Exhibit 4.4
W-1 Warrant to Purchase
** 2,500,000**
Shares of Common Stock
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION
SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:30 P.M. New York City time on January 16, 2014
COMMON STOCK PURCHASE WARRANT
OF
LAWRENCE CONSULTING GROUP, INC.
This is to certify that, FOR VALUE RECEIVED, San Juan Holding, Inc. or
registered assigns ("Holder"), is entitled to purchase, on the terms and subject
to the provisions of this Warrant, from Lawrence Consulting Group, Inc., a
Delaware corporation (the "Company"), two million five hundred thousand
(2,500,000) shares of the common stock, par value $.0001 per share ("Common
Stock"), of the Company at an exercise price per share (the "Exercise Price") of
six cents ($.06), during the period (the "Exercise Period") commencing on
October , 2006 [the first anniversary of the date of this Warrant] and ending at
5:30 P.M. New York City time, on January 16, 2014; provided, however, that if
such date is a day on which banking institutions in the State of New York are
authorized by law to close, then on the next succeeding day on which such banks
are not authorized to be closed. Reference to the Series A Warrants shall mean
all of the Series A Common Stock Purchase Warrants issued by the Company and any
Warrants issued as a result of the transfer or partial exercise of any of such
Warrants. The Series A Warrants were issued pursuant to the Agreement and Plan
of Reorganization (the "Agreement") dated as of October , 2005, by and among the
Company, Plaza Acquisition Corp., a Puerto Rico corporation and wholly-owned
subsidiary of the Company, Plaza Consulting Group, Inc., a Puerto Rico
corporation, and Elizabeth Plaza, the sole stockholder of Plaza.
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole at any
time or in part from time to time during the Exercise Period, by presentation
and surrender of this Warrant to the Company at its principal office, or at the
office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of shares of Common Stock specified in such form. Payment of the Exercise
Price shall be made by wire transfer or check (subject to collection) in the
amount of the Exercise Price payable to the order of the Company. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder to purchase the balance of the shares of Common Stock
purchasable hereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to the Holder; provided, however, that if
payment of the Exercise Price is made by check, the Company shall not issue the
Common Stock until the Company has been advised by its bank that the check has
cleared. The shares of Common Stock issued or issuable upon exercise of this
Warrant are referred to as the "Warrant Shares."
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times
from and after the issuance of this Warrant, there shall be reserved for
issuance upon exercise of this Warrant such number of shares of Common Stock as
shall be required for issuance and delivery upon exercise of this Warrant and
that it shall not, without the prior approval of the holders of a majority of
the Warrants then outstanding, increase the par value of the Common Stock in a
manner such that the exercise price is less than the par value.
(c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. All
fractional shares will be rounded up by the issuance of such additional fraction
of a share as is necessary to increase the fractional share to a full share of
Common Stock.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Subject to the provisions of Section (j) of this
Warrant, upon surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Holder hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue of this Warrant,
be entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent set
forth in this Warrant.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and
the number and kind of securities purchasable upon exercise of each Warrant
shall be subject to adjustment in case
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the Company shall, subsequent to the Closing, as defined in the Agreement, (i)
pay a dividend or make a distribution on its shares of Common Stock in shares of
Common Stock (ii) subdivide or reclassify its outstanding Common Stock into a
greater number of shares, or (iii) combine or reclassify its outstanding Common
Stock into a smaller number of shares or otherwise effect a reverse split, the
Exercise Price in effect at the time of the record date for such dividend or
distribution or the effective date of such subdivision and the number of shares
of Common Stock (or other securities) issuable upon exercise of this Warrant
shall be proportionately adjusted to reflect such transaction. As a result of
such adjustment, the Holder of this Warrant exercised after such date shall be
entitled to receive for the aggregate Exercise Price, the aggregate number and
kind of shares which, if this Warrant had been exercised immediately prior to
such time, he would have owned upon such exercise and been entitled to receive
upon such dividend, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed in this Section
(f) shall occur. In no event shall the Exercise Price per share be less than the
par value per share.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted
as required by the provisions of Section (f) of this Warrant, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price and the adjusted number of
shares of Common Stock issuable upon exercise of each Warrant, determined as
herein provided, setting forth in reasonable detail the facts requiring such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder, and the Company shall, forthwith
after each such adjustment, mail, by first class mail, a copy of such
certificate to the Holder at the Holder's address set forth in the Company's
Warrant Register.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (1) if the Company shall pay any dividend or make any distribution
upon Common Stock (other than a cash dividend payable out of retained earnings)
or (2) if the Company shall offer to the holders of Common Stock for
subscription or purchase by them any share of any class or any other rights or
(3) if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail, return receipt requested, to the Holder, at least fifteen days
prior to the date specified in clauses (i) and (ii), as the case may be, of this
Section (h) a notice containing a brief description of the proposed action and
stating the date on which (i) a record is to be taken for the purpose of such
dividend, distribution or rights, or (ii) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any is to be fixed, as of which the holders of
Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER.
(1) In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification, capital reorganization or other change of
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outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant, to purchase
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this Section (i)(1) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.
(2) Notwithstanding the provisions of Section (i)(1) of this Warrant, in
the event of a Specified Merger, as hereinafter defined, this Warrant, if not
exercised prior to the effective time of the Specified Merger, shall, at the
effective time of the Specified Merger, without any action on the part of the
holder, become and be converted into the right to receive cash or securities
equal to the amount determined by multiplying the number of shares of Common
Stock issuable upon exercise of this Warrant by the amount by which (i) the
consideration payable with respect to one share of Common Stock in the Specified
Merger exceeds (ii) the Exercise Price. A Specified Merger shall mean the merger
or consolidation of the Company into another corporation or entity or the sale
by the Company of all or substantially all of its business and assets in a
transaction in which the net proceeds or other consideration from such sale are
distributed to the Company's stockholders in liquidation of their shares of
Common Stock, if, and only if, the sole consideration to be received by the
holders of the Common Stock is cash, including any contingent cash, and/or
securities all of which are listed on the New York or American Stock Exchange,
the Nasdaq Stock Market or the OTC Bulletin Board. Securities issued in the
Specified Merger shall be valued at the average closing price thereof on the
principal stock exchange or market on which the securities are listed or traded
for the five-day period ending the day prior to the effective date of the
Specified Merger. Payment to the holder of this Warrant with respect to any such
securities shall be payable in either cash or in such securities (valued as
herein provided), as the Company shall determine. If, in a Specified Merger, the
value of the consideration payable with respect to one share of Common Stock is
less than the Exercise Price, no payment shall be made to the holder of this
Warrant, and this Warrant shall terminate.
(j) TRANSFER TO COMPLY WITH THE SECURITIES ACT. This Warrant or the
Warrant Shares or any other security issued or issuable upon exercise of this
Warrant may not be sold or otherwise disposed of except as follows:
(1) To a person who, in the opinion of counsel for the Company, is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus under the
Securities Act and in compliance with applicable state securities laws with
respect thereto and then only against receipt of an agreement of such person to
comply with the provisions of this Section (j) with respect to any resale or
other disposition of such securities which agreement shall be satisfactory in
form and substance to the Company and its counsel; or
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(2) To any person upon delivery of a prospectus then meeting the
requirements of the Securities Act and state securities laws relating to such
securities and the offering thereof for such sale or disposition.
(k) NO RIGHT OF REDEMPTION. The Company shall have no right to call this
Warrant for redemption.
Dated as of , 2005
LAWRENCE CONSULTING GROUP, INC.
By:_____________________________________
Dov Perlysky, Chief Executive Officer
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PURCHASE FORM
Dated: , 20
The undersigned hereby irrevocably exercises this Warrant to the extent of
purchasing _______ shares of Common Stock and hereby makes payment of
$____________ in payment of the Exercise Price therefor.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:_________________________________________________________________
(Please typewrite or print in block letters)
Signature:____________________________________________________________
Social Security or Employer Identification No.________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED,___________________________________________________
hereby sells, assigns and transfer unto
Name__________________________________________________________________
(Please typewrite or print in block letters)
Address_______________________________________________________________
Social Security or Employer Identification No.________________________
The right to purchase Common Stock represented by this Warrant to the extent of
_________shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint __________________ attorney to transfer the
same on the books of the Company with full power of substitution.
Dated: , 20
Signature_________________________________________
Signature Medallion Guaranteed:
__________________________________________________
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