Exhibit 4.2
WARRANT
THIS WARRANT
AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT.
WARRANT TO PURCHASE
WARRANT #2009-2
COMMON STOCK, PAR VALUE $.0001 PER
SHARE
OF
ICC WORLDWIDE, INC.
This certifies that, for value received, The
Stealth Fund, LLLP, or registered assigns ("Warrant holder"), is
entitled to purchase from ICC WORLDWIDE, INC. (the
"Company"), subject to the provisions of this Warrant, at any time
and from time to time until 5:00 p.m. Pacific Standard Time on
March 31, 2014, 10 million (10,000,000) shares of the Company's
Common Stock, par value $.0001 per share ("Warrant Shares"). The
purchase price payable upon the exercise of this Warrant shall be
$.0059 per Warrant Share. The Warrant Price and the number of
Warrant Shares which the Warrant holder is entitled to purchase is
subject to adjustment upon the occurrence of the contingencies set
forth in Section 3 of this Warrant, and as adjusted from time to
time, such purchase price is hereinafter referred to as the
"Warrant Price."
This Warrant is subject to the following terms
and conditions:
I. Exercise of Warrant.
(a) This Warrant may be exercised in whole or in
part but not for a fractional share. Upon delivery of this Warrant
at the offices of the Company or at such other address as the
Company may designate by notice in writing to the registered holder
hereof with the Subscription Form annexed hereto duly executed,
accompanied by payment of the Warrant Price for the number of
Warrant Shares purchased (in cash, by certified, cashier's or other
check acceptable to the Company, by Common Stock of the Company
having a Market Value (as hereinafter defined) equal to the
aggregate Warrant Price for the Warrant Shares to be purchased, or
any combination of the foregoing), the registered holder of this
Warrant shall be entitled to receive a certificate or certificates
for the Warrant Shares so purchased. Such certificate or
certificates shall be promptly delivered to the Warrant holder.
Upon any partial exercise of this Warrant, the Company shall
execute and deliver a new Warrant of like tenor for the balance of
the Warrant Shares purchasable hereunder.
(b) In lieu of exercising this Warrant pursuant
to Section 1(a), the holder may elect to receive shares of Common
Stock equal to the value of this Warrant determined in the manner
described below (or any portion thereof remaining unexercised) upon
delivery of this Warrant at the offices of the Company or at such
other address as the Company may designate by notice in writing to
the registered holder hereof with the Notice of Cashless Exercise
Form annexed hereto duly executed. In such event the Company shall
issue to the holder a number of shares of the Company's Common
Stock computed using the following formula:
Where X = the
number of shares of Common Stock to be issued to the
holder.
Y = the number of shares of Common Stock
purchasable under this Warrant (at the date of such
calculation).
A = the Market Value of the Company's
Common Stock on the business day immediately preceding the day on
which the Notice of Cashless Exercise is received by the
Company.
B = Warrant Price (as adjusted to the date
of such calculation).
(c) The Warrant Shares deliverable hereunder
shall, upon issuance, be fully paid and non-assessable and the
Company agrees that at all times during the term of this Warrant it
shall cause to be reserved for issuance such number of shares of
its Common Stock as shall be required for issuance and delivery
upon exercise of this Warrant.
(d) For purposes of this Warrant, the Market
Value of a share of Common Stock on any date shall be equal to (i)
the closing bid price per share as published by a national
securities exchange on which shares of Common Stock (or other units
of the security) are traded (an "Exchange") on such date or, if
there is no bid for Common Stock on such date, the bid price on
such exchange at the close of trading on the next earlier date or,
(ii) if shares of Common Stock are not listed on a national
securities exchange on such date, the closing bid price per share
as published on the National Association of Securities Dealers
Automatic Quotation System ("NASDAQ") National Market System if the
shares are quoted on such system on such date, or (iii) the closing
bid price in the over-the-counter market at the close of trading on
such date if the shares are not traded on an exchange or listed on
the NASDAQ National Market System, or (iv) if the Common Stock is
not traded on a national securities exchange or in the
over-the-counter market, the fair market value of a share of Common
Stock on such date as determined in good faith by the Board of
Directors. If the holder disagrees with the determination of the
Market Value of any securities of the Company determined by the
Board of Directors under Section 1(d)(iv) the Market Value of such
securities shall be determined by an independent appraiser
acceptable to the Company and the holder (or, if they cannot agree
on such an appraiser, by an independent appraiser selected by each
of them, and Market Value shall be the median of the appraisals
made by such appraisers). If there is one appraiser, the cost of
the appraisal shall be shared equally between the Company and the
holder. If there are two appraisers, each of the Company and the
holder shall pay for its own appraisal.
II. Transfer or Assignment of
Warrant.
(a) Any assignment or transfer of this Warrant
shall be made by surrender of this Warrant at the offices of the
Company or at such other address as the Company may designate in
writing to the registered holder hereof with the Assignment Form
annexed hereto duly executed and accompanied by payment of any
requisite transfer taxes, and the Company shall, without charge,
execute and deliver a new Warrant of like tenor in the name of the
assignee for the portion so assigned in case of only a partial
assignment, with a new Warrant of like tenor to the assignor for
the balance of the Warrant Shares purchasable.
(b) Prior to any assignment or transfer of this
Warrant, the holder thereof shall deliver an opinion of counsel to
the Company to the effect that the proposed transfer may be
effected without registration under the Act.
III. Adjustment
of Warrant Price and Warrant Shares -- Anti-Dilution
Provisions.
A. (1) Except as hereinafter provided, in case
the Company shall at any time after the date hereof issue any
shares of Common Stock (including shares held in the Company's
treasury) without consideration, then, and thereafter successively
upon each issuance, the Warrant Price in effect immediately prior
to each such issuance shall forthwith be reduced to a price
determined by multiplying the Warrant Price in effect immediately
prior to such issuance by a fraction:
(a) the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to
such issuance, and
(b) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such
issuance.
For the purposes of any computation to be made
in accordance with the provisions of this clause (1), the following
provisions shall be applicable:
(i) Shares of Common Stock issuable by way of
dividen
