EXHIBIT 4.1
Class A Common Stock Purchase Warrant
THE EXERCISE OF
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS
WARRANT MAY ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS.
AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS WARRANT, THE
COMPANY MAY REQUIRE SUCH CERTIFICATES AND OPINIONS OF COUNSEL AS IT
DEEMS NECESSARY FROM THE PERSON EXERCISING THIS WARRANT TO
ESTABLISH THE EXISTENCE OF SUCH EXEMPTIONS.
NEITHER THIS
WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, THIS WARRANT AND THE SECURITIES
INTO WHICH THIS WARRANT IS EXERCISABLE MAY BE DEEMED CONTROL
SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT. THE WARRANT OR
THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE MAY NOT BE
OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
THIS WARRANT IS
SUBJECT TO OTHER RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT, DATED April 14, 2008, A COPY OF
WHICH IS AVAILABLE FROM THE COMPANY UPON WRITTEN REQUEST AND
WITHOUT CHARGE.
CLASS A COMMON STOCK PURCHASE
WARRANT
TO PURCHASE 620,675 SHARES OF CLASS A COMMON STOCK OF
CTI GROUP (HOLDINGS) INC.
THIS CLASS A
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, Fairford Holdings Scandinavia AB (the
“Holder”), is entitled, upon the terms and subject to
the limitations on exercise and the conditions
hereinafter set
forth, at any time on or after the date hereof (the “Initial
Exercise Date”) and on or prior to the close of business on
April 14, 2008 the 10th anniversary following the Initial
Exercise Date (the “Termination Date”) but not
thereafter, to subscribe for and purchase from CTI Group (Holdings)
Inc., a Delaware corporation (the “Company”), 620,675
shares (the “Warrant Shares”) of Class A Common
Stock, par value $0.01 per share, of the Company or any securities
into which such Class A Common Stock may hereinafter be
reclassified into (“Common Stock”). The purchase price
of one share of Common Stock under this Warrant shall be equal to
the Exercise Price, as defined in Section 2(b).
Section 1
Definitions . Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Securities Purchase
Agreement”), dated April 14, 2008, by and between the
Company and the Holder. In the event of any conflict between the
provisions of this Warrant and the Securities Purchase Agreement,
the provisions of the Securities Purchase Agreement shall
prevail.
(a)
Exercise of Warrant . Exercise of the purchase rights
represented by this Warrant may be made at any time or times on or
after the Initial Exercise Date and on or before the Termination
Date by delivery to the Company (or such other office or agency of
the Company as it may designate by notice in writing to the Holder
at the address of such Holder appearing on the books of the
Company) of: (i) the Notice of Exercise Form attached hereto
duly completed and executed; (ii) the aggregate Exercise Price
of the shares of Common Stock thereby purchased by wire transfer of
immediately available United States funds or cashier’s check
drawn on a United States bank (unless the Holder has elected to
acquire Warrant Shares pursuant to a Cashless Exercise (as defined
in Section 2(c)(ii)); (iii) this Warrant;
(iv) payment of all taxes required to be paid by the Holder,
if any, pursuant to Section 2(d)(iv); and (v) the receipt
of such certificates and other documents as reasonably may be
required by the Company to determine that the exercise complies
with applicable securities laws. The Trading Day on which the last
of the foregoing deliveries is received by the Company is referred
to as the “Exercise Date”; provided, however, that if
the last of such deliveries is received after 5:30 p.m (Eastern
Time) on a Trading Day, the Exercise Date shall be deemed to be the
next Trading Day. This Warrant shall be deemed to have been
exercised, Warrant Shares shall be deemed to have been issued, and
the Holder or any other person so designated to be named therein as
the holder of Warrant Shares shall be deemed to have become a
holder of record of such Warrant Shares for all purposes on the
Exercise Date.
(b)
Exercise Price . The exercise price for each Warrant Share
issuable under this Warrant shall be $0.22 per share, subject to
adjustment hereunder (the “Exercise Price”).
(c)
Payment of Exercise Price : The Holder shall pay the
aggregate Exercise Price using one of the following
methods:
(i) Cash
Exercise . The Holder shall pay the aggregate Exercise Price by
wire transfer of immediately available United States funds or
cashier’s check drawn on a United States bank.
(ii)
Cashless Exercise . The Holder may satisfy its obligation to
pay the aggregate Exercise Price through a “cashless
exercise,” in which event the Company shall issue to the
Holder the number of Warrant Shares determined as
follows:
X = the number
of Warrant Shares to be issued to the Holder.
Y = the number
of Warrant Shares with respect to which this Warrant is being
exercised.
A = the average
of the Closing Prices for the five Trading
Days immediately prior to (but not including) the Exercise
Date (the “Average Closing Price”).
The foregoing
is referred to as a “Cashless Exercise.” No Cashless
Exercise shall be permitted unless the Average Closing Price
exceeds the Exercise Price and, if the Average Closing Price does
not exceed the Exercise Price, the Company shall refuse to honor
any purported exercise of this Warrant pursuant to a Cashless
Exercise. “Closing Price” means, for any Trading Day,
the price determined as follows: (I) if Common Stock is then
listed or quoted on an exchange or the OTC Bulletin Board, the
reported closing sale price per share (or, if no closing sale price
is reported, the average of the reported closing bid and ask
prices) on such date; (II) if Common Stock is not then listed
or quoted on an exchange or the OTC Bulletin Board, the last quoted
bid price for Common Stock in the over-the-counter market on the
relevant date as reported by Pink Sheets LLC or any similar
organization; or (III) in all other cases, the fair market
value of a share of Common Stock as determined by the Board of
Directors of the Company in good faith.
(d)
Mechanics of Exercise .
(i)
Delivery of Certificates Upon Exercise . Certificates for
shares purchased hereunder shall be transmitted by the transfer
agent of the Company to the Holder by depositing the certificate(s)
representing Warrant Shares with a nationally recognized overnight
courier for delivery to the address specified by the Holder in the
Notice of
Exercise on the
next Trading Day, in either event within 3 Trading Days of the
Exercise Date.
(ii)
Delivery of a New Warrant Upon Exercise . If this Warrant
shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant Shares called for
by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.
(iii)
No Fractional Shares or Scrip . No fractional shares or
scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share which the
Holder would otherwise be entitled to purchase upon such exercise,
the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the
Exercise Price.
(iv)
Charges, Taxes and Expenses . Issuance of certificate(s) for
Warrant Shares shall be made without charge to the Holder for any
issue or transfer tax or other incidental expense in respect of the
issuance of such certificate(s), all of which taxes and expenses
shall be paid by the Company, and such certificate(s) shall be
issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event
certificate(s) for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto.
Section 3
Certain Adjustments .
(a) Stock
Dividends and Splits . If the Company, at any time while this
Warrant is outstanding: (A) pays a stock dividend or otherwise
makes a distribution on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares
of Common Stock issued by the Company pursuant to this Warrant or
any other option, warrant or other right to acquire Common Stock),
(B) subdivides outstanding shares of Common Stock into a larger
number of shares (including by way of a stock split), or
(C) combines (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares,
then in each case the Exercise Price shall be multiplied by a
fra
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