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Exhibit 4.4
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES
ACT ”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT
BE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,
QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT, THE
APPLICABLE STATE SECURITIES LAW AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
COPY
WARRANT TO PURCHASE COMMON
STOCK
OF
CLEARPOINT BUSINESS
RESOURCES, INC.
This is to certify that, FOR
VALUE RECEIVED, Matthew Kingfield (“ Kingfield
”), is entitled to purchase, subject to the terms set forth
below, from ClearPoint Business Resources, Inc., a Delaware
corporation (the “ Company ”), during the
period commencing on March 31, 2008 and ending at 5:00 P.M.
(E.S.T.) on March 31, 2010 (the “ Exercise
Period ”), an aggregate of Seven Thousand Five
Hundred (7,500) fully paid and non-assessable shares of
Company Common Stock, $0.0001 par value per share (the “
Common Stock ”), at a per share purchase price
of $1.55 (the “ Exercise Price ”). The
Exercise Price and the number of such shares are subject to
adjustment, from time to time, as provided below. The shares of
Common Stock deliverable upon such exercise are hereinafter
sometimes referred to as the “ Warrant Shares
”. This Warrant is herein called the “
Warrant ”.
Section 1. Exercise
Period . In the event that the expiration of the Exercise
Period shall fall on a Saturday, Sunday or United States federally
recognized holiday, the expiration of the Exercise Period shall be
extended to 5:00 P.M. (E.S.T.) on the first business day following
such Saturday, Sunday or recognized holiday.
Section 2. Exercise
of Warrant .
a. Manner of Exercise
. This Warrant may be exercised by Kingfield, in whole or in part,
at any time and from time to time during the Exercise Period, by
(i) the surrender of this Warrant to the Company, with the
Notice of Exercise attached hereto as Exhibit A (the
“ Notice of Exercise ”) duly completed
and executed on behalf of Kingfield, at the principal office of the
Company or such other office or agency of the Company as it may
designate by notice in writing to Kingfield (the “
Principal Office ”), and (ii) the delivery
of payment to the Company of the Exercise Price for the number of
Warrant Shares specified in the Notice of Exercise in the manner
specified in Section 2(c).
b. Issuance of Warrant
Shares . Such Warrant Shares shall be deemed to be issued to
Kingfield as the record holder of such Warrant Shares as of the
close of business on the date on which this Warrant shall have been
surrendered and payment shall have
been made for the Warrant Shares as
aforesaid. As promptly as practicable thereafter, the Company shall
deliver to Kingfield a stock certificate(s) for the Warrant Shares
specified in the Notice of Exercise. If this Warrant shall have
been exercised only in part, the Company shall, at the time of
delivery of the stock certificate(s), also deliver to Kingfield, at
the Company’s expense, a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares, which new Warrant
shall in all other respects be identical to this
Warrant.
c. Payment of Exercise
Price . The Exercise Price shall be payable in cash or its
equivalent, payable by wire transfer of immediately available funds
to a bank account specified by the Company or by certified or bank
cashiers’ check in lawful money of the United States of
America.
Section 3. Adjustment
to Exercise Price and Warrant Shares . The Exercise Price in
effect from time to time and the number of Warrant Shares shall be
subject to adjustment in certain cases as set forth in this
Section 3:
a. Stock Split . If,
at any time after the date hereof, the number of shares of the
Company’s capital stock outstanding is increased by a stock
dividend or by a subdivision or split-up of shares, then, following
the record date for the determination of holders of capital stock
entitled to receive such stock dividend, subdivision or split-up,
the Exercise Price shall be appropriately decreased and the
aggregate number of Warrant Shares shall be increased in proportion
to such increase in outstanding shares. The foregoing provisions
shall similarly apply to successive stock dividends, subdivisions
or split-ups.
b. Reverse Stock-Split
. If, at any time after the date hereof, the number of shares of
capital stock outstanding is decreased by a combination or
reverse-split of the outstanding shares, then, follo
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