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 #2009-3
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, five million
eight hundred twelve thousand five hundred (5,812,500) 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 $.005 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:
X
= Y(A-B)/A
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:
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