EXHIBIT 10.6
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SUCH ACT.
Void after
October 31, 2013*
*subject to extension as provided herein
WARRANT TO PURCHASE SHARES OF COMMON STOCK
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this "Warrant"), dated as of
March 30, 2010, is issued to MTS PARTNERS, INC. (f/k/a iPRINT TECHNOLOGIES,
INC.), a California corporation (the "Holder") by American TonerServ Corp., a
Delaware corporation (the "Company"), pursuant to the terms of that certain
Master Amendment Agreement, dated as of March 30, 2010, by and among the
Company, the Holder, and others (the "Master Agreement").
Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Master Agreement.
1.
PURCHASE OF SHARES.
SUBJECT TO THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH AND SET FORTH IN THE MASTER AGREEMENT, HOLDER IS ENTITLED,
UPON SURRENDER OF THIS WARRANT AT THE PRINCIPAL OFFICE OF THE COMPANY (OR AT
SUCH OTHER PLACE AS THE COMPANY SHALL NOTIFY THE HOLDER IN WRITING), TO PURCHASE
FROM THE COMPANY UP TO TWENTY-THREE MILLION FIVE HUNDRED SIXTY-NINE THOUSAND SIX
HUNDRED SIXTEEN (23,569,616) SHARES (THE "WARRANT SHARES") OF THE COMPANY'S
COMMON STOCK (THE "COMMON STOCK").
2.
EXERCISE PRICE.
THE EXERCISE PRICE FOR EACH SHARE OF COMMON
STOCK SHALL BE $0.0567 PER SHARE.
SUCH PRICE SHALL BE SUBJECT TO ADJUSTMENT
PURSUANT TO SECTION 8 BELOW (SUCH PRICE, AS ADJUSTED FROM TIME TO TIME, IS
HEREIN REFERRED TO AS THE "EXERCISE PRICE").
3.
EXERCISE PERIOD.
THIS WARRANT SHALL BE EXERCISABLE, IN WHOLE OR IN
PART, AT ANY TIME ON OR AFTER THE DATE HEREOF BUT EXPIRES AT 5:00 P.M. ON
OCTOBER 31, 2013 (THE "EXPIRATION DATE"); PROVIDED, HOWEVER, THE EXPIRATION DATE
SHALL AUTOMATICALLY BE EXTENDED UNTIL OCTOBER 31, 2015 UPON SATISFACTION OF THE
REQUIRED CONDITIONS ON OR BEFORE THE CONDITION DEADLINE (EACH AS DEFINED IN THE
MASTER AGREEMENT).
4.
METHOD OF EXERCISE.
WHILE THIS WARRANT REMAINS OUTSTANDING AND
EXERCISABLE IN ACCORDANCE WITH SECTION 3 ABOVE, THE HOLDER MAY EXERCISE, IN
WHOLE OR IN PART, THE PURCHASE RIGHTS EVIDENCED HEREBY.
SUCH EXERCISE SHALL BE
EFFECTED BY:
(A)
THE SURRENDER OF THE WARRANT, TOGETHER WITH A DULY EXECUTED COPY OF THE
NOTICE OF EXERCISE ATTACHED HERETO AS EXHIBIT A (THE "NOTICE OF EXERCISE"), TO
THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICES; AND
(B)
THE PAYMENT TO THE COMPANY OF AN AMOUNT EQUAL TO THE AGGREGATE EXERCISE
PRICE FOR THE NUMBER OF SHARES BEING PURCHASED (BY CASH, CHECK, WIRE TRANSFER OR
CANCELLATION OF INDEBTEDNESS).
5.
NET EXERCISE.
IN LIEU OF CASH EXERCISING THIS WARRANT, THE HOLDER MAY
ELECT TO RECEIVE SHARES EQUAL TO THE VALUE