WARRANT









EXHIBIT 4.9




 




WARRANT




 




THIS WARRANT

AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN

REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (“ACT”) OR APPLICABLE STATE

SECURITIES LAWS (“STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED,

DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE

HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF

COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO

COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER

SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.




 




WARRANT TO PURCHASE 150,000 SHARES OF COMMON STOCK




 




EPICEDGE, INC.




(a Texas corporation)




3200 Wilcrest Drive, Suite 370




Houston, Texas 77042-2374




 




Not Transferable or Exercisable Except




upon Conditions Herein Specified




 




EPICEDGE,

INC., a Texas corporation (“Company”), hereby certifies that Nicholas L.

Reding, his registered successors and permitted assigns registered on the books

of the Company maintained for such purposes, as the registered holder hereof

(“Holder”), for value received in consideration for services to be rendered to

the Company as a director and other consulting services, is entitled to

purchase from the Company the number of fully paid and non-assessable shares of

Common Stock of the Company, $.01 par value (“Shares” or “Common Stock”),

stated above at the purchase price per Share set forth in Section 1(b) below

(“Exercise Price”) (the number of Shares and Exercise Price being subject to

adjustment as hereinafter provided) upon the terms and conditions herein

provided.




 




1.                                  Exercise

of Warrants.




 




(a)             Subject to

subsection (b) of this Section 1 and Section 10, upon presentation and

surrender of this Warrant Certificate, with the attached Purchase Form duly

executed, at the principal office of the Company, or at such other place as the

Company may designate by notice to the Holder hereof, together with a certified

or bank cashier’s check payable to the order of the Company in the amount of

the Exercise Price times the number of Shares being purchased, the Company

shall deliver to the Holder hereof, as promptly as practicable, certificates

representing the Shares being purchased. 

This Warrant may be exercised in whole or in part; and, in case of

exercise hereof in part only, the Company, upon surrender hereof, will deliver

to the Holder a new Warrant Certificate or Warrant Certificates of like tenor

entitling the Holder to purchase the number of Shares as to which this Warrant

has not been exercised.




 





























 




(b)             This Warrant may be exercised at a

price of $19.00 per share.  This Warrant

shall vest and become exercisable as follows: (i) 50,000 shares underlying the

Warrant shall vest and become exercisable as of the date hereof, (ii) 50,000

shares underlying the Warrant shall vest and become exercisable on May 25,

2001, and (iii) 50,000 shares underlying the Warrant shall vest and become

exercisable on May 25, 2002.  The

Warrant shall expire upon the close of business May 25, 2005.




 




(c)             The Warrant Price shall be payable

at the time of exercise.  The Warrant

Price may be paid in cash, by cashier’s check, or by wire transfer.




 




2.                                  Exchange

and Transfer of Warrant.




 




At any time

prior to the exercise hereof, upon presentation and surrender to the Company,

this Warrant (a) may be exchanged, alone or with other Warrants of like tenor

registered in the name of the Holder, for another Warrant or other Warrants of

like tenor in the name of such Holder exercisable for the same aggregate number

of Shares as the Warrant or Warrants surrendered, but (b) may not be sold,

transferred, hypothecated, or assigned, in whole or in part, without the prior

written consent of the Company.




 




3.                                  Rights

and Obligations of Warrant Holder.




 




(a)             The Holder of this Warrant

Certificate shall not, by virtue hereof, be entitled to any rights of a

stockholder in the Company, either at law or in equity; provided, however,

that in the event that any certificate representing the Shares is issued to the

Holder hereof upon exercise of this Warrant, such Holder shall, for all

purposes, be deemed to have become the holder of record of such Shares on the

date on which this Warrant Certificate, together with a duly executed Purchase

Form, was surrendered and payment of the Exercise Price was made, irrespective

of the date of delivery of such Share certificate.  The rights of the Holder of this Warrant are limited to those

expressed herein and the Holder of this Warrant, by his acceptance hereof,

consents to and agrees to be bound by and to comply with all the provisions of

this Warrant Certificate, including, without limitation, all the obligations

imposed upon the Holder hereof by Sections 2 and 5 hereof.  In addition, the Holder of this Warrant

Certificate, by accepting the same, agrees that the Company may deem and treat

the person in whose name this Warrant Certificate is registered on the books of

the Company maintained for such purposes as the absolute, true and lawful owner

for all purposes whatsoever, notwithstanding any notation of ownership or other

writing thereon, and the Company shall not be affected by any notice to the

contrary.




 




(b)             No Holder of this Warrant

Certificate, as such, shall be entitled to vote or receive dividends or to be

deemed the holder of Shares for any purpose, nor shall anything contained in

this Warrant Certificate be construed to confer upon any Holder of this Warrant

Certificate, as such, any of the rights of a stockholder of the Company or any

right to vote, give or withhold consent to any action by the Company, whether

upon any recapitalization, issue of stock, reclassification of stock,

consolidation, merger, conveyance or otherwise, receive notice of meetings or

other action affecting stockholders (except for notices provided for herein),

receive dividends,




 




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subscription rights, or

otherwise, until this Warrant shall have been exercised and the Shares

purchasable upon the exercise thereof shall have become deliverable as provided

herein; provided, however, that any such exercise on any date when the

stock transfer books of the Company shall be closed shall constitute the person

or persons in whose name or names the certificate or certificates for those

Shares are to be issued as the record holder or holders thereof for all

purposes at the opening of business on the next succeeding day on which such

stock transfer books are open, and the Warrant surrendered shall not be deemed

to have been exercised, in whole or in part as the case may be, until the next

succeeding day on which stock transfer books are open for the purpose of

determining entitlement to dividends on the Company’s common stock.




 




4.                                  Shares

Underlying Warrants.




 




The Company

covenants and agrees that all Shares delivered upon exercise of this Warrant

shall, upon delivery and payment therefor, be duly and validly authorized and

issued, fully paid and non-assessable, and free from all stamp taxes, liens and

charges with respect to the purchase thereof. 

In addition, the Company agrees at all times to reserve and keep

available an authorized number of Shares sufficient to permit the exercise in

full of this Warrant.




 




5.                                  Disposition

of Warrants or Shares.




 




(a)             The Holder of this Warrant

Certificate and any transferee hereof or of the Shares issuable upon the

exercise of the Warrant Certificate, by their acceptance hereof, hereby

understand and agree that the Warrant, and the Shares issuable upon the

exercise hereof, have not been registered under either the Securities Act of

1933 (“Act”) or applicable state securities laws (“State Acts”) and shall not

be sold, pledged, hypothecated, or otherwise transferred (whether or not for

consideration) except upon the issuance to the Company of an opinion of counsel

favorable to the Company or its counsel or submission to the Company of such

evidence as may be satisfactory to the Company or its counsel, in each such

case, to the effect that any such transfer shall not be in violation of the Act

or the State Acts.  It shall be a

condition to the transfer of this Warrant that any transferee of this Warrant

deliver to the Company his written agreement to accept and be bound by all of

the terms and conditions of this Warrant Certificate.  The Holder acknowledges that the Company has not granted any

registration rights hereunder.




 




(b)             The stock certificates of the

Company that will evidence the shares of Common Stock with respect to which

this Warrant may be exercisable will be imprinted with a conspicuous legend in

substantially the following form:




 




“The securities

represented by this certificate have not been registered under either the

Securities Act of 1933 (“Act”) or the securities laws of any state (“State

Acts”).  Such securities shall not be

sold, pledged, hypothecated, or otherwise transferred (whether or not for

consideration) at any time whatsoever except upon registration or upon delivery

to the Company of an opinion of its counsel satisfactory to the Company or its

counsel that registration is not required for such transfer or the submission

of such other




 




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evidence as

may be satisfactory to the Company or its counsel to the effect that any such

transfer shall not be in violation of the Act, State Acts or any rule or

regulation promulgated thereunder.”




 




6.                                  Adjustments.




 




The number of

Shares purchasable upon the exercise of each Warrant is subject to adjustment

from time to time upon the occurrence of any of the events enumerated below:




 




(a)             If at any time after the date of

this Warrant and so long as this Warrant is outstanding, there is a stock

split, stock dividend, subdivision, or similar distribution with respect to the

Common Stock, or a combination of the Common Stock, then, in such event, the

exercise price shall be adjusted in accordance with (b) below.




 




(b)             Immediately upon the effective date

of any event requiring adjustment pursuant to (a), the Company shall adjust the

exercise price then in effect (to the nearest whole cent) as follows:




 




i)              in the event such

adjustment is caused by stock split, stock dividend, subdivision, or other

similar distribution of shares of Common Stock, the exercise price in effect,

immediately prior to the effective date of such event shall be decreased to an

amount which shall bear the same relation to the exercise price in effect

immediately prior to such event as the total number of shares of Common Stock

outstanding immediately prior to such event bears to the total number of shares

of Common Stock outstanding immediately after such event;




 




ii)             in the event such adjustment

is caused by a combination of shares of Common Stock, the exercise price in

effect immediately prior to the close of business on the effective date of such

event shall be increased to an amount which shall bear the same relation to the

exercise price in effect immediately prior to such event as the total number of

shares of Common Stock outstanding immediately prior to such event bears to the

total number of shares of Common Stock outstanding immediately after such

event.




 




(c)             Upon each adjustment of the

exercise price pursuant to (b) above, the Warrant outstanding prior to such

adjustment in the exercise price shall thereafter evidence the right to

purchase, at the adjusted exercise price, that number of shares of Common Stock

(calculated to the nearest hundredth) obtained by (i) multiplying the number of

shares of Common Stock issuable upon exercise of the Warrant prior to

adjustment of the number of shares of Common Stock by the exercise price in

effect prior to adjustment of the exercise price and (ii) dividing the product

so obtained by the exercise price in effect after such adjustment of the

exercise price.




 




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7.                                  Loss

or Destruction.




 




Upon receipt

of evidence satisfactory to the Company of the loss, theft, destruction or

mutilation of this Warrant Certificate and, in the case of any such loss, theft

or destruction, upon delivery of an indemnity agreement or bond satisfactory in

form, substance and amount to the Company or, in the case of any such

mutilation, upon surrender and cancellation of this Warrant Certificate, the

Company at its expense will execute and deliver, in lieu thereof, a new Warrant

Certificate of like tenor.




 




8.                                  Survival.




 




The various

rights and obligations of the Holder hereof as set forth herein shall survive

the exercise of the Warrants represented hereby and the surrender of this

Warrant Certificate.




 




9.                                  Notices.




 




Whenever any

notice, payment of any purchase price, or other communication is required to be

given or delivered under the terms of this Warrant, it shall be in writing and

delivered by hand delivery or United States registered or certified mail,

return receipt requested, postage prepaid (or similar delivery if outside of

the United States), and will be deemed to have been given or delivered on the

date such notice, purchase price or other communication is so delivered or

posted, as the case may be; and, if to the Company, it will be addressed to the

address specified in Section 1 hereof, and if to the Holder, it will be

addressed to the registered Holder at its, his or her address as it appears on

the books of the Company.




 




10.                            Termination

of Service.




 




Notwithstanding

any provision to the contrary in this Warrant, this Warrant shall terminate and

no longer be exercisable immediately upon termination of the Holder’s services

as a director.




 




	

   


  	

  EPICEDGE,

  INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Jeffrey S.

  Sexton, President


  
	

   


  	

   


  	

  Dated: May

  25, 2000


  
	

   


  	

   


  	

   


  
	

   


  	

  HOLDER:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Nicholas L.

  Reding


  
	

   


  	

   


  	

  Dated: May

  25, 2000


  
					





 




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PURCHASE FORM




(To be signed only upon exercise of Warrant)




 




To EpicEdge, Inc.:




 




The

undersigned, the holder of the enclosed Warrant, hereby irrevocably elects to

exercise the purchase right represented by such Warrant for, and to purchase

thereunder,

            

   * shares of Common Stock of EpicEdge, Inc. and herewith makes

payment of $               

therefor, and requests that the certificate or certificates for such shares be

issued in the name of and delivered to the undersigned.




	

   


  
	

  Dated:


  	

   


  	

   


  
	

   


  
	

   


  
	

   


  	

   


  
	

   


  	

  (Signature

  must conform in all respects to


  name of holder as specified on the face of


  the enclosed Warrant)


  
	

   


  
	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  (Address)


  
				





 






















(*)                                 Insert

here the number of shares called for on the face of the Warrant or, in the case

of a partial exercise, the portion thereof as to which the Warrant is being

exercised, in either case without making any adjustment for additional Common

Stock or any other stock or other securities or property or cash which,

pursuant to the adjustment provisions of the Warrant Agreement pursuant to

which the Warrant was granted, may be delivered upon exercise.




 




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