THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT...Warrant Agreement • January 23rd, 2008 • ICC Worldwide, Inc. • Computer & office equipment • Delaware
This certifies that, for value received, The Black Diamond Fund , LLLP, or registered assigns ("Warrantholder"), is entitled to purchase from ICC Worldwide, Inc., (formally Torbay Holdings, Inc., the "Company"), subject to the provisions of this Warrant, at any time and from time to time until 5:00 p.m. Pacific Standard Time on January 15, 2013, fifteen million (15,000,000) shares of the Company's Common Stock, par value $.0001 per share ("Warrant Shares"). The purchase price payable upon the exercise of this Warrant shall be $.01 per Warrant Share. The Warrant Price and the number of Warrant Shares which the Warrantholder is entitled to purchase is subject to adjustment upon the occurrence of the contingencies set forth in Section 3 of this Warrant, and as adjusted from time to time, such purchase price is hereinafter referred to as the "Warrant Price."
FOURTH AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 23rd, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This Fourth Amendment (“Fourth Amendment”) is made as of this 15th day of January, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the “Issuer” or the “Company”) and THE BLACK DIAMOND FUND, LLLP, a Minnesota limited liability limited partnership (the “Buyer”).
