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Exhibit 4.9
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-2/REPLACEMENT
TO PURCHASE WARRANT STOCK AND A NEW WARRANT
OF
KANBAY INTERNATIONAL, INC.
THIS IS TO CERTIFY THAT, as of September 14, 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), Household Investment
Funding, 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-2/Replacement is
being issued in replacement of Warrant No. AD-2, 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
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1.1. METHOD OF EXERCISE. Upon the occurrence of a Dilutive Financing, the
Company shall 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 Original
Shares. This Warrant shall be subject to that certain Subscription
Agreement, dated as of September 14, 2000, by and among the Company,
the Holder and the other parties designated therein (the "Subscription
Agreement") and the related Stockholders Agreement, as the same may be
amended from time to time, constituting Exhibit C 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 and the details relating to the transfer thereof 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 or the Holder 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
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Warrants exercisable upon the same terms and conditions upon
presentation hereof and 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 AND WARRANT STOCK. 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 or the Common Stock which may be issued thereunder.
3.7. NOTICES. Unless this Warrant is terminated, in the event that at any
time prior to a Qualified 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
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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 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 the occurrence of any
event that would cause an adjustment to the Conversion Price under the
Certificate of Incorporation (assuming for purposes of this Section 4 that
the Conversion Price is equal to the then-current Dilutive Share Price),
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 or a registered public offering (other than a Qualified
Public Offering) 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.
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"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 or (ii) a date set by 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.
"Qualified Public Offering" shall have the meaning given such term in
the Certificate of Incorporation.
"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 subject matter hereof
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
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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 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.
[SIGNATURE ON FOLLOWING PAGE]
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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: as of April 15, 2004
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KANBAY INTERNATIONAL, INC.
By: /s/ Authorized Party
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Name: Authorized Party
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Title: VP & CFO
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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
Class A 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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