________, the right to purchase___________________ Warrant
Shares evidenced by the within Warrant, and does hereby irrevocably constitute
and appoint_________________________ (Please print or type) Attorney to transfer
such right on the books of the Company, with full power of substitution.
Dated:______________,
Assignor (Please print or type)
(Signature)
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Stock Purchase Warrant
