ContractWarrant Agreement • April 27th, 2007 • Icf Corp • Telephone communications (no radiotelephone) • New York
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 OR SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ICF Corporation Concord, CA 94520 Attention: Chief Financial Officer Dear Sir/Madame:Securities Purchase Agreement • April 27th, 2007 • Icf Corp • Telephone communications (no radiotelephone)
WHEREAS, ICF Corporation, a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (“Laurus”) are parties to (i) a Securities Purchase Agreement dated as of November 30, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”); (ii) the Related Agreements referred to in the Purchase Agreement, as the same may have been amended restated, modified or supplemented from time to time; (iii) a Security Agreement by and among the Company, IFC Communication Solutions, Inc. (“IFC”), and Laurus dated as of November 30, 2004 (as amended, modified or supplemented from time to time, the “Security Agreement”); (iv) the Ancillary Agreements referred to in the Security Agreement, as the same may have been amended restated, modified or supplemented from time to time; and (v) any other written agreements, including, but not limited to, any stock purchase warrants or options heretofore issued by the Company to Laurus (the documents referred to in items (i) throu
