Void after 5:30 P.M. New York City time on December 31, 2010 SERIES A COMMON STOCK PURCHASE WARRANT OF LOUNSBERRY HOLDINGS I, INC.
EXHIBIT
4.3
|
WA-
|
Warrant
to Purchase
**
**
Shares
of Common Stock
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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. THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON SUCH EXERCISE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH
ACT AND SUCH STATE SECURITIES LAWS, AND THE INVESTOR SHALL HAVE DELIVERED TO
THE
ISSUING COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUING
COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.
Void
after 5:30 P.M. New York City time on December 31, 2010
SERIES
A COMMON STOCK PURCHASE WARRANT
OF
▇▇▇▇▇▇▇▇▇▇
HOLDINGS I, INC.
This
is
to certify that, FOR VALUE
RECEIVED, , or registered
assigns (“Holder”), is entitled to purchase, on the terms and subject to the
provisions of this Warrant, from ▇▇▇▇▇▇▇▇▇▇ Holdings I, Inc., a Delaware
corporation (the “Company”), at an exercise price (the “Exercise Price”) of
twenty cents ($.20) per
share,
( ) shares of common
stock, par value $.0001 per share (“Common Stock”), of the Company at any time
during the period (the “Exercise Period”) commencing on the July 1, 2006 and
ending at 5:30 P.M. New York City time, on December 31, 2010; provided, however,
that if such date is a day on which banking institutions in the State of New
York are authorized by law to close, then on the next succeeding day which
such
banks are not authorized to close. The number of shares of Common Stock to
be
issued upon the exercise or conversion of this Warrant and the price to be
paid
for a share of Common Stock may be adjusted from time to time in the manner
set
forth in this Warrant. The shares of Common Stock deliverable upon such exercise
or conversion, and as adjusted from time to time, are hereinafter sometimes
referred to as “Warrant Shares,” and the exercise price for the purchase of a
share of Common Stock pursuant to this Warrant in effect at any time, as the
same may be adjusted from time to time, is hereinafter sometimes referred to
as
the “Exercise Price.” This Warrant was issued pursuant to an agreement and plan
of reorganization dated January , 2006, by and among the Company, CNS
Acquisition Corp., a Virginia corporation, Computer Network & Software, Inc.
(“CNS”) and the stockholders of CNS.
1. Exercise
of Warrant.
This
Warrant may be exercised in whole at any time or in part from time to time
during the Exercise Period by presentation and surrender hereof to the Company
at its principal office, or at the office of its stock transfer agent, if any,
with the Purchase Form annexed hereto duly executed and accompanied by payment
of the Exercise Price for the number of shares of Common Stock specified in
such
form. Payment of the Exercise Price may be made either by check (subject to
collection) or wire transfer in the amount of the Exercise Price. If this
Warrant should be exercised in part only, the Company shall, upon surrender
of
this Warrant for cancellation, execute and deliver a new Warrant evidencing
the
rights of the Holder hereof to purchase the balance of the shares of Common
Stock purchasable hereunder. Upon receipt by the Company of this Warrant at
its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of
the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered
to
the Holder. Notwithstanding the foregoing, in the event that the Exercise Price
is paid in a manner other than by a wire transfer of the Exercise Price, the
Company shall not deliver the certificate for the Warrant Shares until the
Company has been advised by its bank that payment of the Exercise Price has
cleared.
2. Reservation
of Shares.
The
Company hereby agrees that at all times there shall be reserved for issuance
upon exercise of this Warrant such number of shares of Common Stock as shall
be
required for issuance and delivery upon exercise or conversion of this Warrant
and that it shall not increase the par value of the Common Stock.
The
Company covenants and agrees that all shares of stock issued and delivered
upon
the exercise of this Warrant shall, upon delivery and payment therefor, be
duly
and validly authorized and issued, fully-paid and non-assessable.
3. Fractional
Shares.
No
fractional shares or script representing fractional shares shall be issued
upon
the exercise of this Warrant. With respect to any fraction of a share called
for
upon any exercise or conversion of this Warrant, the Company shall round the
number of shares of Common Stock to be issued to the next higher integral number
of shares
4. Exchange,
Transfer, Assignment or Loss of Warrant.
This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, 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. Subject to the provisions of Section 10
of
this Warrant, upon surrender of this Warrant to the Company or at the office
of
its stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company
or
at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to
be
issued and signed by the Holder hereof. The term “Warrant” as used herein
includes any Warrants into which this Warrant may be divided or exchanged.
Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft
or
destruction) of reasonably satisfactory indemnification, and upon surrender
and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall
be at
any time enforceable by anyone.
5. Rights
of the Holder.
The
Holder shall not, by virtue of this Warrant, be entitled to any rights of a
stockholder in the Company, either at law or equity. The rights of the Holder
are limited to those expressed in the Warrant, the Purchase Agreement, including
the Registration Rights Provisions, and are not enforceable against the Company
except to the extent set forth herein and therein.
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6. Adjustments
To Exercise Price.
The
Exercise Price in effect at any time and the number and kind of securities
purchasable upon exercise of each Warrant shall be subject to adjustment as
follows:
(a) In
case
the Company shall, subsequent to January 1, 2006, (i) pay a dividend or make
a
distribution on its shares of Common Stock in shares of Common Stock, (ii)
subdivide or reclassify its outstanding Common Stock into a greater number
of
shares or otherwise effect a stock split or distribution, or (iii) combine
or
reclassify its outstanding Common Stock into a smaller number of shares or
otherwise effect a reverse split, the Exercise Price in effect at the time
of
the record date for such dividend or distribution or of the effective date
of
such subdivision, combination or reclassification shall be proportionately
adjusted so that the Holder of this Warrant exercised after such date shall
be
entitled to receive the aggregate number and kind of shares which, if this
Warrant had been exercised immediately prior to such time, he would have owned
upon such exercise and been entitled to receive upon such dividend, subdivision,
distribution, combination or reclassification. Such adjustment shall be made
successively whenever any event listed in this Section 6(a) shall
occur.
(b) Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
to
this Section 6, the number of shares of Common Stock issuable upon exercise
or
conversion of this Warrant shall simultaneously be adjusted by multiplying
the
number of shares of Common Stock issuable upon exercise of each Warrant in
effect on immediately prior to the adjustment by the Exercise Price then in
effect and dividing the product so obtained by the Exercise Price, as adjusted.
In no event shall the Exercise Price per share be less than the par value per
share, and, if any adjustment made pursuant to said Section 6 would result
in an
Exercise Price which would be less than the par value per share, then, in such
event, the Exercise Price per share shall be the par value per share; provided,
however, that the limitation contained in this sentence shall not affect the
number of shares of Common Stock issuable upon exercise or conversion of this
Warrant.
(c) In
the
event that at any time, as a result of an adjustment made pursuant to this
Section 6, the Holder of any Warrant thereafter shall become entitled to receive
any shares of the Company, other than Common Stock, thereafter the number of
such other shares so receivable upon exercise of any Warrant shall be subject
to
adjustment from time to time in a manner and on terms as nearly equivalent
as
practicable to the provisions with respect to the Common Stock contained in
this
Sections 6. For purposes of this Warrant, the term “Common Stock” shall
mean the Company’s presently authorized Common Stock, par value $.0001 per
share, and any stock into or for which such Common Stock may hereafter be
converted or exchanged prior to or concurrent with the exercise of this
Warrant.
(d) Irrespective
of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon exercise of Warrants, Warrants theretofore or thereafter issued
may continue to express the same price and number and kind of shares as are
stated in this and similar Warrants initially issued by the
Company.
7. Officer’s
Certificate.
Whenever the Exercise Price shall be adjusted as required by the provisions
of
Section 6 of this Warrant, the Company shall forthwith file in the custody
of
its Secretary or an Assistant Secretary at its principal office and with its
stock transfer agent, if any, an officer’s certificate showing the adjusted
Exercise Price and the adjusted number of shares of Common Stock issuable upon
exercise of each Warrant, determined as herein provided, setting forth in
reasonable detail the facts requiring such adjustment, including a statement
of
the number of additional shares of Common Stock, if any, and such other facts
as
shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer’s certificate shall be made available at all
reasonable times for inspection by the Holder, and the Company shall, forthwith
after each such adjustment, mail, by certified mail, return receipt requested
and by telecopier and e-mail, a copy of such certificate to the Holder at the
Holder’s address set forth in the Company’s Warrant Register.
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8. Notices
To Warrant Holders.
So long
as this Warrant shall be outstanding, (a) if the Company shall pay any dividend
or make any distribution upon Common Stock (other than a regular cash dividend
payable out of retained earnings) or (b) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any share of any
class of securities of the Company or any other rights or (c) if any capital
reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially all of the property
and assets of the Company to another corporation or other entity, or voluntary
or involuntary dissolution, liquidation or winding up of the Company shall
be
effected, then in any such case, the Company shall cause to be mailed by
certified mail, return receipt requested, to the Holder, at least fifteen days
prior to the date specified in clauses (i) and (ii), as the case may be, of
this
Section 8 a notice containing a brief description of the proposed action and
stating the date on which (i) a record is to be taken for the purpose of such
dividend, distribution or rights, or (ii) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding
up
is to take place and the date, if any is to be fixed, as of which the holders
of
Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
9. Reclassification,
Reorganization or Merger.
In case
of any reclassification, capital reorganization or other change of shares of
Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger in which the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant) or in
case
of any sale, lease or conveyance to another corporation or entity of all or
substantially all of the property of the Company, or in case of any voluntary
liquidation, dissolution or winding up of the Company, the Company shall, as
a
condition precedent to such transaction, cause effective provisions to be made
so that the Holder shall have the right thereafter by exercising this Warrant,
to purchase or to receive, as the case may be, the kind and amount of shares
of
stock and other securities and property receivable upon such reclassification,
capital reorganization and other change, consolidation, merger, sale, lease
conveyance, voluntary liquidation, dissolution or winding up, by a holder of
the
number of shares of Common Stock which might have been purchased or received
upon exercise of this Warrant immediately prior to such reclassification,
change, consolidation, merger, sale, lease, conveyance, voluntary liquidation,
dissolution or winding up of the Company. Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. The foregoing
provisions of this Section 9 shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common
Stock
and to successive consolidations, mergers, sales, leases or conveyances.
Notwithstanding the foregoing, in the event that, as a result of any merger,
consolidation, sale of assets or similar transaction, all of the holders of
Common Stock receive and are entitled to receive no material consideration
other
than cash in respect of their shares of Common Stock, then, at the effective
time of the transaction, the rights to purchase Common Stock pursuant to the
Warrants shall terminate, and the holders of the Warrants shall, notwithstanding
any other provisions of this Warrant, receive in respect of each Warrant to
purchase one (1) share of Common Stock, upon presentation of the Warrant
Certificate, the amount by which the consideration per share of Common Stock
payable to the holders of Common Stock at such effective time exceeds the
Exercise Price in effect on such effective date, without giving effect to the
transaction. In the event that, in such a transaction, the value of the
consideration to be received per share of Common Stock is equal to or less
than
the Exercise Price, the Warrants shall automatically terminate and no
consideration will be paid with respect thereof.
-4-
10. Transfer
to Company with the Securities Act Of 1933.
Neither
this Warrant or the Warrant Shares nor any other security issued or issuable
upon exercise of this Warrant may be sold or otherwise disposed of except
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or an exemption from the registration requirements of such
Act.
Dated
as
of January , 2006
▇▇▇▇▇▇▇▇▇▇
HOLDINGS I, INC.
By:
▇▇▇▇
▇.
▇▇▇▇▇▇▇▇▇, CEO
-5-
PURCHASE
FORM
Dated:
, 20
| ________ |
The
undersigned hereby irrevocably exercises this Warrant to the
extent of
purchasing _______ shares of Common Stock and hereby makes payment
of
$____________ in payment of the Exercise Price
therefor.
|
INSTRUCTIONS
FOR REGISTRATION OF STOCK
Name:______________________________________________________________________________
(Please
typewrite or print in block letters)
Signature:___________________________________________
Social
Security or Employer Identification No.________________________
ASSIGNMENT
FORM
FOR
VALUE
RECEIVED,_______________________________________________________
hereby
sells, assigns and transfer unto
Name_________________________________________________________________________
(Please
typewrite or print in block letters)
Address________________________________________________________________________
Social
Security or Employer Identification No._______________________
The
right
to purchase Common Stock represented by this Warrant to the extent of
_________shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint __________________ attorney to transfer
the
same on the books of the Company with full power of substitution.
Dated:
, 20
Signature_________________________________________
Signature
Medallion Guaranteed:
_________________________________________________
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