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Exhibit 4.8
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THESE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
COVERING SUCH SHARES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR THE AVAILABILITY, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO THE ISSUER OF THESE SECURITIES, OF AN EXEMPTION FROM REGISTRATION
THEREUNDER.
WARRANT
NO. AD-1/REPLACEMENT
TO PURCHASE WARRANT STOCK AND A NEW WARRANT
OF
KANBAY INTERNATIONAL, INC.
THIS IS TO CERTIFY THAT, as of August 31, 2000, for value received, upon and
subject to the occurrence of a Dilutive Financing (as defined herein) but
prior to the Expiration Date (as defined herein), MSIT Holdings, Inc., will
be entitled to purchase from Kanbay International, Inc., a Delaware
corporation (the "Company"), at such time and on the terms and conditions
provided herein, at a purchase price (the "Purchase Price") of the Original
Shares, a warrant unit (the "Warrant Unit"), such Warrant Unit comprising (i)
the number of shares of duly authorized, validly issued, fully paid and
nonassessable Class A Common Stock, par value $0.001 per share of the Company
(the "Common Stock") equal to the Adjusted Share Amount (the "Warrant Stock")
and (ii) a new Warrant (the "New Warrant") in the form of this Warrant
(except that the Original Share Price of the New Warrant shall be the
Dilutive Share Price used in determining the Adjusted Share Amount upon
exercise of this Warrant) to purchase an additional Warrant Unit in the event
of a further Dilutive Financing. The "Adjusted Share Amount" shall equal the
Original Shares multiplied by the Original Share Price divided by the
Dilutive Share Price (each as defined herein) rounded up to the next whole
share. This Warrant No. AD-1/Replacement is being issued in replacement of
Warrant No. AD-1, in order to correct defects in the original warrant.
Certain terms used in this Warrant are defined herein and in Section 4.
1. EXERCISE OF WARRANTS
1.1. METHOD OF EXERCISE. Upon the occurrence of a Dilutive Financing, the
Company shall
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notify in writing (the "Dilutive Financing Notice") the holder hereof
(the "Holder"), of the number of shares of Warrant Stock for which this
Warrant is exercisable, together with the Expiration Date by which this
Warrant must be exercised. To exercise this Warrant, the Holder shall
deliver to the Company at the Warrant Office designated pursuant to
Section 3.1 on or prior to the Expiration Date the notice of exercise
attached hereto as ANNEX I (the "Notice of Exercise") filled out and
duly executed by the Holder indicating (a) the Holder's election to
exercise this Warrant and specifying the number of Original Shares
constituting the Purchase Price, and (b) attaching the certificate or
certificates representing all of the Original Shares. Certificates
representing Original Shares surrendered for conversion shall be
endorsed or accompanied by a written instrument or instruments of
transfer, in the form attached hereto as ANNEX II or in such other form
as is satisfactory to the Company, duly executed by the Holder or its
attorney-in-fact duly authorized in writing. Subject to the restrictions
provided herein, the Company shall as promptly as practicable, and in
any event within 14 days thereafter, execute and deliver or cause to be
executed and delivered, in accordance with the Notice of Exercise,
certificates in the name of the Holder representing (i) the Warrant
Stock and (ii) the New Warrant. Such certificates representing Warrant
Stock and the New Warrant shall be deemed to have been issued, and the
Holder shall be deemed for all purposes to have become a holder of
record of such Warrant Units, as of the date the Notice of Exercise is
actually received by the Company with payment as provided above. Upon
exercise of this Warrant, or upon the Expiration Date, this Warrant
shall be canceled and shall be of no further force or effect.
1.2. WARRANT STOCK TO BE FULLY PAID AND NONASSESSABLE; RESERVE. All shares of
Warrant Stock issued upon the exercise of this Warrant shall be validly
issued, fully paid and nonassessable. The Company shall not consummate
any transaction that constitutes a Dilutive Financing unless and until
it has authorized and unissued Common Stock sufficient to fulfill all
its obligations hereunder. Furthermore, the Company shall not effectuate
a Dilutive Financing if that Dilutive Financing would cause the Purchase
Price of the Warrant Stock to be issued hereunder to be less than the
aggregate par value of the Warrant Stock. The Purchase Price shall be
valued in good faith by the Board of Directors of the Company.
1.3. RESTRICTIONS. This Warrant shall not be exercisable by or transferable
to any person except in connection with the transfer of the Original
Shares. This Warrant shall be subject to that certain Subscription
Agreement, dated as of August 30, 2000, by and among the Company, the
Holder and the other parties designated therein (the "Subscription
Agreement") and the related Stockholders Agreement constituting Exhibit
D to the Subscription Agreement.
2. ADJUSTMENTS
2.1. REORGANIZATION OR RECLASSIFICATION OF WARRANT STOCK. In case of any
capital reorganization or any reclassification of the capital stock of
the Company or any merger into any other corporation wherein the Company
is not the surviving corporation, or any consolidation or sale wherein
securities of a corporation other than the Company are
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distributable to holders of Common Stock, in each case while this
Warrant remains outstanding, then, as a condition of such transaction,
lawful and adequate provision, as determined by the Board of Directors
of the Company (which may determine, in good faith, that no provision is
required), shall be made whereby the Holder shall thereafter be entitled
to purchase, pursuant to this Warrant (in lieu of the Warrant Stock
component of the Warrant Units which such Holder would have been
entitled to receive upon exercise of this Warrant immediately prior to
such transaction), the shares of stock of any class or classes or other
securities or property to which the number of shares of Warrant Stock
would have been entitled at the time of such transaction.
3. WARRANT OFFICE; ADMINISTRATION
3.1. WARRANT OFFICE. The Company shall maintain an office for the purposes
specified herein (the "Warrant Office"), which office shall initially be
the Company's office at 6400 Shafer Court, Suite 100, Rosemont, Illinois
60018 and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States as
to which written notice has been given to the Holder.
3.2. 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
anyone 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 Section 3.
3.3. WARRANT REGISTER. The Company may maintain at the Warrant Office books
for the registration of Warrants and the registration of transfers of
Warrants. To effect a transfer of this Warrant upon satisfaction of the
provisions of Section 1.3 the Holder shall surrender this Warrant at the
Warrant Office, together with a written assignment of this Warrant duly
executed by the Holder or the Holder's duly authorized agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and payment the Company shall
execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denominations specified in such
instrument of assignment, and this Warrant shall be canceled.
3.4. LOSS, DESTRUCTION, ETC., OF WARRANTS. Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or
destruction of any Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity in such form and amount
as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of the Warrant, the
Company will make and deliver a new Warrant, of like tenor, in lieu of
such lost, stolen, destroyed or mutilated Warrant. Any Warrant issued
under the provisions of this Section 3.4 in lieu of any Warrant alleged
to be lost, destroyed or stolen, or in lieu of any mutilated Warrant,
shall constitute an original contractual obligation on the part of the
Company.
3.5. DIVISION OR COMBINATION OF WARRANTS. Upon any division or combination of
certificates representing the Original Shares, this Warrant may be
divided or combined with other Warrants exercisable upon the same terms
and conditions upon presentation hereof and
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of any Warrant or Warrants with which this Warrant is to be combined at
the Warrant Office, together with a written notice specifying the names
and denominations in which new Warrants are to be issued, signed by the
Holder thereof or its respective duly authorized agents or attorneys.
Subject to compliance with Section 1.3 as to any transfer which may be
involved in such 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.
3.6. EXPENSES OF DELIVERY OF WARRANTS. The Company shall pay all expenses,
taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of Warrants
hereunder
3.7. NOTICES. Unless this Warrant is terminated, in the event that at any
time prior to an Initial Public Offering:
1. the Company shall declare any cash dividend upon its Common
Stock, or
2. the Company shall declare any dividend upon its Common Stock
payable in stock or make any special dividend or other distribution to
the holders of its Common Stock, or
3. the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class
or other rights, or
4. there shall be any capital reorganization or reclassification
of the Capital Stock of the Company, including any subdivision or
combination of its outstanding shares of Common Stock, or consolidation
or merger of the Company with, or sale of all or substantially all of
its assets to, another corporation, or
5. there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in connection with such event, the Company shall give to the
holder of this Warrant:
(i) at least twenty (20) days' prior written notice of the
date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up; and
(ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding
up, at least twenty (20) days' prior written notice of the date
when the same shall take place. Such notice in accordance with
the foregoing clause (i) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and
such notice in accordance
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with the foregoing clause (ii) shall also specify the date on
which the holders of Common Stock shall be entitled to exchange
their Common Stock for securities or other property deliverable
upon such reorganization, reclassification consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.
Each such written notice shall be given in accordance with
Section 6.5 hereof.
4. ADJUSTMENTS
The terms and conditions of Sections 4.2(d)(iv), 4.2(d)(v) and 4.2(d)(vi) of
the Certificate of Incorporation (the "Anti-Dilutive Provisions") are hereby
incorporated herein by this reference. Upon a Dilutive Financing, the
Dilutive Share Price shall be adjusted as provided in the Anti-Dilution
Provisions provided that the term "Conversion Price" in the Anti-Dilutive
Provisions shall be substituted, mutatis mutandis, with the term "Dilutive
Share Price". In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, the
Original Share Price in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common
Stock, the Original Share Price in effect immediately prior to such
combination shall be proportionately increased.
5. CERTAIN DEFINITIONS
Capitalized terms defined herein shall have the meanings ascribed to them. In
addition, the following terms shall have the following respective meanings:
"Act" shall mean the Securities Act of 1933, or any successor federal
statute, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, all as the same shall be in effect at
the time.
"Certificate of Incorporation" shall mean the Amended and Restated
Certificate of Incorporation of the Company, as amended or restated from
time to time.
"Dilutive Financing" shall mean the consummation of an equity investment in
the Company in a private transaction without registration under the Act in
which the Company issues or sells, or is, in accordance with Section
4.2(d)(iv)(A) through 4.2(d)(iv)(G) of the Certificate of Incorporation,
deemed to have issued or sold, any Common Stock for a consideration per
share less than the Dilutive Share Price in effect immediately prior to the
time of such issue or sale, other than as provided in Section 4.2(d)(iv)(C)
or Section 4.2(d)(v) of the Certificate of Incorporation.
"Dilutive Financing Notice" shall have the meaning set forth in Section
1.1.
"Dilutive Share Price" shall mean $14.23, as adjusted pursuant to Section 4
hereof.
"Expiration Date" shall mean the earlier of (i) the consummation of a
Qualified Public Offering (as such term is defined in the Certificate of
Incorporation) or (ii) a date set by
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the Company which is no sooner than 20 business days following the date of
the Dilutive Financing Notice delivered to the Holder pursuant to Section
1.1.
"Notice of Exercise" shall have the meaning set forth in Section 1.1.
"Original Share Price" shall mean $14.23, as adjusted pursuant to Section 4
hereof.
"Original Shares" shall mean the number of shares of Common Stock held by
Holder that were purchased pursuant to the Subscription Agreement or issued
in respect of (such as in the event of a split), in exchange for, or as a
dividend relating to, such shares.
"Person" shall mean any individual, corporation, partnership, trust,
unincorporated organization and any government, and any political
subdivision, instrumentality or agency thereof.
"Warrants" shall mean the warrants (of which this Warrant is one)
originally issued by the Company evidencing the right initially to purchase
Warrant Units of the Company, dated as of the date hereof, and all warrants
issued in substitution, combination, subdivision or exercise of any
thereof.
6. MISCELLANEOUS
6.1. ENTIRE AGREEMENT. This Warrant contains the entire agreement between the
Holder and the Company with respect to the purchase of the Warrant Units
and supersedes all prior arrangements or understanding with respect
thereto.
6.2. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the internal substantive laws of the State of Delaware.
6.3. WAIVER AND AMENDMENT. Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits
thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the Holder and the Company,
except that any waiver of any term or condition, or any amendment or
supplementation, of this Warrant must be in writing. A waiver of any
breach or failure to enforce any of the terms or conditions of this
Warrant shall not in any way affect, limit or waive a party's rights
hereunder at any time to enforce strict compliance thereafter with every
term or condition of this Warrant.
6.4. ILLEGALITY. In the event that any one or more of the provisions
contained in this Warrant shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the
remaining provisions of this Warrant shall not, at the election of the
party for whom the benefit of the provision exists, be in any way
impaired.
6.5. NOTICE. Any notice or other document required or permitted to be given
or delivered to the Holder shall be delivered at, sent by certified or
registered mail to, or sent by an
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overnight courier to, the Holder at the last address shown on the books
of the Company maintained at the Warrant Office for the registration of
and the registration of transfer of the Warrants (the "Warrant Records")
or at any more recent address of which any Holder shall have notified
the Company in writing. Any notice or other document required or
permitted to be given or delivered to holders of record of outstanding
Warrant Units shall be delivered at, sent by certified or registered
mail to, or sent by overnight courier to, each such holder at such
holder's address as the same appears on the stock records of the
Company. Any notice or other document required or permitted to be given
or delivered to the Company shall be delivered at, or sent by certified
or registered mail to, the Warrant Office or such other address within
the United States of America as shall have been furnished by the Company
to the Holder or the holder of record of the Warrant Unit. For purposes
hereof, delivery by facsimile or other electronic means to a facsimile
telephone number or other electronic address provided by the Holder and
shown on the Warrant Records, shall constitute delivery of notice.
6.6. RIGHTS AS SHAREHOLDER. No provision of this Warrant shall be construed
as conferring upon the Holder the right to vote, consent, receive
dividends or other than as herein expressly provided receive notice in
respect of meetings of stockholders or any other matter whatsoever as a
stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Holder to purchase a Warrant Unit, and no mere
enumeration herein of the rights or privileges of the Holder, shall give
rise to any liability of such Holder for the Purchase Price of any
Warrant Units or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in its
name by its duly authorized officer.
Dated: June 5, 2002
KANBAY INTERNATIONAL, INC.
By: /s/ Raymond J. Spencer
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Name: RAYMOND J. SPENCER
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Title: Chief Executive Officer
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ANNEX I
KANBAY INTERNATIONAL, INC.
NOTICE OF EXERCISE
The undersigned, the holder of the foregoing warrant (the "Warrant"),
hereby (i) represents to the Company (as such term is defined in the Warrant)
that the Warrant may presently be exercised; (ii) irrevocably elects to exercise
the Warrant for, and to purchase thereunder, the Warrant Unit; and (iii)
herewith makes payment in full therefor consisting of [_____] Original Shares,
and herewith delivers to the Company the certificates representing such Original
Shares, duly endorsed, assigned pursuant to the Assignment Separate from
Certificate attached to the Warrant as ANNEX II, or accompanied by a separate
instrument or instruments of transfer acceptable to the Company; and (iv)
requests (a) that certificates for the Warrant Stock and the New Warrant be
issued in the name of and delivered to:
Name:
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Address:
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Tax ID Number:
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[Investor Name]
Signature:
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(Duly authorized signature)
Title or Capacity:
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(Print title or capacity if Holder is not an
individual)
Dated:
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ANNEX II
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, _____________, hereby assign and transfer unto
Kanbay International, Inc. the aggregate amount of ____________________
(____________) shares of the Common Stock, $0.001 par value per share of Kanbay
International, Inc. (the "Company"), standing in my name on the books and
records of said Company represented by Certificates numbered _____ and _____
herewith and do hereby irrevocably constitute and appoint the Secretary of the
Company the undersigned's attorney to transfer the said stock on the books of
the Company with full power of substitution in the premises.
Dated:
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[Name of Holder]
By:
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Its:
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