Exhibit 4.36
THIS WARRANT AND THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE
COMMON SHARES 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 UNDER SAID
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO I2 TELECOM
INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase 25,000 Shares of
Common Stock of i2 Telecom
International, Inc. (subject to adjustment as
provided herein)
COMMON STOCK PURCHASE
WARRANT
|
|
|
|
|
No. 2006-02
|
|
Issue Date: January 30,
2006
|
I2 TELECOM INTERNATIONAL, INC., a
corporation organized under the laws of the State of Washington
(the “ Company ”), hereby certifies that, for
value received, Peter Hogan, or assigns (the “ Holder
”), is entitled, subject to the terms set forth below, to
purchase from the Company from and after the Issue Date of this
Warrant and at any time or from time to time before 5:00 p.m., New
York time, through three (3) years after such date (the
“ Expiration Date ”), up to 25,000 fully paid
and nonassessable shares of Common Stock, no par value, of the
Company, at the Exercise Price (as defined below). The number and
character of such shares of Common Stock and the Exercise Price are
subject to adjustment as provided herein.
As used herein the following terms,
unless the context otherwise requires, have the following
respective meanings:
(a) The term “Company”
shall include i2 Telecom International, Inc. and any corporation
which shall succeed or assume the obligations of i2 Telecom
International, Inc. hereunder.
(b) The term “Common
Stock” includes (x) the Company’s Common Stock, no
par value per share, and (y) any other securities into which
or for which any of the securities described in (x) may be
converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
(c) The term “Other
Securities” refers to any stock (other than Common Stock) and
other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be
entitled to receive, or shall have received, on the exercise of the
Warrant, in lieu of or in addition to Common Stock, or which at any
time shall be issuable or shall have been issued in exchange for or
in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.
(d) The term “Exercise
Price” shall be $0.07 per share, subject to adjustment
pursuant to Section 4.
1. Exercise of Warrant
.
1.1. Number of Shares Issuable
upon Exercise . From and after the date hereof through and
including the Expiration Date, the Holder shall be entitled to
receive, upon exercise of this Warrant in whole or in part, shares
of Common Stock of the Company, subject to adjustment pursuant to
Section 4, by delivery of an original or fax copy of the
exercise notice attached hereto as Exhibit A (the “
Exercise Notice ”) along with payment to the Company
of the Exercise Price.
1
2. Procedure for
Exercise.
2.1 Delivery of Stock
Certificates, etc. on Exercise . The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of
such shares as of the close of business on the date on which both
the Exercise Notice and payment have been made for such shares. As
soon as practicable after the exercise of this Warrant in full or
in part, and in any event within 3 business days thereafter, the
Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder, or as such Holder (upon payment by such
holder of any applicable transfer taxes) may direct in compliance
with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable
shares of Common Stock (or Other Securities) to which such Holder
shall be entitled on such exercise.
2.2. Exercise.
Payment may be made either in cash
or by certified or official bank check payable to the order of the
Company equal to the applicable aggregate Exercise Price for the
number of Common Shares specified in such form (as such exercise
number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to the holder per the
terms of this Warrant) and the Holder shall thereupon be entitled
to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein.
3. Adjustment for Reorganization,
Consolidation, Merger, etc .
3.1. Reorganization,
Consolidation, Merger, etc . In case at any time or from time
to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person or entity,
or (c) transfer all or substantially all of its properties or
assets to any other person or entity under any plan or arrangement
contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant, on the exercise hereof as provided in
Section 1 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of
such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior
to such consummation or such effective date, the stock and other
securities and property (including cash) to which such Holder would
have been entitled upon such consummation or in connection with
such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in
Section 4.
3.2. Dissolution . In the
event of any dissolution of the Company following the transfer of
all or substantially all of its properties or assets, the Company,
prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including
cash, where applicable) receivable by the Holder of the Warrant
after the effective date of such dissolution pursuant to
Section 3.1 to a bank or trust company having its principal
office in New York, NY, as trustee for the Holder of the
Warrant.
3.3. Continuation of Terms .
Upon any reorganization, consolidation, merger or transfer (and any
dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of
stock and other securities and property receivable on the exercise
of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution
following any such transfer, as the case may be, and shall be
binding
2
upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of
the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 3.1.
In the event this Warrant does not continue in full force and
effect after the consummation of the transactions
describ