Exhibit 4.3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT
TO PURCHASE 62,500 SHARES OF
COMMON STOCK OF
I2 TELECOM INTERNATIONAL,
INC.
November 18, 2005
THIS CERTIFIES THAT
, for value received, ANGELA
RANZINI or (subject to the restrictions on transfer contained
herein and the provisions of the Registration Rights Agreement (as
hereinafter defined)) his registered assigns (the “
Holder ”) is entitled to purchase from
I2 TELECOM INTERNATIONAL, INC. , a Washington
corporation (the “ Company ”), at any time or
from time to time after 9:00 a.m., Atlanta, Georgia time, on the
date hereof and prior to 5:00 p.m., Atlanta, Georgia time, on
November 17, 2008 (the “ Expiration Date
”), at the place where the Warrant Agency (as hereinafter
defined) is located, at the Exercise Price (as hereinafter
defined), the number of shares of common stock, no par value per
share (the “ Common Stock ”), of the Company
specified above, all subject to adjustment and upon the terms and
conditions as hereinafter provided.
Capitalized terms used and not
otherwise defined in this Warrant shall have the meanings set forth
in Article V hereof.
ARTICLE I
EXERCISE OF
WARRANT
1.1. Method of Exercise . To
exercise this Warrant in whole or in part, the Holder shall deliver
to the Company at the Warrant Agency: (a) this Warrant;
(b) a written notice, substantially in the form of the
subscription notice attached hereto as Annex 1 , of such
Holder’s election to exercise this Warrant, which notice
shall specify the number of shares of Common Stock to be purchased,
the denominations of the share certificate or certificates desired
and the name or names of the Eligible Holder(s) in which such
certificates are to be registered; and (c) payment of the
Exercise Price with respect to such shares of Common Stock. Such
payment may be made, at the option of the Holder, by cash, money
order, certified or bank cashier’s check or wire
transfer.
The Company shall, as promptly as
practicable and in any event within seven (7) Business Days
thereafter, execute and deliver or cause to be executed and
delivered, in accordance with such subscription notice, a
certificate or certificates representing the aggregate number of
shares of Common Stock specified in said notice. The share
certificate or certificates so delivered shall be in such
denominations as may be specified in such notice (or, if such
notice shall not specify denominations, one certificate shall be
issued) and shall be issued in the name of the Holder or such other
name or names of Eligible Holder(s) as shall be designated in such
notice. Such certificate or certificates shall be deemed to have
been issued, and such Holder or any other person so designated to
be named therein shall be deemed for all purposes to have become
holders of record of such shares, as of the date the aforementioned
notice is received by the Company. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery
of the certificate or certificates, deliver to the Holder a new
Warrant evidencing the right to purchase the remaining shares of
Common Stock called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant. The Company
shall pay all expenses payable in connection with the preparation,
issuance and delivery of share certificates and new Warrants as
contemplated by Section 2.6 below (other than transfer or
similar taxes in connection with the transfer of securities),
except that, if share certificates or new Warrants shall be
registered in a name or names other than the name of the Holder,
funds sufficient to pay all transfer taxes payable as a result of
such transfer shall be paid by the Holder at the time of delivering
the aforementioned notice or promptly upon receipt of a written
request of the Company for payment.
If this Warrant shall be surrendered
for exercise within any period during which the transfer books for
shares of the Common Stock of the Company or other securities
purchasable upon the exercise of this Warrant are closed for any
purpose, the Company shall not be required to make delivery of
certificates for the securities purchasable upon such exercise
until the date of the reopening of said transfer books.
1.2. Shares To Be Fully Paid and
Nonassessable . All shares of Common Stock issued upon the
exercise of this Warrant shall be validly issued, fully paid and
nonassessable.
1.3. No Fractional Shares To Be
Issued . The Company shall not be required to issue fractions
of shares of Common Stock upon exercise of this Warrant. If any
fraction of a share would, but for this Section 1.3, be
issuable upon any exercise of this Warrant, in lieu of such
fractional share the Company shall pay to the Holder a whole share
of Common Stock.
1.4. Securities Laws; Share
Legend . The Holder, by acceptance of this Warrant, agrees that
this Warrant and all shares of Common Stock issuable upon exercise
of this Warrant will be disposed of only in accordance with the
Securities Act. In addition to any other legend which the Company
may deem advisable under the Securities Act and applicable state
securities laws, all certificates representing shares of Common
Stock (as well as any other securities issued hereunder in respect
of any such shares) issued upon exercise of this Warrant shall be
endorsed as follows:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS,
AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED.
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Any certificate issued at any time
in exchange or substitution for any certificate bearing such legend
(except a new certificate issued upon completion of a public
distribution pursuant to a registration statement under the
Securities Act) shall also bear such legend unless, in the opinion
of counsel (in form and substance reasonably satisfactory to the
Company) selected by the Holder of such certificate and reasonably
acceptable to the Company, the securities represented thereby need
no longer be subject to restrictions on resale under the Securities
Act.
ARTICLE II
WARRANT AGENCY; TRANSFER,
EXCHANGE AND
REPLACEMENT OF
WARRANT
2.1. Warrant Agency . Until
such time, if any, as an independent agency shall be appointed by
the Company to perform services described herein with respect to
this Warrant (the “ Warrant Agency ”), the
Company shall perform the obligations of the Warrant Agency
provided herein at its principal office address or such other
address as the Company shall specify by prior written notice to the
Holder.
2.2. Ownership of Warrant .
The Company may deem and treat the person in whose name this
Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made
by any person other than the Company) for all purposes and shall
not be affected by any notice to the contrary, until presentation
of this Warrant for registration of transfer as provided in this
Article II.
2.3. Transfer of Warrant .
This Warrant may only be transferred to a purchaser subject to and
in accordance with this Section 2.3, and any attempted
transfer which is not in accordance with this Section 2.3
shall be null and void and the transferee shall not be entitled to
exercise any of the rights of the holder of this Warrant. The
Company agrees to maintain at the Warrant Agency books for the
registration of such transfers of Warrants, and transfer of this
Warrant and all rights hereunder shall be registered, in whole or
in part, on such books, upon surrender of this Warrant at the
Warrant Agency in accordance with this Section 2.3, together
with a written assignment of this Warrant, substantially in the
form of the assignment attached hereto as Annex 2 , duly
executed by the Holder or its duly authorized agent or
attorney-in-fact, with signatures guaranteed by a bank or trust
company or a broker or dealer registered with the NASD, and with
funds sufficient to pay any transfer taxes payable upon such
transfer. Upon surrender of this Warrant in accordance with this
Section 2.3, the Company (subject to being satisfied that such
transfer is in compliance with Section 1.4) shall execute and
deliver a new Warrant or Warrants of like tenor and representing in
the aggregate the right to purchase the same number of shares
of
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Common Stock in the name of the assignee or
assignees and in the denominations specified in the instrument of
assignment, and this Warrant shall promptly be canceled.
Notwithstanding the foregoing, a Warrant may be exercised by a new
holder without having a new Warrant issued. The Company shall not
be required to pay any Federal or state transfer tax or charge that
may be payable in respect of any transfer of this Warrant or the
issuance or delivery of certificates for Common Stock in a name
other than that of the registered holder of this
Warrant.
2.4. Division or Combination of
Warrants . This Warrant may be divided or combined with other
Warrants, in connection with the partial exercise of this Warrant,
upon surrender hereof and of any Warrant or Warrants with which
this Warrant is to be combined at the Warrant Agency, together with
a written notice specifying the names and denominations in which
the new Warrant or Warrants are to be issued, signed by the holders
hereof and thereof or their respective duly authorized agents or
attorneys-in-fact. Subject to compliance with Section 2.3 as
to any transfer which may be involved in the division or
combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.
2.5. Loss, Theft, Destruction of
Warrant Certificates . Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of indemnity or
security (in customary form) reasonably satisfactory to the
Company, or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant and upon reimbursement of the
Company’s reasonable incidental expenses, the Company will
make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same aggregate number of shares of Common
Stock.
2.6. Expenses of Delivery of
Warrants . Except as otherwise expressly provided herein, the
Company shall pay all expenses (other than transfer taxes as
described in Section 2.3) and other charges payable in
connection with the preparation, issuance and delivery of Warrants
hereunder and shares of Common Stock upon the exercise
hereof.
ARTICLE III
ADJUSTMENT
PROVISIONS
3.1. Adjustments Generally .
The Exercise Price and the number of shares of Common Stock (or
other securities or property) issuable upon exercise of this
Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events, as provided in this
Article III.
3.2. Common Share Reorganization
and Stock Dividend Payments . If the Company, at any time this
Warrant is outstanding, (a) shall subdivide its outstanding
shares of Common Stock into a greater number of shares or
consolidate its outstanding shares of Common Stock into a smaller
number of shares (any such event being called a “ Common
Share Reorganization ”), or (b) pay a stock dividend
(except scheduled dividends paid on preferred stock which contain a
stated dividend rate) or otherwise make a distribution or
distributions on shares of its Common Stock or on any other class
of capital stock payable in shares of Common
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Stock (any such event being called a “
Stock Dividend Payment ”), then (i) the Exercise
Price shall be adjusted, effective immediately after the record
date at which the holders of shares of Common Stock are determined
for purposes of a Common Share Reorganization or at which the
holders of shares of Common Stock or any other class of capital
stock are determined for purposes of a Stock Dividend Payment, as
the case may be, to a price determined by multiplying the Exercise
Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on such record date before giving effect
to such Common Share Reorganization or Stock Dividend Payment, as
the case may be, and the denominator of which shall be the number
of shares of Common Stock outstanding after giving effect to such
Common Share Reorganization or Sto
