EXHIBIT 4.5
SERIES I COMMON STOCK PURCHASE WARRANT OF ICEWEB, INC.
This is to certify that ____________________________________ (the
"Holder") is entitled, subject to the terms and conditions hereinafter set
forth, to purchase ________________ shares of Common Stock, par value $.001 per
share (the "Common Shares"), of ICEWEB, INC., a Delaware corporation (the
"Company"), from the Company at the price per share and on the terms set forth
herein and to receive a certificate for the Common Shares so purchased on
presentation and Tender to the Company with the subscription form attached, duly
executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.
The purchase rights represented by this Warrant are exercisable from
the date of issuance of this Warrant through and including December 31, 2009, at
a price per Common Share of ten cents ($0.10).
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole or In part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Warrant, the
Company shall cancel this Warrant on su1Tender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares
purchasable hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Warrants of like tenor then outstanding.
The Company may call this Warrant at a call price of $.10 per
underlying Common Share should the Company's Common Stock trade at or above
$0.10 per share, based on the reported closing bid price of the Common Stock on
the OTC Bulletin Board for 10 consecutive trading days following 15 days' prior
written notice of the Company's intention to call this Warrant. In the event
this Warrant has not been exercised by written notice within such 15-day notice
period, this Warrant will cease to exist.
This Warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares purchasable hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
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(a) The aggregate number, price and kind of Common Shares subject to
this Warrant shall be adjusted appropriately;
(b) Rights under this Warrant, both as to the number of subject Common
Shares and the Warrant exercise price, shall be adjusted appropriately; and
(c) In the event of dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation, this
Warrant shall terminate, but the registered owner of this Warrant shall have the
right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise this Warrant in whole or in part to the extent that it
shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Warrant or any portion thereof
prior to fulfillment of all the following conditions:
The Holder acknowledges and recognizes that unless a Registration
Statement is effective and current with respect to the underlying Common Shares,
sales may only be made pursuant to Rule 144 under the Securities Act of 1933
(the "Act").
The Holder shall have the right to exercise all or a portion of this
Warrant as follows:
(a) The completion of any required registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other government
regulatory body or self -regulatory organization which is necessary;
(b) The obtaining of any approval or other clearance from any federal
or state government agency which is necessary;
(c) The obtaining from the registered owner of the Warrant, as required
in the sole judgment of the Company, a representation in writing that the owner
is acquiring such Common Shares for the owner's own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof, if the Warrants and the related shares have not been registered under
the Act; and
(d) The placing on the certificate, as required in the sole judgment of
the Company, of an appropriate legend and the issuance of stop transfer
instructions in connection with this Warrant and the underlying shares of Common
Stock to the following effect:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENT A TION BY THE
SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT
THE PRIOR WRI1TEN APPROV AL OF COUNSEL OF THE ISSUER BEING AFFIXED TO
THIS CERTIFICA TE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE
TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its duly authorized officer.
ICEWEB, INC.
By: __________________________________
Xxxx X. Xxxxxxxxxx
Dated: ___________________
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SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights to
purchase Common Shares evidenced by the within Warrant.)
IceWEB, Inc.
000 Xxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
The undersigned hereby irrevocably subscribes for _____________________
Common Shares pursuant to and in accordance with the terms and conditions of
this Warrant, and herewith makes payment of $ _____________ therefor, and
requests that a certificate for such Common Shares be issued in the name of the
undersigned and be delivered to the undersigned at the address stated below, and
if such number of shares shall not be all of the shares purchasable hereunder,
that a new Warrant of like tenor for the balance of the remaining Common Shares
purchasable hereunder shall be delivered to the undersigned at the address
stated below.
Dated:____________ Signed: __________________________
Address: _________________________
_________________________
_________________________
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