EXHIBIT 4.20
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.
COMMON STOCK PURCHASE WARRANT
INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
COMMON STOCK
(NO PAR VALUE)
Dated October 28, 2003
200,000 Warrants Void After June 1, 2006
This certifies that, for value received, Integrated Business Systems
and Services, Inc., a South Carolina corporation (hereinafter called the
"Company") hereby grants to ELITE FINANCIAL COMMUNICATIONS GROUP, LLC (the
"Holder"), and its successors, heirs and assigns, the right, upon the due
exercise hereof at any time during the period commencing on the date hereof and
terminating at 5:00 P.M. eastern standard time on the second anniversary of the
calendar day immediately following the date that the Company's registration
statement on Form SB-2 that registers the shares of common stock underlying this
warrant becomes effective (the "Expiration Time"), to purchase Two Hundred
Thousand (200,000) shares of common stock of the Company ("Common Stock"), no
par value (each, a "Warrant Share" and collectively, the "Warrant Shares"). Each
warrant issued hereunder shall be exercisable into one (1) Warrant Share. The
number of Warrant Shares granted hereunder shall be subject to adjustment upon
the occurrence of certain terms and conditions of this Warrant, all as set forth
below.
1. Exercise Price and Vesting.
The warrants granted hereunder vest in Holder on the dates
below and at the corresponding exercise price per warrant (the "Exercise Price")
as follows:
(a) 50,000 warrants, exercisable at $0.30 per share, will
vest on the date hereof;
(b) 50,000 warrants, exercisable at $0.35 per share, will
vest on the 91st day after the date hereof;
(c) 50,000 warrants, exercisable at $0.40 per share, will
vest on the 181st day after the date hereof; and
(d) 50,000 warrants, exercisable at $0.45 per share, will
vest on the 271st day after the date hereof.
2. Exercise or Conversion of Warrant.
(a) This Warrant may not be exercised by the Holder
hereof until such time as the warrants granted hereunder vest in the Holder on
the vesting date or dates set forth above in Section 1 hereof. On or after each
such vesting date, the number of warrants vesting in the Holder on such date
Page 1 - Integrated Business Systems and Services, Inc.
Stock Purchase Warrant
(including any warrants that may have vested on the prior vesting date or dates
but which are unexercised) may be exercised by the Holder during the period
commencing on each such vesting date and ending at the Expiration Time, in whole
at any time per the terms set forth herein 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 in the form annexed hereto (the "Notice of Exercise"), 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.
3. 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 granted common stock purchase warrants included in the
series of warrants of which this Warrant forms a part. Notwithstanding 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.
4. 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.
5. Fractional Shares. Notwithstanding an adjustment in the number
of Warrant Shares purchasable upon the exercise of the Warrant pursuant to
Section 2, 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
Page 2 - Integrated Business Systems and Services, Inc.
Stock Purchase Warrant
Section 5, 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 quotation system ("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.
6. 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.
7. 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.
8. 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.
9. Applicable Law. The validity, interpretation, and performance
of this Warrant shall be governed by the substantive laws of the State of South
Carolina. without regards to the principles of the conflict of laws or the
choice of laws.
10. 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.
11. 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.
12. 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.
Page 3 - Integrated Business Systems and Services, Inc.
Stock Purchase Warrant
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: October 28, 2003
INTEGRATED BUSINESS SYSTEMS AND SERVICES,
INC., a South Carolina corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
Page 4 - Integrated Business Systems and Services, Inc.
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)
Page 5 - Integrated Business Systems and Services, Inc.
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)
Page 6 - Integrated Business Systems and Services, Inc.
Stock Purchase Warrant
