Contract
THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD
OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
CONVERSION
SERVICES INTERNATIONAL, INC.
March
1, 2007
THIS
COMMON STOCK PURCHASE WARRANT (this “Warrant”)
of
Conversion Services International, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (the “Company”),
is
issued to the Holder (as defined below).
FOR
VALUE
RECEIVED, the Company hereby certifies that the registered holder hereof and
its
successors and assigns, TAG
Virgin Islands, Inc., as agent
(the
“Holder”)
is
entitled to purchase from the Company 13,333,333 duly authorized, validly
issued, fully paid and nonassessable shares of common stock of the Company,
par
value $0.001 per share (the “Common
Stock”),
at a
purchase price per share equal to $0.33, as may be adjusted pursuant to the
anti-dilution provisions set forth herein (the “Warrant
Price”).
The
person or entity in whose name this Warrant (or one or more predecessor
Warrants) is registered on the records of the Company regarding registration
and
transfers of the Warrant (the “Warrant
Register”)
is the
owner and holder thereof for all purposes, except as described in Section
11
hereof.
1. Vesting
of Warrant.
This
Warrant shall vest and become exercisable as of the date hereof.
2. Expiration
of Warrant.
This
Warrant shall expire on February 28, 2012 (the “Expiration
Date”).
3. Exercise
of Warrant.
This
Warrant shall be exercisable pursuant to the terms of Section
1
and this
Section
3
hereof.
3.1 Manner
of
Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
with the terms and conditions hereof, in whole or in part with respect to any
portion of the Warrant, into shares of Common Stock, during normal business
hours on any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in New York, New York are authorized by law to be closed
(a
“Business
Day”)
on or
prior to the Expiration Date with respect to such portion of the Warrant, by
surrender of this Warrant to the Company at its office maintained pursuant
to
Section
11.2(a)
hereof,
accompanied by an exercise notice in substantially the form attached to this
Warrant as Exhibit
A
(or a
reasonable facsimile thereof) duly executed by the Holder, together with the
payment of the Warrant Price. Anything to the contrary not withstanding,
at
any
time that a Registration Statement under the Securities Act of 1933 (the
“Act”)
covering the shares issuable upon exercise of this Warrant is not
effective,
the
Holder shall have the right, at his election exercised in his sole discretion,
to exercise the Warrant, in whole or in part, and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise
in
payment of the Exercise Price, elect instead to receive upon such exercise
the
"Net Number" of shares of Common Stock determined according to the following
formula (a "Cashless
Exercise"):
| Net Number = |
(A
x B) - (A x C)
|
|
|
B
|
For
purposes of the foregoing formula:
A
= the
total number of shares with respect to which this Warrant is then being
exercised.
B
= the
Closing Sale Price of the Common Stock on the trading day immediately preceding
the date of the Exercise Notice.
C
= the
Warrant Exercise Price then in effect for the applicable Warrant Shares at
the
time of such exercise.
3.2 When
Exercise Effective. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the Business Day on
which
this Warrant shall have been surrendered to the Company as provided in
Section
3.1
hereof,
and, at such time, the corporation, association, partnership, organization,
business, individual, government or political subdivision thereof or a
governmental agency (a “Person”
or
the
“Persons”)
in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon exercise as provided in Section
3.3
hereof
shall be deemed to have become the holder or holders of record thereof.
3.3 Delivery
of Stock Certificates. As soon as practicable after each exercise of this
Warrant, in whole or in part, and in any event within 15 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 hereof or, subject to Section
10
hereof,
as the Holder (upon payment by the Holder of any applicable transfer taxes)
may
direct:
(a)
a
certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock to which the Holder shall be entitled
upon
exercise plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, all issuances of Common Stock shall be rounded up to
the
nearest whole share.
2
(b)
in
case exercise is in part only, a new Warrant of like tenor, dated the date
hereof and calling in the aggregate on the face thereof for the number of shares
of Common Stock equal to the number of shares called for on the face of this
Warrant minus the number of shares designated by the Holder upon exercise as
provided in Section
3.1
hereof
(without giving effect to any adjustment thereof).
3.4 Company
to Reaffirm Obligations. The Company will, at the time of each exercise of
this
Warrant, upon the written request of the Holder hereof, acknowledge in writing
its continuing obligation to afford to the Holder all rights (including without
limitation any rights to registration of the shares of Common Stock issued
upon
exercise) to which the Holder shall continue to be entitled after exercise
in
accordance with the terms of this Warrant; provided,
however,
that if
the Holder shall fail to make a request, the failure shall not affect the
continuing obligation of the Company to afford the rights to such
Holder.
4. Adjustment
of Common Stock Issuable Upon Exercise.
The
Warrant Price shall be subject to be adjusted and re-adjusted from time to
time
as provided in this Section
4
and, as
so adjusted or re-adjusted, shall remain in effect until a further adjustment
or
re-adjustment thereof is required by this Section
4:
4.1 Stock
Dividends; Stock Splits. In case the Company at any time or from time to time
after the date hereof shall declare or pay any dividend or otherwise make a
distribution or distributions on the Common Stock payable in Common Stock,
or
shall effect a subdivision of the outstanding shares of Common Stock into a
greater number of shares of Common Stock (by reclassification or otherwise
than
by payment of a dividend in Common Stock), then, and in each case, subject
to
Section
4.3
hereof,
the Warrant Price shall be reduced, concurrently with the dividend or
subdivision, to a price determined by multiplying the Warrant Price by a
fraction:
(a)
the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the dividend or subdivision; and
(b)
the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after the dividend or subdivision.
Additional
shares of Common Stock shall be deemed to have been issued and to be outstanding
(a) in the case of any dividend, immediately after the close of business on
the
record date for the determination of holders of any class of securities entitled
to receive the dividend, or (b) in the case of any subdivision, at the close
of
business on the day immediately prior to the day upon which the corporate action
becomes effective. Additional shares of Common Stock deemed to have been issued
pursuant to this Section
4.1
shall be
deemed to have been issued for no consideration.
3
4.2 Subscription
Offerings. In case the Company shall issue to stockholders or otherwise rights,
options, or warrants entitling the holders thereof to subscribe for or purchase
Common Stock (or securities convertible into or exchangeable for Common Stock)
at a price per share (or having a conversion price per share, in the case of
a
security convertible into or exchangeable for Common Stock) less than the lower
of the then Exercise Price or the Current Market Price per share (as defined
in
Paragraph
4.4
below)
on the record date for the determination of stockholders entitled to receive
such rights, or otherwise on the granting date, as the case may be, then in
each
such case the Exercise Price shall be adjusted by multiplying the Exercise
Price
in effect immediately prior to such record or granting date, as the case may
be,
by a fraction, of which the numerator shall be the number of shares of Common
Stock outstanding on such record or granting date plus the number of shares
of
Common Stock which the aggregate offering price of the total number of shares
of
Common Stock so to be offered (or the aggregate initial conversion price of
the
convertible securities so to be offered) would purchase at such Exercise Price
or Current Market Price, as the case may be, and of which the denominator shall
be the number of shares of Common Stock outstanding on such record or granting
date plus the number of additional shares of Common Stock to be offered for
subscription or purchase (or into which the convertible or exchangeable
securities so to be offered are initially convertible or exchangeable). Such
adjustment shall become effective at the close of business on such record date
or granting date, as the case may be; provided,
however,
that,
to the extent the shares of Common Stock (or securities convertible into or
exchangeable for shares of Common Stock) are not delivered, the Exercise Price
shall be readjusted after the expiration of such rights, options, or warrants
(but only to the extent that the B Warrants are not exercised after such
expiration), to the Exercise Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made upon
the
basis of delivery of only the number of shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock) actually issued.
In
case any subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be
as
determined in good faith by the Company's Board of Directors. Shares of Common
Stock owned by or held for the account of the Company or any majority-owned
subsidiary shall not be deemed outstanding for the purpose of any such
computation.
4.3 Other
Rights to Acquire Common Stock. In case the Company shall distribute to all
holders of its Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions paid from retained earnings of Maker) or rights
or warrants to subscribe or purchase Common stock (excluding those referred
to
in Paragraph
4.2
above),
then in each such case the Exercise Price shall be adjusted so that the same
shall equal the price determined by multiplying the Exercise Price in effect
immediately prior to the date of such distribution by a fraction of which the
numerator shall be the Current Market Price per share (as defined in
Paragraph
4.4
below)
of the Common Stock on the Record Date mentioned below less the then fair market
value (as determined in good faith by the Board of Directors of the Company)
of
the portion of the assets or evidences of indebtedness so distributed or of
such
rights or warrants applicable to one share of Common Stock, and the denominator
shall be the Current Market Price per share of the Common Stock. Such adjustment
shall become effective immediately after the Record Date for the determination
of shareholders entitled to receive such distribution.
4
4.4 Current
Market Price. For the purpose of any computation under Paragraph
4.2 and 3
of this
Section
4,
the
Current
Market Price
per
share of Common Stock on any date shall be deemed to be the average of the
daily
closing prices for the 30 consecutive trading days commencing 45 trading days
before such date. The closing price for each day shall be the last reported
sales price regular way or, in case no such reported sale takes place on such
day, the closing bid price regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange, the highest reported bid price as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or similar organization
if NASDAQ is no longer reporting such information, or by the Pink Sheets, LLC
or
similar organization if the Common Stock is not then quoted on an inter-dealer
quotation system. If on any such date the Common Stock is not quoted by any
such
organization, the fair value of the Common Stock on such date, as determined
in
good faith by the Company's Board of Directors, shall be used.
4.5 Adjustments
for Combinations. In case the outstanding shares of Common Stock shall be
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares of Common Stock, the Warrant Price in effect immediately prior to
the
combination or consolidation shall, concurrently with the effectiveness of
such
combination or consolidation, be proportionately increased. Adjustment under
this Section
4.5
shall
become effective at the close of business on the day immediately prior to the
day upon which the corporate action becomes effective.
4.6 Minimum
Adjustment of Warrant Price. If the amount of any adjustment of the Warrant
Price required pursuant to this Section
4
would be
less than one percent (1%) of the Warrant Price in effect at the time of the
adjustment is otherwise so required to be made, the amount shall be carried
forward and adjustment with respect thereto made at the time of and together
with any subsequent adjustment which, together with the amount and any other
amount or amounts so carried forward, shall aggregate at least one percent
(1%)
of the Warrant Price.
5. Adjustments
for Consolidation, Merger, Sale of Assets or Reorganization.
In case
the Company after the date hereof (a) shall consolidate with or merge into
any
other Person and shall not be the continuing or surviving corporation following
the consolidation or merger, or (b) shall permit any other Person to consolidate
with or merge into the Company and the Company shall be the continuing or
surviving Person but, in connection with the consolidation or merger, the Common
Stock shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, or (c) shall transfer all or
substantially all of its properties or assets to any other Person, or (d) shall
effect a capital reorganization or reclassification of the Common Stock, then,
and in the case of each such transaction, proper provision shall be made so
that, upon the basis and the terms and in the manner provided in this Warrant,
the Holder, upon the exercise hereof at any time after the consummation of
the
transaction, shall be entitled to receive (at the aggregate Warrant Price in
effect at the time of such consummation for all Common Stock issuable upon
exercise immediately prior to the consummation), in lieu of the Common Stock
issuable upon exercise prior to the consummation, the greatest amount of
securities, cash or other property to which the Holder would actually have
been
entitled as a stockholder upon such consummation if the Holder had exercised
the
rights represented by this Warrant immediately prior thereto, subject to
adjustments (subsequent to the consummation) as nearly equivalent as possible
to
the adjustments provided for in Sections
4
and
5
hereof.
5
6. No
Dilution or Impairment.
6.1 The
Company will not, by amendment of its certificate of incorporation or through
any consolidation, merger, reorganization, transfer of assets, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all of the terms
and in the taking of all actions necessary or appropriate in order to protect
the rights of the Holder. Without limiting the generality of the foregoing,
the
Company (a) will not permit the par value of any shares of Common Stock
receivable upon the exercise of this Warrant to exceed the amount payable
therefor upon exercise, (b) will take all actions necessary or appropriate
in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock on the exercise of the Warrant and (c)
will
not take any action which results in any adjustment of the Warrant Price if
the
total number of shares of Common Stock issuable after the action upon the
exercise of the Warrant would exceed the total number of shares of Common Stock
then authorized by the Company's certificate of incorporation and available
for
the purpose of issuance upon exercise.
6.2 The
Company acknowledges that its obligation to issue shares of Common Stock
issuable upon exercise of this Warrant is binding upon it and enforceable
regardless of the dilution that such issuance may have on the ownership
interests of other stockholders.
7. Chief
Financial Officer’s Report as to Adjustments.
In the
case of any adjustment or re-adjustment in the shares of Common Stock issuable
upon the exercise of this Warrant, the Company at its expense will promptly
compute the adjustment or re-adjustment in accordance with the terms of this
Warrant and cause its Chief Financial Officer to certify the computation (other
than any computation of the fair value of property as determined in good faith
by the Board of Directors of the Company) and prepare a report setting forth
the
adjustment or re-adjustment and showing in reasonable detail the method of
calculation thereof and the facts upon which the adjustment or re-adjustment
is
based, including a statement of (a) the number of shares of Common Stock
outstanding or deemed to be outstanding and (b) the Warrant Price in effect
immediately prior to the deemed issuance or sale and as adjusted and re-adjusted
(if required by Section
4
hereof)
on account thereof. The Company will forthwith mail a copy of each report to
each holder of a Warrant and will, upon the written request at any time of
any
holder of a Warrant, furnish to the holder a like report setting forth the
Warrant Price at the time in effect and showing in reasonable detail how it
was
calculated. The Company will also keep copies of all reports at its office
maintained pursuant to Section
11.2(a)
hereof
and will cause them to be available for inspection at the office during normal
business hours upon reasonable notice by any holder of a Warrant or any
prospective purchaser of a Warrant designated by the holder
thereof.
6
8. Reservation
of Shares.
The
Company shall at all times reserve and keep available out of its authorized
but
unissued shares of Common Stock, free from all taxes, liens and charges with
respect to the issue thereof and not be subject to preemptive rights or other
similar rights of stockholders of the Company, solely for the purpose of
effecting the exercise of this Warrant, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the exercise thereof,
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the exercise of this Warrant, in addition
to
such other remedies as shall be available to Holder, the Company will take
such
corporate action as may, in the opinion of its counsel, be necessary to increase
the number of authorized but unissued shares of Common Stock to such number
of
shares as shall be sufficient for such purposes, including without limitation,
using its best efforts to obtain the requisite stockholder approval necessary
to
increase the number of authorized shares of the Company’s Common Stock. All
shares of Common Stock issuable upon exercise of the Warrant shall be duly
authorized and, when issued upon exercise, shall be validly issued and, in
the
case of shares, fully paid and nonassessable.
9. Listing.
The
Company shall at all times comply in all respects with the Company’s reporting,
filing and other obligations under the by-laws or rules of the upon each
national securities exchange or automated quotation system upon which shares
of
Common Stock are then listed and shall list the shares issuable upon the
exercise of this Warrant on such national securities exchange.
10. Restrictions
on Transfer.
10.1 Restrictive
Legends. This Warrant and each Warrant issued upon transfer or in substitution
for this Warrant pursuant to Section
11,
each
certificate for Common Stock issued upon the exercise of any Warrant and each
certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this
Section
10.
Each of
the foregoing securities shall be stamped or otherwise imprinted with a legend
reflecting the restrictions on transfer set forth in this Section
10
and any
restrictions required under the Act.
10.2 Notice
of
Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
that are not registered under an effective registration statement under the
Act
(“Restricted
Securities”),
the
Holder will give written notice to the Company of the Holder's intention to
affect a transfer and to comply in all other respects with this Section
10.2.
Each
notice (a) shall describe the manner and circumstances of the proposed transfer,
and (b) shall designate counsel for the Holder giving the notice (who may be
in-house counsel for the Holder). The Holder giving notice will submit a copy
thereof to the counsel designated in the notice. The following provisions shall
then apply:
7
(i)
If in
the opinion of counsel for the Holder reasonably satisfactory to the Company
the
proposed transfer (i.e. private sale of Restricted Securities) may be effected
without registration of Restricted Securities under the Act (which opinion
shall
state the basis of the legal conclusions reached therein), the Holder shall
thereupon be entitled to transfer the Restricted Securities in accordance with
the terms of the notice delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection with any
transfer shall bear the restrictive legends required by Section
10.1
hereof.
(ii)
If
the opinion called for in (i) above is not delivered, the Holder shall not
be
entitled to transfer the Restricted Securities until either (x) receipt by
the
Company of a further notice from such Holder pursuant to the foregoing
provisions of this Section
10.2
and
fulfillment of the provisions of clause (i) above, or (y) such Restricted
Securities have been effectively registered under the Act.
10.3 Termination
of Restrictions. The restrictions imposed by this Section
10
upon the
transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities: (a) which Restricted Securities shall have
been effectively registered under the Act, or (b) when, in the opinions of
both
counsel for the holder thereof and counsel for the Company, which opinion shall
not be unreasonably withheld, such restrictions are no longer required in order
to insure compliance with the Act or this Section
10.
Whenever such restrictions shall cease and terminate as to any Restricted
Securities, the Holder thereof shall be entitled to receive from the Company,
without expense (other than applicable transfer taxes, if any), new securities
of like tenor not bearing the applicable legends required by Section
10.1
hereof.
11. Ownership,
Transfer and Substitution of Warrant.
11.1 Ownership
of Warrant. The Company may treat the person in whose name this Warrant is
registered to in the Warrant Register maintained pursuant to Section
11.2(a)
hereof
as the owner and holder thereof for all purposes, notwithstanding any notice
to
the contrary, except that, if and when any Warrant is properly assigned by
a
notice in substantially the form attached to this Warrant as Exhibit
B
(or a
reasonable facsimile thereof) duly executed by the Holder in blank, the Company
shall treat the bearer thereof as the owner of such Warrant for all purposes,
notwithstanding any notice to the contrary. Subject to Section
10
hereof,
this Warrant, if properly assigned, may be exercised by a new holder without
a
new Warrant first having been issued.
11.2 Office;
Transfer and Exchange of Warrant.
(a)
The
Company will maintain an office (which may be an agency maintained at a bank)
at
000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx 00000 (until the Company
notifies the Holder of any change of location of the office) where notices,
presentations and demands in respect of this Warrant may be made upon
it.
8
(b)
The
Company shall cause to be kept at its office maintained pursuant to Section
11.2(a)
hereof a
Warrant Register for the registration and transfer of the Warrant. The names
and
addresses of holders of the Warrant, the transfers thereof and the names and
addresses of transferees of the Warrant shall be registered in such Warrant
Register. The Person in whose name any Warrant shall be so registered shall
be
deemed and treated as the owner and holder thereof for all purposes of this
Warrant, and the Company shall not be affected by any notice or knowledge to
the
contrary.
(c)
Upon
the surrender of this Warrant, properly endorsed, for registration of transfer
or for exchange at the office of the Company maintained pursuant to Section
11.2(a)
hereof,
the Company at its expense will (subject to compliance with Section
10
hereof,
if applicable) execute and deliver to or upon the order of the Holder thereof
a
new Warrant of like tenor, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, calling
in
the aggregate on the face thereof for the number of shares of Common Stock
called for on the face of the Warrant so surrendered.
11.3 Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of
the loss, theft, destruction or mutilation of the Warrant and, in the case
of
any such loss, theft or destruction of the Warrant, upon delivery of indemnity
reasonably satisfactory to the Company in form and amount or, in the case of
any
mutilation, upon surrender of the Warrant for cancellation at the office of
the
Company maintained pursuant to Section
11.2(a)
hereof,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like tenor and dated the date hereof.
12. No
Rights or Liabilities as Stockholder.
Except
as
may otherwise be provided herein, no Holder shall be entitled to vote or receive
dividends or be deemed the holder of any shares of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, 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 of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have
been
exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein. The Holder will not be
entitled to share in the assets of the Company in the event of liquidation,
dissolution or the winding up of the Company.
13. Notices.
Any
notice or other communication in connection with this Warrant shall be deemed
to
be given if in writing (or in the form of a facsimile) addressed as hereinafter
provided and actually delivered at such address: (a) if to any Holder, at the
registered address of such holder as set forth in the Warrant Register kept
at
the office of the Company maintained pursuant to Section
11.2(a)
hereof,
or (b)
if to
the Company, to the attention of its Chief Financial Officer at its office
maintained pursuant to Section
11.2(a)
hereof;
provided,
however,
that
the exercise of any Warrant shall be effective in the manner provided in
Section
3
hereof.
9
14. Payment
of Taxes.
The
Company will pay all documentary stamp taxes attributable to the issuance of
shares of Common Stock underlying this Warrant upon exercise of this Warrant;
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 registration of any certificate for shares
of
Common Stock underlying this Warrant in a name other that of the Holder. The
Holder is responsible for all other tax liability that may arise as a result
of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.
15. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged or
any
corporation resulting from any consolidation to which the Company or any new
warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or
stockholders services business shall be successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder’s last address as shown on
the Warrant Register.
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 the change, waiver, discharge or termination is sought. This Warrant shall
be
construed and enforced in accordance with and governed by the laws of the State
of Delaware. The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof.
10
IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant
to be
duly executed as of the date first above written.
| CONVERSION SERVICES INTERNATIONAL, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxx | |
|
Name:
Xxxxx
Xxxxxx
Title:
President
and Chief Executive Officer
|
||
11
EXHIBIT
A
FORM
OF
EXERCISE NOTICE
[To
be
executed only upon conversion of Warrant]
To
CONVERSION SERVICES INTERNATIONAL, INC.:
The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section
3.1
of the
Warrant with respect to __________(1) shares of the Common Stock, at an exercise
price per share of Common Stock of $____, which the holder would be entitled
to
receive upon the cash exercise hereof, and requests that the certificates for
the shares be issued in the name of, and delivered to, whose address
is:
| Dated: _______________ | |||
| Print or Type Name | |||
| (Signature must conform in all respects to name of holder as specified on the face of Warrant) | |||
| (Street Address) | |||
| (City) (State) (Zip Code) | |||
_______________________
(1)
Insert here the number of shares called for on the face of this Warrant (or,
in
the case of a partial exercise, the portion thereof as to which this Warrant
is
being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will
be
issued and delivered, representing the unconverted portion of the Warrant,
to
the holder surrendering the Warrant.
12
EXHIBIT
B
FORM
OF
ASSIGNMENT
[To
be
executed only upon transfer of Warrant]
For
value
received, the undersigned registered holder of the within Warrant hereby sells,
assigns and transfers unto _____________________ the right represented by the
Warrant to purchase __________(1) shares of Common Stock of CONVERSION SERVICES
INTERNATIONAL, INC. to which the Warrant relates, and appoints
_____________________ Attorney to make such transfer on the books of CONVERSION
SERVICES INTERNATIONAL, INC. maintained for the purpose, with full power of
substitution in the premises.
| Dated: | |||
|
(Signature
must conform in all respects to
name of holder as specified on the face
of Warrant)
|
|||
| (Street Address) | |||
| (City) (State) (Zip Code) | |||
| Signed in the presence of: | |||
| (Signature of Transferee) | |||
| (Street Address) | |||
| (City) (State) (Zip Code) | |||
| Signed in the presence of: |
_______________________
(1)
Insert here the number of shares called for on the face of this Warrant (or,
in
the case of a partial exercise, the portion thereof as to which this Warrant
is
being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will
be
issued and delivered, representing the unexercised portion of the Warrant,
to
the holder surrendering the Warrant.
13
