Exhibit 4.2
NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS
HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS
OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE
ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS
WARRANT.
Warrant No. W-1
WARRANT
For the Purchase of Common Stock
of
DATREK MILLER INTERNATIONAL,
INC.
A Florida
Corporation
VOID AFTER 5:00 P.M., EASTERN STANDARD TIME, ON
JULY 17, 2010.
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600,000 Shares
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July 18,
2005
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FOR VALUE RECEIVED, DATREK MILLER
INTERNATIONAL, INC. , a
Florida corporation (the “ Company
” ), hereby certifies that Stanford International
Bank Ltd. (the “ Holder ” ) is
entitled, subject to the provisions of this Warrant, to purchase
from the Company up to Six Hundred Thousand (600,000) shares of
common stock (the “ Common Shares
” ), par value $0.001 per share ( “
Common Stock ” ), of the Company at an
exercise price per Common Share equal to the par value now or
hereafter per Common Share as the same may be changed as a result
of a reverse split, a split or reclassification (the “
Exercise Price ” ), during the period
commencing July 18, 2005 and expiring at 5:00 P.M., Eastern
Standard time, on July 17, 2010 (5 years from the date of
issuance).
The number of Common Shares to be
received upon the exercise of this Warrant may be adjusted from
time to time as hereinafter set forth. The Common Shares
deliverable upon such exercise, or the entitlement thereto upon
such exercise, and as adjusted from time to time, are hereinafter
sometimes referred to as “ Warrant Stock
.” The Warrants issued on the same date hereof
bearing the same terms and conditions as this Warrant shall be
collectively referred to as the “ Warrants
” .
The Holder agrees with the Company
that this Warrant is issued, and all the rights hereunder shall be
held subject to, all of the conditions, limitations and provisions
set forth herein.
1. EXERCISE OF WARRANT. This
Warrant may be exercised by its presentation and surrender to the
Company at its principal office (or such office or agency of the
Company as it may designate in writing to the Holder hereof),
commencing on July 18, 2005
( “ Date of Issuance
” ) and expiring at 5:00 P.M., Eastern Standard time,
on July 17, 2010 (5 years from the Date of Issuance), with the
Warrant Exercise Form attached hereto duly executed and accompanied
by payment (either in cash or by certified or official bank check
or by wire transfer, payable to the order of the Company) of the
Exercise Price for the number of shares specified in such
Form.
The Company agrees that the Holder
hereof shall be deemed the record owner of such Common Shares as of
the close of business on the date on which this Warrant shall have
been presented and payment made for such Common Shares as aforesaid
whether or not the Company or its transfer agent is open for
business. Certificates for the Common Shares so purchased shall be
delivered to the Holder hereof within a reasonable time, not
exceeding 15 days, after the rights represented by this Warrant
shall have been so exercised. 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
purchasable hereunder as soon as reasonably possible.
2. COVENANTS BY THE
COMPANY
The Company covenants and agrees as
follows:
(a) Reservation of Shares.
During the period within which the rights represented by this
Warrant may be exercised, the Company shall, at all times, reserve
and keep available out of its authorized capital stock, solely for
the purposes of issuance upon exercise of this Warrant, such number
of its Common Shares as shall be issuable upon the exercise of this
Warrant. If at any time the number of authorized Common Shares
shall not be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action as may be necessary to
increase its authorized but unissued Common Shares to such number
of shares as shall be sufficient for such purpose. The Company
shall have analogous obligations with respect to any other
securities or property issuable upon exercise of this
Warrant.
(b) Valid Issuance, etc. All
Common Shares which may be issued upon exercise of the rights
represented by this Warrant included herein will be, upon payment
thereof, validly issued, fully paid, non-assessable and free from
all taxes, liens and charges with respect to the issuance
thereof.
(c) Taxes. All original issue
taxes payable in respect of the issuance of Common Shares upon the
exercise of the rights represented by this Warrant shall be borne
by the Company, but in no event shall the Company be responsible or
liable for income taxes or transfer taxes upon the issuance or
transfer of this Warrant or the Warrant Stock.
(d) Fractional Shares. The
Company shall not be required to issue certificates representing
fractions of Common Shares. In lieu of any fractional interests,
the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
3. EXCHANGE OR ASSIGNMENT OF
WARRANT
This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company for other Warrants of different
denominations,
entitling the Holder to purchase in the
aggregate the same number of Common Shares purchasable hereunder.
Subject to the provisions of this Warrant and the receipt by the
Company of any required representations and agreements, upon
surrender of this Warrant to the Company with the Warrant
Assignment Form annexed hereto duly executed and funds sufficient
to pay any transfer tax, the Company shall, without additional
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. In the event of a partial assignment of
this Warrant, the new Warrants issued to the assignee and the
Holder shall make reference to the aggregate number of shares of
Warrant Stock issuable upon exercise of this Warrant.
4. RIGHTS OF THE
HOLDER
The Holder shall not, by virtue
hereof, be entitled to any voting or other rights of a stockholder
of the Company, either at law or in equity, and the rights of the
Holder are limited to those expressed in this Warrant.
5. ADJUSTMENT OF EXERCISE
PRICE
(a) Common Stock Dividends;
Common Stock Splits; Reclassification. If the Company, at any
time while this Warrant is outstanding, (a) shall pay a stock
dividend on its Common Stock, (b) subdivide outstanding shares of
Common Stock into a larger number of shares (or combine the
outstanding shares of Common Stock into a smaller number of shares)
or (c) issue by reclassification of shares of Common Stock any
shares of capital stock of the Company, then (i) the Exercise Price
shall be multiplied by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding prior to such
event and the denominator of which shall be the number of shares of
Common Stock outstanding after such event and (ii) the number of
shares of the Warrant Stock shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock outstanding
immediately prior to such event. Any adjustment made pursuant to
this Section 5.1 shall become effective immediately after the
record date for the determination of stockholders entitled to
receive such dividend or distribution or, in the case of a
subdivision or re-classification, shall become effective
immediately after the effective date thereof.
(b) Rights; Options; Warrants or
Other Securities. If the Company, at any time while this
Warrant is outstanding, shall fix a record date for the issuance of
rights, options, warrants or other securities to all the holders of
its Common Stock entitling them to subscribe for or purchase,
convert to, exchange for or otherwise acquire shares of Common
Stock for no consideration or at a price per share less than the
Exercise Price, the Exercise Price shall be multiplied by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issuance or sale
plus the number of shares of Common Stock which the aggregate
consideration received by the Company would purchase at the
Exercise Price, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such
issuance date plus the number of additional shares of Common Stock
offered for subscription, purchase, conversion, exchange or
acquisition, as the case may be. Such adjustment shall be made
whenever such rights, options, warrants or other securities are
issued, and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
rights, options, warrants or other securities.
(c) Subscription Rights. If
the Company, at any time while this Warrant is outstanding, shall
fix a record date for the distribution to holders of its Common
Stock, evidence of its indebtedness or assets or rights, options,
warrants or other security entitling them to subscribe for or
purchase, convert to, exchange for or otherwise acquire any
security (excluding those referred to in Sections 5(a) and 5(b)
above), then in each s
