WARRANT









EXHIBIT 4.7




 




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 25,000 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 Dr. Robert

Maddocks, 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 an advisory director, 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 $21.875 per share.  This

Warrant shall vest and become exercisable as follows: (i) 8,333 shares

underlying the Warrant shall vest and become exercisable as of the date hereof,

(ii) 8,333 shares underlying the Warrant shall vest and become exercisable on

March 20, 2001, and (iii) 8,334 shares underlying the Warrant shall vest and

become exercisable on March 20, 2002. 

The Warrant shall expire upon the close of business March 20, 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 Warrant; 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 or 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 therefore, 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 an advisory director prior to March 20, 2002.  Otherwise the Warrant shall terminate on March 20, 2005.




 




	

   


  	

  EPICEDGE,

  INC.


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Jeffrey

  S. Sexton


  	

   


  
	

   


  	

  Jeffrey S.

  Sexton, President


  
	

   


  	

  Dated: March

  20, 2000


  
	

   


  	

   


  
	

   


  	

  HOLDER:


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   /s/ Dr. Robert Maddocks


  	

   


  
	

   


  	

   Dr. Robert Maddocks


  
	

   


  	

   Dated: March 20, 2000


  
						





 




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