exv4w3






Exhibit 4.3




IGAMBIT, INC.




Common Stock Purchase Warrant



	 	 	 

	Warrant Holder:

	 	Roetzel & Andress
	 
	Date of Issuance:

	 	June 1, 2009





Number of shares of Common Stock to be issued upon exercise in full: 250,000



THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT IN
COMPLIANCE WITH STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED




     FOR VALUE RECEIVED, iGambit, Inc., a Delaware corporation (the “Company”) hereby agrees
to sell upon the terms and on the conditions hereinafter set forth, at any time commencing on the
date hereof but no later than 5:00 p.m., Eastern Time, on the 7th anniversary date of
this warrant (the “Expiration Date”) to Roetzel & Andress or registered assigns (the “Holder”),
under the terms as hereinafter set forth, Two Hundred and Fifty Thousand (250,000) fully paid and
non-assessable shares of the Company’s Common Stock (the “Warrant Shares”) pursuant to this warrant
(this “Warrant”). The term “Common Stock” shall mean, when used herein, unless the context
otherwise requires, the stock and other securities and property at the time receivable upon the
exercise of this Warrant.



1) EXERCISE OF WARRANT




     a) Exercise Price and Vesting. The Holder may exercise this Warrant as follows: (i)
for up to 100,000 Warrant Shares at any time at a purchase price per Warrant Share of $0.50 (an
“Exercise Price”); (ii) for up to an additional 50,000 Warrant Shares at any time after the
1st anniversary of the date hereof at a purchase price per Warrant Share of $0.65 (an
“Exercise Price”); (iii) for up to an additional 50,000 Warrant Shares at any time after the
2nd anniversary of the date hereof at a purchase price per Warrant Share of $0.85 (an
“Exercise Price”); and (iv) for up to an additional 50,000 Warrant Shares at any time after the
3rd anniversary of the date hereof at a purchase price per Warrant Share of $1.15 (an
“Exercise Price”). The number of Warrant Shares to be so issued and the Exercise Prices are subject
to adjustment in certain events to prevent dilution as set forth in Section 5 herein.



     b) Procedure for Exercise. The Holder may exercise all or any part of this Warrant by
surrendering to the Company this Warrant and the Notice of Exercise (form attached hereto) having
then been duly executed by the Holder, accompanied by cash or certified check, for the number of
Warrant Shares specified below prior to 5:00 p.m., Eastern Time, on the Expiration Date. If
exercised in part, the Company may deliver to



 









 







the Holder a new Warrant, identical in form, in the
name of the Holder, evidencing the
right to purchase the number of shares of Warrant Shares as to which this Warrant has not been
exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President
of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as
provided herein.



     c) Cashless Exercise. Notwithstanding anything contained herein to the contrary, if
at any time there is not a current, valid and effective registration statement covering the Warrant
Shares that are the subject of the Notice of Exercise, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise, elect instead to receive upon such
exercise the “Net Number” of Warrant Shares determined according to the following formula (a
“Cashless Exercise”):



	 	 	 	 	 

	Net Number =

	 	(B-C) x A
	 	 
	 

	 	B	 	 






     For purposes of the foregoing formula:




	 	A = 	 	the total number of shares with respect to which this Warrant
is then being exercised.
	 
	 	B = 	 	the Fair Market Value of a share of the Company’s Common
Stock as of the date of exercise.
	 
	 	C = 	 	the Exercise Price then in effect for the applicable Warrant Shares at the
time of such exercise.





     Fair Market Value. Fair Market Value of a share of the Company’s Common Stock as of a
particular date (the “Determination Date”) shall mean:




     i) If the Company’s Common Stock is traded on a national stock exchange, then the
closing price reported for the business day immediately preceding the Determination Date;




     ii) If the Company’s Common Stock is not traded on a national stock exchange, but is
traded in the over-the-counter market, then the average of the closing bid and ask prices
for the business day immediately preceding the Determination Date; or




     iii) If the Company’s Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on the matter
to be decided.



     d) No Fractional Shares. No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Warrant. The Company shall either round up said
fractional shares to the next whole share or shall pay cash in lieu of fractions with respect to
the Warrants based upon the fair market value of such fractional shares of Common Stock as
determined by the Company.



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     e) Delivery of Certificates. In the event of any exercise of the rights represented
by this Warrant, a certificate or certificates for the Warrant Shares so purchased, registered in
the name of the Holder, shall be delivered to the Holder within a reasonable time after such rights
shall have been so exercised. The person or entity in whose name any certificate for the Warrant
Shares is issued upon exercise of the rights represented by this Warrant shall for all purposes be
deemed to have become the holder of record of such shares immediately prior to the close of
business on the date on which the Warrant was surrendered and payment of the Exercise Price and any
applicable taxes was made, irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares at the opening of
business on the next succeeding date on which the stock transfer books are open.



2) EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT




     Subject to Section 3, 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 or
Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable
hereunder. 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 that 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.



3) COMPLIANCE WITH SECURITIES LAWS




     a) The Holder hereby acknowledges that this Warrant and any Warrant Shares purchased pursuant
hereto are not being registered (i) under the Act on the ground that the issuance of this Warrant
is exempt from registration under Section 4(2) of the Act as not involving any public offering or
(ii) under any applicable state securities law because the issuance of this Warrant does not
involve any public offering; and that the Company’s reliance on the Section 4(2) exemption of the
Act and under applicable state securities laws is predicated in part on the representations hereby
made to the Company by the Holder that it is acquiring this Warrant and will acquire the Warrant
Shares for investment for its own account, with no present intention of dividing its participation
with others or reselling or otherwise distributing the same, subject, nevertheless, to any
requirement of law that the disposition of its property shall at all times be within its control.



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     b) Except as provided in section 3(c), this Warrant and the certificates representing the
Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in
substantially the following form:




“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE ACT IN COMPLIANCE WITH STATE SECURITIES LAWS AS
EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.”



     In addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect
to such certificates and the shares represented thereby on its books and records and with those to
whom it may delegate registrar and transfer functions.



     c) The restrictions imposed by this Section 3 upon the transfer of this Warrant or the Warrant
Shares to be purchased upon exercise hereof, shall terminate (i) when such securities shall have
been resold pursuant to an effective registration statement under the Securities Act; (ii) upon the
Company’s receipt of an opinion of counsel , in form and substance reasonably satisfactory to the
Company, addressed to the Company to the effect that such restrictions are no longer required to
ensure compliance with the Securities Act or state securities laws; or (iii) upon the Company’s
receipt of other evidence reasonably satisfactory to the Company that such registration and
qualification under the Securities Act and state securities laws are not required. Whenever such
restrictions cease and terminate as to any such securities, the Holder thereof shall be entitled to
receive from the Company (or its transfer agent or registrar), without expense, new Warrants (or in
the case of Warrant Shares, new certificates) of like tenor not bearing the applicable legend
required by Section 3(b) relating to the Securities Act and state securities laws.



4) RESERVATION OF WARRANT SHARES




     The Company hereby agrees that at all times there shall be reserved for issuance upon the
exercise of this Warrant such number of shares of its Common Stock as shall be required for
issuance upon exercise of this Warrant. The Company further agrees that all shares which may be
issued upon the exercise of the rights represented by this Warrant will be duly authorized and
will, upon issuance and against payment of the exercise price, be validly issued, fully paid and
non-assessable, free from all taxes, liens, charges and preemptive rights with respect to the
issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously
with such issuance and other than transfer restrictions imposed by federal and state securities
laws.



5) ADJUSTMENTS; ANTI-DILUTION




     The number and kind of securities or other property for which the Warrant is exercisable are
subject to adjustment in certain events to prevent dilution as follows:



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     a) Recapitalization, Reclassification and Succession. If the Company shall do any of
the following (each a “Capital Transaction”): (i) effect any recapitalization of the Company or
reclassification of its Common Stock; (ii) effect any merger or consolidation of the Company into
or with a corporation or other business entity; or (iii) effect the sale or transfer of all or
substantially all of the Company’s assets or of any successor corporation’s assets to any other
corporation or business entity (any such corporation or other business entity being included within
the meaning of the term “successor corporation”) at any time while this Warrant remains outstanding
and unexpired, then, as a condition of such Capital Transaction, the Holder of this Warrant shall
have the right to receive at the Exercise Price in effect at the time immediately prior to the
consummation of such Capital Transaction in lieu of the Common Stock issuable upon such exercise of
this Warrant prior to such Capital Transaction, the securities, cash or other property to which
such Holder would have been entitled upon consummation of such Capital Transaction if such Holder
had exercised the rights represented by this Warrant immediately prior thereto, subject to
adjustments (subsequent to each action) as nearly equivalent as possible to the adjustments
provided for elsewhere in this Section 5.



     b) Stock Dividends, Distributions, Subdivisions and Combinations. If the Company at
any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its
Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend payable in, or other distribution of Common Stock or subdivide its Common
Stock into a larger number of shares of Common Stock, or combine its Common Stock into a smaller
number of shares of Common Stock, then (i) the number of Warrant Shares purchasable upon exercise
of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the
number of shares of Common Stock which a record holder of the same number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the occurrence of such event would own
or be entitled to receive after the happening of such event; and (ii) the Exercise Price then in
effect shall be adjusted to equal (A) the Exercise Price then in effect multiplied by the number of
shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment,
divided by (B) the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment.



     c) Certain Shares Excluded. The number of shares of Common Stock outstanding at any
given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares
then directly or indirectly held in the treasury of the Company.



     d) Duration of Adjustment. Following each computation or readjustment as provided in
this Section 5, the new adjusted Exercise Price and number of shares of Warrant Shares purchasable
upon exercise of this Warrant shall remain in effect until a further computation or readjustment
thereof is required.



     e) Form of Warrant After Adjustment. The form of this Warrant need not be changed
because of any adjustments in the Exercise Price or the number and kind of securities purchasable
upon exercise of this Warrant.



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     f) Notice of Adjustment. Whenever any adjustment shall be made pursuant to Section 5
hereof, the Company shall promptly (i) cause its Chairman, Chief Executive Officer or President to
prepare and execute a certificate setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment was calculated and
the Exercise Price and number of shares of Warrant Shares purchasable upon exercise of this Warrant
after giving effect to such adjustment; and (ii) cause copies of such certificate to be delivered
to the Holder promptly after each adjustment.



6) LOSS, THEFT, DESTRUCTION OR MUTILATION




     Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable
discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in
the case of mutilation, upon surrender and cancellation thereof, the Company will execute and
deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date
hereof.



7) HOLDER NOT A STOCKHOLDER OF THE COMPANY




     The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any
rights whatsoever as a stockholder of the Company, including but not limited to voting rights until
such time as the Warrant is exercised for Warrant Shares.



8) MISCELLANEOUS




     a) Notices. All notices and other communications required or permitted hereunder
shall be in writing and shall be deemed to have been duly given one business day after delivery to
a reputable overnight carrier or six business days after delivery to the U.S. Postal Service, if
sent by first class mail, certified or registered mail with postage prepaid or by telecopy with a
copy following by hand or by overnight carrier or mailed, certified or registered mail with postage
prepaid:



	 	 	 

	If to the Company:

	 	iGambit, Inc.

1600 Calebs Path Extension, Suite 114

Hauppauge, New York 11788
	 
	 	 
	If to Holder:

	 	Roetzel & Andress

350 East Las Olas Boulevard, Suite 1100

Fort Lauderdale, Florida 33301

Attn: Joel D. Mayersohn





or to such other person or address as any party shall furnish to the other parties in writing.




     b) Successors and Assigns. This Warrant shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns. The Holder may



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assign some or
all of its rights hereunder in connection with transfer of all or part of this
Warrant, subject to compliance with the securities laws, without the consent of the Company,
in which event such assignee shall be deemed to be a Holder hereunder with respect to such assigned
rights.



     c) Severability. Whenever possible, each provision of this Warrant shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provisions
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Warrant.



     d) Headings and Captions. The headings and captions contained in this Warrant are set
forth for the purpose of convenience only and shall be given no effect in the construction or
interpretation of this Warrant.



     e) Governing Law; Jurisdiction; Venue. The validity, interpretation, and performance
of this Warrant shall be governed in all respects by the laws of the State of Florida, without
giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The parties hereby consent to the jurisdiction of the
federal and state courts located in the Southern District of Florida with respect to any actions
brought concerning this Warrant. Venue for any such actions or arbitrations shall be in any of
such courts in Broward, County, Florida and the parties hereto hereby waive any objection to such
venue on the grounds of inconvenient forum.



     f) Signature Delivery. The parties agree that signatures delivered by facsimile or
“pdf” shall be binding and shall have the same force and effect as original signatures.



     g) Changes to be in Writing. No waiver, change, amendment or discharge of any term or
condition hereof or any consent on the part of any party hereto shall be of any force or effect
unless made in writing and signed by the party to be bound thereby.



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     IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in
its corporate name and by a duly authorized officer, as of June 1, 2009.



	 	 	 	 	 
	 	IGAMBIT, INC.

 	 
	 	Signature:  	 	 
	 	 	Print Name:  	John Salerno 	 
	 	 	Title:  	Chief Executive Officer 	 



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FORM OF NOTICE OF EXERCISE




(To be executed by the Holder to exercise the right to purchase shares of Common Stock)


To: IGAMBIT, INC.





     The undersigned is the Holder of a Warrant issued by iGambit, Inc., a Delaware corporation
(the “Company”). The Warrant is currently exercisable to purchase a total of      
                                             
Warrant Shares. The undersigned Holder hereby irrevocably exercises its right to purchase
                   
                                Warrant Shares pursuant to the Warrant. The Holder (check applicable box):




       
         has included the sum of $      
                              payable to the Company in accordance with the
terms of the Warrant; or




                elects a Cashless Exercise.



     Pursuant to this exercise, certificates for such shares of Common Stock, issued in the name of
the following, shall be delivered to the following:



	 	 	 	 	 

	Name:

	 	 	 	 
	 

	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	SSN or EIN:
	 	 	 	 
	 

	 	 	 	 





     Following this exercise, the Warrant shall be exercisable to purchase a total of
                                    Warrant Shares. If said number of shares of Common Stock shall not be all the
shares evidenced by the within Warrant, the Holder requests that a new warrant certificate for the
balance of the shares covered by the within Warrant be registered in the name of, and delivered to:



	 	 	 	 	 

	Name:

	 	 	 	 
	 

	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 	 	 
	Date: ________________ 	
 	 
	 	Signature of Holder 	 
	 	 	 
	 	
 	 
	 	Print Name of Holder 	 
	 
	 	(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant) 	 













 






FORM OF ASSIGNMENT




[To be completed and signed only upon assignment of Warrant]




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                   
                   
                  the right represented by the within Warrant to purchase        
                   
                                 

shares
of Common Stock of IGAMBIT, INC. to which the within Warrant relates and appoints       
                             
attorney to transfer said right on the books of iGambit, Inc. with full power of substitution in
the premises.



     Pursuant to this assignment, the Company is instructed to deliver a new Warrant in the name
of:



	 	 	 	 	 

	Name:

	 	 	 	 
	 

	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	SSN or EIN:
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 	 	 
	Date: ________________ 	
 	 
	 	Signature of Holder 	 
	 	 	 
	 	
 	 
	 	Print Name of Holder 	 
	 
	 	(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant)