WARRANT AGREEMENT
BY AND AMONG
VISUAL BIBLE INTERNATIONAL, INC.
AND
THE INVESTORS SIGNATORY HERETO
DECEMBER 23, 2002
WARRANT AGREEMENT
WARRANT AGREEMENT (the "Agreement"), dated as of December 23, 2002,
by and among Visual Bible International, Inc., a Florida corporation
(the "Company"), and the investors signatory hereto (collectively,
the "Warrantholders" and each, a "Warrantholder").
A. Each of the Warrantholders has executed a subscription
agreement (each, a "Subscription Agreement") for the purchase of
Units (as defined therein) consisting of certain debentures of the
Company, shares of Common Stock (as defined below) and warrants to
purchase Common Stock. This Agreement is being executed in
connection with the purchase of the Units.
B. Capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to them in the Subscription Agreement.
In addition, certain capitalized terms used herein are defined in
Section 13 below.
In consideration of the parties mutual covenants and agreements
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. ISSUANCE OF WARRANTS.
(a) The Company hereby issues and grants to each Warrantholder
warrants to purchase the number of shares of Common Stock in the
Subscription Agreement executed by such Warrantholder (collectively,
the "Warrants"). Each Warrant shall entitle the holder, subject to
the satisfaction of the conditions to exercise set forth in Section
7 of this Agreement, to purchase on or prior to 5:00 p.m., New York
City time, on December 23, 2006 (the "Warrant Expiration Date") one
share of Common Stock (the Common Stock issuable upon exercise of
the Warrants being collectively referred to herein as the "Warrant
Shares") at the Exercise Price (as defined below) then in effect.
The number of Warrant Shares issuable on exercise of each Warrant
and the Exercise Price are subject to adjustment pursuant to Section
8 of this Agreement.
(b) Subject to the adjustments contained in Section 8 hereof,
the "Exercise Price" per Warrant Share shall equal:
(i) if the applicable Warrant is exercised at any time on
or prior to December 31, 2004, $1.00;
(ii) if the applicable Warrant is exercised after December
31, 2004 but on or prior to June 30, 2005, $1.25;
(iii) if the applicable Warrant is exercised after June 30,
2005 but on or prior to December 31, 2005, $1.50;
(iv) if the applicable Warrant is exercised after December
31, 2005 but on or prior to June 30, 2006, $1.75; and
(v) if the applicable Warrant is exercised after June 30,
2006, $2.00.
Section 2. FORM OF WARRANT CERTIFICATES.
Concurrently with the execution and delivery of this Agreement by
the parties hereto, the Company shall cause to be executed and
delivered to each of the Warrantholders one or more certificates
evidencing the Warrants (the "Warrant Certificates"). Each Warrant
Certificate delivered hereunder shall be substantially in the form
set forth in Exhibit A attached hereto and may have such letters,
numbers or other identification marks and legends, summaries or
endorsements printed thereon as the Company may deem appropriate and
that are not inconsistent with the terms of this Agreement or as may
be required by applicable law, rule or regulation. Each Warrant
Certificate shall be dated the date of execution by the Company.
Section 3. EXECUTION OF WARRANT CERTIFICATES.
Each Warrant Certificate delivered hereunder shall be signed on
behalf of the Company by one (1) officer of the Company. Each such
signature may be in the form of a facsimile thereof and may be
imprinted or otherwise reproduced on the Warrant Certificates.
If any officer of the Company who signed any Warrant Certificate
ceases to be an officer of the Company before the Warrant
Certificate so signed shall have been delivered by the Company, such
Warrant Certificate nevertheless may be delivered as though such
person had not ceased to be an officer of the Company.
Section 1. REGISTRATION.
Warrant Certificates shall be issued in registered form only. The
Company will keep or cause to be kept books for registration of
ownership and transfer of each Warrant Certificate issued pursuant
to this Agreement. Each Warrant Certificate issued pursuant to this
Agreement shall be numbered by the Company and shall be registered
by the Company in the name of the holder thereof (initially
Warrantholder). The Company may deem and treat the registered
holder of any Warrant Certificate as the absolute owner thereof
(notwithstanding any notation of ownership or other writing thereon
made by anyone) for the purpose of any exercise thereof and for all
other purposes, and the Company shall not be affected by any notice
to the contrary.
Section 2. TRANSFERS AND EXCHANGES.
Transfers. Subject to the following provisions of this Section 5,
the Warrants are transferable, in whole or in part, upon surrender
of the Warrant Certificates evidencing such Warrants at the office
of the Company referred to in Section 14, together with a written
assignment in the form of the Assignment appearing at the end of the
form of Warrant Certificate attached hereto as Exhibit A, duly
executed by the registered holder thereof or its agent or attorney.
Upon such surrender, the Company shall, subject to this Section 5,
register or cause the registration of the transfer upon the books
maintained by or on behalf of the Company for such purpose. If the
Warrants evidenced by any Warrant Certificate are to be transferred
in whole, the Company shall execute and deliver a new Warrant
Certificate or Warrant Certificates in the name of the assignee or
assignees in the denominations specified in the instrument of
assignment. If the Warrants evidenced by any Warrant Certificate
are to be transferred in part, the Company shall execute and deliver
a new Warrant Certificate or Warrant Certificates to and in the name
of the assignee or assignees in the denominations specified in the
instrument of assignment and a new Warrant Certificate to and in the
name of the assigning holder in an amount equal to the number of
Warrants evidenced by the surrendered Warrant Certificate that were
not transferred.
Restrictions on Transfer. Unless otherwise consented to by the
Company, no Warrant may be sold, pledged, hypothecated, assigned,
conveyed, transferred or otherwise disposed of (each, a "transfer")
unless (i) the transfer complies with all applicable securities laws
and the provisions of this Agreement and (ii) the transferee agrees
in writing to be bound by the terms of this Agreement.
Exchanges. A Warrant Certificate may be exchanged, at the option of
the holder thereof, upon surrender of such Warrant Certificate at
the office of the Company, for one or more other Warrant
Certificates of like tenor and representing in the aggregate the
same number of Warrants as was represented by the surrendered
Warrant Certificate.
Cancellation. Warrant Certificates surrendered for transfer or
exchange shall be canceled by the Company.
Section 1. MUTILATED OR MISSING WARRANT CERTIFICATES.
If any Warrant Certificate is mutilated, lost, stolen or destroyed,
the Company shall issue, upon surrender and cancellation of any
mutilated Warrant Certificate, or in lieu of and substitution for
any lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate of like tenor and representing an equal number of
Warrants. In the case of a lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate shall be issued by the
Company only upon the Company's receipt of reasonably satisfactory
evidence of such loss, theft or destruction and, if requested, an
indemnity or bond reasonably satisfactory to the Company.
Section 2. EXERCISE OF WARRANTS.
(a) Exercise. Subject to the terms and conditions set forth in
this Section 7, Warrants may be exercised, in whole or in part (but
not as to any fractional part of a Warrant), at any time or from
time to time on or prior to 5:00 p.m., New York City time, on the
Warrant Expiration Date.
In order to exercise any Warrant, Warrantholder shall deliver to the
Company at its office referred to in Section 14 the following: (i) a
written notice in the form of the Election to Purchase appearing at
the end of the form of Warrant Certificate attached as Exhibit A
hereto of such Warrantholder's election to exercise the Warrants,
which notice shall specify the number of such Warrantholder's
Warrants being exercised; (ii) the Warrant Certificate or Warrant
Certificates evidencing the Warrants being exercised; and (iii)
payment of the aggregate Exercise Price.
All rights of Warrantholder with respect to any Warrant that has not
been exercised, on or prior to 5:00 p.m., New York City time, on the
Warrant Expiration Date shall immediately cease and such Warrants
shall be automatically cancelled and void.
(b) Payment of Exercise Price. Payment of the Exercise Price
with respect to Warrants being exercised hereunder shall be made by
the payment by the Warrantholder to the Company, in cash, by check
or wire transfer, of an amount equal to the Exercise Price
multiplied by the number of Warrants then being exercised.
(c) Payment of Taxes. The Company shall be responsible for paying
any and all issue, documentary, stamp or other taxes that may be
payable in respect of any issuance or delivery of Warrant Shares on
exercise of a Warrant, except that, in case such Warrant Shares
shall be registered in a name or names other than the name of the
holder of a Warrant, funds sufficient to pay all transfer taxes, if
any, which shall be payable upon the execution and delivery of such
Warrant Shares shall be paid by the holder thereof to the Company at
the time an Warrantholder delivers such Warrants to the Company for
exercise.
(d) Delivery of Warrant Shares. Upon receipt of the items
referred to in Section 7(a), the Company shall, as promptly as
practicable, and in any event within three (3) Business Days
thereafter, execute and deliver or cause to be executed and
delivered, to or upon the written order of the Warrantholder
exercising its Warrants, and in the name of such Warrantholder or
such Warrantholder's designee, a share certificate or share
certificates representing the number of Warrant Shares to be issued
on exercise of the Warrant(s) and enter full details of such
issuance in the stock register of the Company in order to confer
upon the Warrantholder or the Warrantholder's designee legal title
thereto. The share certificate or share certificates issued to such
Warrantholder or its designee shall bear any restrictive legend
required under applicable law, rule or regulation. The share
certificate or share certificates so delivered (and the entry in the
stock register) shall be registered or made, as the case may be, in
the name of such Warrantholder or such other name as shall be
designated in said notice. A Warrant shall be deemed to have been
exercised and such share certificate or share certificates shall be
deemed to have been issued, and such holder or any other Person so
designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date
that such notice, together with payment of the aggregate Exercise
Price and the Warrant Certificate or Warrant Certificates evidencing
the Warrants to be exercised, is received by the Company as
aforesaid and the corresponding entries are made in the stock
register of the Company. If the Warrants evidenced by any Warrant
Certificate are exercised in part, the Company shall, at the time of
delivery of the share certificate or share certificates, deliver to
the holder thereof a new Warrant Certificate evidencing the Warrants
that were not exercised or surrendered, which shall in all respects
(other than as to the number of Warrants evidenced thereby) be
identical to the Warrant Certificate being exercised. Any Warrant
Certificates surrendered upon exercise of Warrants shall be canceled
by the Company.
Section 3. ADJUSTMENT OF NUMBER OF WARRANT SHARES ISSUABLE
UPON EXERCISE AND ADJUSTMENT OF EXERCISE PRICE.
(a) Stock Dividends, Subdivisions and Combinations. If at any
time after the date hereof the Company shall:
(i) pay a dividend, or make any other distribution of,
additional shares of Common Stock to all holders of its Common Stock
(other than pursuant to the exercise of Warrants),
(ii) subdivide its outstanding shares of Common Stock into
a larger number of shares of Common Stock, or
(iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,
then the number of Warrant Shares for which each Warrant is
exercisable immediately after the occurrence of any such event shall
be proportionately increased in the case of (i) and (ii) above and
proportionately decreased in the case of (iii) above.
(b) Certain Other Distributions. If at any time after the date
hereof the Company shall make any dividend, or any other
distribution by the Company to the holders of its Common Stock, of
any shares of capital stock of the Company, evidences of
indebtedness of the Company, cash or other assets (including rights,
warrants, convertible securities or other securities (of the Company
or any other Person)), other than any dividend or distribution (i)
upon a capital reorganization, reclassification, merger or
consolidation to which Section 8(c) applies, or (ii) of any common
stock referred to in Section 8(a), then (x) the number of Warrant
Shares for which each Warrant is exercisable shall be adjusted to
equal the product obtained by multiplying the number of shares of
Common Stock for which one Warrant is exercisable immediately prior
to such distribution by a fraction (A) the numerator of which shall
be the Current Market Price per share of Common Stock at the time of
such distribution and (B) the denominator of which shall be the
Current Market Price per share of Common Stock minus the amount
allocable to one share of Common Stock of the fair value (as
determined in good faith by the Board of Directors of the Company)
of any and all such evidences of indebtedness, shares of stock,
other securities or property so distributed.
(c) Upon Reclassifications, Reorganizations, Consolidations or
Mergers. In the event of any capital reorganization of the Company,
any reclassification of the stock of the Corporation (other than a
change in par value or from par value to no par value or from no par
value to par value or as a result of a stock dividend or
subdivision, split-up or combination or reverse split of shares),
or any consolidation or merger of the Company with or into another
Person (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common
Stock), except in the case of a merger or consolidation to which
clause (i) of the last sentence of this Section 8(c) applies, each
Warrant, effective at the close of business on the date such
reorganization, reclassification, consolidation, or merger shall
become effective, shall thereafter be exercisable for the kind and
number of shares of stock or other securities or property,
(including cash) receivable upon the consummation of such
reorganization, reclassification, consolidation or merger, by a
holder of the number of shares of Common Stock deliverable
(immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such
Warrant and otherwise shall have the same terms and conditions
applicable immediately prior to such time of such reorganization,
reclassification, consolidation or merger. The provisions of this
clause shall similarly apply to successive reorganizations,
reclassifications, consolidations, or mergers. The Corporation shall
not effect any such reorganization, reclassification, consolidation
or merger unless, (i) in the case of a merger or consolidation in
which the consideration receivable upon consummation of such merger
or consolidation by a holder of shares of Common Stock consists
solely of cash, either (x) simultaneously with the consummation
thereof, the Corporation shall pay to the Holder of the Warrant
Certificate evidencing such Warrants an amount in cash equal to (A)
the amount in cash that would be received upon such consummation by
a holder of the number of shares of Common Stock deliverable
(immediately prior to such consummation) upon exercise of such
Warrants less (B) the Exercise Price or (y) the Exercise Price for
any Warrant exceeds the amount in cash that would be so received or
(ii) in all other cases, prior to the consummation thereof, the
successor corporation (if other than the Corporation) resulting from
such reorganization, reclassification, consolidation, or merger
shall assume, by written instrument, the obligation to deliver to
the holders of this Warrant such shares of stock, securities or
property, including cash, which, in accordance with the foregoing
provisions, such holders shall be entitled to receive upon such
exercise.
(d) Exercise Price Adjustment. Whenever the number of Warrant
Shares into which a Warrant is exercisable is adjusted as provided
in Sections 8(a) and (b), the Exercise Price payable upon exercise
of the Warrant shall simultaneously be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction,
the numerator of which shall be the number of shares of Common Stock
into which such Warrant was exercisable immediately prior to such
adjustment, and the denominator of which shall be the number of
shares of Common Stock into which such Warrant was exercisable
immediately thereafter.
(e) Notice of Certain Events. Upon the occurrence of any event
resulting in an adjustment in the number of Warrant Shares (or other
stock or securities or property) receivable upon the exercise of the
Warrants or the Exercise Price, the Company shall promptly
thereafter (i) compute such adjustment in accordance with the terms
of the Warrants, (ii) prepare a certificate setting forth such
adjustment and showing in detail the facts upon which such
adjustment is based, and (iii) promptly mail copies of such
certificate to Warrantholder.
Section 4. RESERVATION OF SHARES.
The Company shall at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but
unissued share capital, the aggregate number of the Warrant Shares
deliverable upon the exercise of all outstanding Warrants, for the
purpose of enabling it to satisfy any obligation to issue the
Warrant Shares upon the due and punctual exercise of the Warrants,
through 5:00 p.m., New York City time, on the Warrant Expiration Date.
Section 5. NO IMPAIRMENT.
The Company shall not, by amendment of its organizational documents,
or through reorganization, consolidation, merger, dissolution,
issuance or sale of securities, sale of assets or any other
voluntary action, willfully avoid or seek to avoid the observance or
performance of any of the terms of the Warrants or this Agreement,
and shall at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be
necessary or appropriate in order to protect the rights of
Warrantholder under the Warrants and this Agreement against wrongful
impairment. Without limiting the generality of the foregoing, the
Company: (i) shall not set or increase the par value of any Warrant
Shares above the amount payable therefor upon exercise, and (ii)
shall take all actions that are necessary or appropriate in order
that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares upon the exercise of the Warrants.
Section 6. NO RIGHTS OR LIABILITIES AS SHAREHOLDER.
No holder, as such, of any Warrant Certificate shall be entitled to
vote, receive dividends or be deemed the holder of Shares which may
at any time be issuable on the exercise of the Warrants represented
thereby for any purpose whatever, nor shall anything contained
herein or in any Warrant Certificate be construed to confer upon the
holder of any Warrant Certificate, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of Shares,
reclassification of Shares, change of par value or change of Shares
to no par value, consolidation, merger, conveyance or otherwise), or
to receive notice of meetings or other actions affecting
stockholders or to receive dividend or subscription rights, or
otherwise, until such Warrant Certificate shall have been exercised
in accordance with the provisions hereof and the receipt and
collection of the Exercise Price and any other amounts payable upon
such exercise by the Company. No provision hereof, in the absence
of affirmative action by Warrantholder to purchase Warrant Shares
shall give rise to any liability of such holder for the Exercise
Price or as a shareholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.
Section 7. FRACTIONAL INTERESTS.
Notwithstanding the provisions of the Articles of Association of the
Company, the Company shall not be required to issue fractional
shares of Warrant Shares upon exercise of the Warrants or to
distribute certificates that evidence fractional shares of Warrant
Shares. If any fraction of a Warrant Share would, except for the
provisions of this Section 12, be issuable on the exercise of a
Warrant, the number of Warrant Shares to be issued by the Company
shall be rounded to the nearest whole number, with one-half or
greater being rounded up, and less than one-half being rounded down.
Section 8. DEFINITIONS.
Unless the context otherwise requires, the terms defined in this
Section 13, whenever used in this Agreement shall have the
respective meanings hereinafter specified and words in the singular
or in the plural shall each include the singular and the plural and
the use of any gender shall include all genders.
"Affiliate" shall mean, with respect to any Person, any officer or
director of such Person, or any other Person directly or indirectly
controlling, controlled by, or under common control with such
Person. For purposes of this definition, "control" means the power
to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled"
have meanings correlative to the foregoing.
"Business Day" shall mean any day other than a Saturday or a Sunday
or any day on which banks located in New York, New York are
authorized or obligated to close.
"Common Stock" means the common stock, par value $0.001 per share,
of the Company.
"Current Market Value" per share of Common Stock or any other
security on any date of determination (a) the average of the daily
closing sale prices for each of 15 trading days immediately
preceding such date (or such shorter number of days during which
such security has been listed or traded), if the security has been
listed on the New York Stock Exchange, the American Stock Exchange
or other national securities exchange or the NASDAQ National Market
for at least 10 trading days prior to such date, (b) if such
security is not so listed or traded, the average of the daily
closing bid prices for each of the 15 trading days immediately
preceding such date (or such shorter number of days during which
such security had been quoted), if the security has been quoted on a
national over-the-counter market for at least 10 trading days, and
(c) otherwise, the value of the security most recently determined as
of a date within the six months preceding such day by the Board of
Directors of the Company in good faith.
"Person" shall mean any corporation, association, partnership, joint
venture, trust, organization, business, individual, government or
political subdivision thereof or governmental body.
Section 9. SUCCESSORS AND ASSIGNS.
Except as otherwise provided in this Agreement, the terms and
conditions of this Agreement shall inure to the benefit of and be
binding upon the respective permitted successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
Section 10. AMENDMENTS AND WAIVERS.
This Agreement may be supplemented or amended only by a subsequent
writing signed by each of the parties hereto (or their successors or
permitted assigns), and any provision hereof may be waived only by a
written instrument signed by the party charged therewith.
Section 11. NOTICES.
Unless otherwise provided, any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent
by telegram or fax, or forty-eight (48) hours after being deposited
in the United States mail as certified or registered mail with
postage prepaid, and addressed to the party to be notified at such
party's address as set forth as set forth in the Subscription
Agreement or as subsequently modified by written notice.
Section 12. SEVERABILITY.
If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be
automatically reformed so as to be enforceable while as nearly as
possible preserving the original intent of the parties.
Section 13. TERMINATION.
This Agreement (other than Section 7(b) and Sections 14 through 23,
inclusive, and all related definitions, all of which shall survive
such termination) shall terminate on the earlier of (i) the Warrant
Expiration Date and (ii) the date on which all Warrants have been
exercised.
Section 14. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES.
Section 15. JURISDICTION AND VENUE.
ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL
BE BROUGHT IN THE COURTS OF NEW YORK COUNTY IN THE STATE OF NEW YORK
OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK. THE PARTIESHEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF
THOSE COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING.
THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT ANY OF THEM MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING RISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT
OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF BROUGHT IN
ANY OF THE ABOVE DESCRIBED COURTS AND HEREBY FURTHER IRREVOCABLY
WAIVE ANY CLAIM THAT ANY SUIT, ACTION OR PROCEEDING BROUGHT IN NEW
YORK COUNTY, NEW YORK, HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE PARTIES, FURTHER, CONSENT TO SERVICE OF PROCESS IN ANY SUCH
ACTION OR LEGAL PROCEEDING BY MEANS OF REGISTERED MAIL OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, IN CARE OF THE ADDRESS SET FORTH
HEREIN OR SUCH OTHER ADDRESS AS EITHER PARTY MAY FURNISH IN WRITING
TO THE OTHER, PROVIDED PROCESS IS ACTUALLY RECEIVED.
Section 16. ENTIRE AGREEMENT.
This Agreement and the other documents, instruments and agreements
executed in connection herewith constitute the entire agreement by,
between and among the parties as to the subject matter hereof and
merges and supersedes any prior discussions, understandings and
agreements of any and every nature by, between and among them as to
the subject matter hereof.
Section 17. ADDITIONAL PARTIES.
The parties hereto agree that subsequent Persons who purchase Units
by executing a Subscription Agreement shall, upon execution of a
counterpart signature page hereto, be added as a party to this
Agreement and have all rights and privileges of the "Investors" and
be subject and bound by all the terms and conditions hereof as if
such subsequent party was one of the Investors on the date hereof.
Section 18. SECTIONS AND HEADINGS.
The sections and headings used in this Agreement are used for
convenience only and are not to be considered in construing or
interpreting this Agreement.
Section 19. COUNTERPARTS.
This Agreement may be executed in counterparts and each such
counterpart shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Warrant Agreement as of the date first written above.
VISUAL BIBLE INTERNATIONAL, INC.,
By:
Title:
WARRANTHOLDER:
___________________________________
Name of Warrantholder
By:
Title:
EXHIBIT A
NEITHER THIS SECURITY NOR THE COMMON STOCK OF THE COMPANY ISSUABLE
UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY, SUCH COMMON
STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FORM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED
IN ACCORDANCE WITH, A WARRANT AGREEMENT, DATED AS OF DECEMBER 23,
2002, BETWEEN VISUAL BIBLE INTERNATIONAL, INC. AND THE
WARRANTHOLDERS SIGNATORY THERETO OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON
WRITTEN REQUEST TO VISUAL BIBLE INTERNATIONAL, INC.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE "RESALE DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURIITES ARE ELIGILBE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR SALE
IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.
NO. _______ WARRANTS
FORM OF
Warrant Certificate
VISUAL BIBLE INTERNATIONAL, INC.
This Warrant Certificate certifies that _____________, a
____________________, or its registered assigns, is the registered
holder of ________ Warrants (the "Warrantholder") to purchase shares
of Common Stock (the "Warrant Shares"), par value $.01 per share, of
Visual Bible International, Inc. (the "Company"). Each Warrant
entitles the holder, subject to the satisfaction of the conditions
to exercise set forth in Section 7 of the Warrant Agreement referred
to below, to purchase from the Company at any time or from time to
time on or prior to 5:00 p.m., New York City time, on
___________________________ (the "Warrant Expiration Date") one
fully paid and nonassessable Warrant Share at the Exercise Price set
forth in the Warrant Agreement. The number of Warrant Shares for
which each Warrant is exercisable and the Exercise Price are subject
to adjustment as provided in the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants to purchase Warrant Shares and are
issued pursuant to a Warrant Agreement, dated as of December 23,
2002 (the "Warrant Agreement"), between the Company and
Warrantholders signatory thereto, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and
is hereby referred to for a description of the rights, limitation of
rights, obligations, duties and immunities thereunder of the Company
and Warrantholder.
Warrantholder may exercise Warrants by surrendering this Warrant
Certificate, with the Election to Purchase attached hereto properly
completed and executed, together with payment of the aggregate
Exercise Price, at the offices of the Company specified in Section
14 of the Warrant Agreement. If upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than
the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or its assignee a new Warrant Certificate
evidencing the number of Warrants not exercised.
This Warrant Certificate, when surrendered at the offices of the
Company specified in Section 14 of the Warrant Agreement, by the
registered holder thereof in person, by legal representative or by
attorney duly authorized in writing, may be exchanged, in the manner
and subject to the limitations provided in the Warrant Agreement,
for one or more other Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
Warrantholder may transfer the Warrants evidenced by this Warrant
Certificate, in whole or in part, only in accordance with Sections 5
of the Warrant Agreement.
The Company may deem and treat the registered holder hereof as the
absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for
the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary.
WITNESS the signatures of the duly authorized directors or officers
of the Company.
Dated: ___________ ___, _____ VISUAL BIBLE
INTERNATIONAL, INC.
By:
Name:
Title:
By:
Name:
Title:
FORM OF
Election to Purchase
The undersigned hereby irrevocably elects to exercise _________ of
the Warrants evidenced by the attached Warrant Certificate to
purchase Warrant Shares, and herewith tenders (or is concurrently
tendering) payment for such Warrant Shares in an amount determined
in accordance with the terms of the Warrant Agreement. The
undersigned requests that a certificate representing such Warrant
Shares be registered in the name of , whose address is
and that such certificate be
delivered to , whose address is
.. If said number of Warrants is less than the number of Warrants
evidenced by the Warrant Certificate, the undersigned requests that
a new Warrant Certificate evidencing the number of Warrants
evidenced by this Warrant Certificate that are not being exercised
be registered in the name of , whose address is
and that such Warrant Certificate be
delivered to , whose address is .
Dated: ,
Name of holder of Warrant Certificate:
(Please Print)
Address: . . . . . . . . . .
Federal Tax ID No.: . . . . (if applicable)
Signature: . . . . . . . .
Note: The above signature must correspond
with the name as written in the first sentence
of the attached Warrant Certificate in every
particular, without alteration or enlargement
or any change whatever, and if the certificate
evidencing the Warrant Shares or any Warrant
Certificate representing Warrants not exercised
is to be registered in a name other than that
in which this Warrant Certificate is
registered, the signature above must be
guaranteed.
Signature Guaranteed: _________________________
Dated: ,
FORM OF
Assignment
For value received, ________________ hereby sells, assigns and
transfers unto _______________, _____________ of the Warrants
evidenced by the attached Warrant Certificate, together with all
right, title and interest therein, and does hereby constitute and
appoint ___________________ as its due and lawful attorney, to
register the transfer of said Warrants on the books of Visual Bible
International, Inc., and to execute a new Warrant Certificate in the
name of _________________________ whose address is
____________________________ evidencing the number of Warrants so
sold, assigned and transferred hereby. If the number of Warrants
sold, assigned or transferred hereunder is less than the number of
Warrants evidenced by the attached Warrant Certificate, then the
undersigned requests that a new Warrant Certificate for an amount of
Warrants equal to the number of Warrants evidenced by the attached
Warrant Certificate that were not sold, transferred or assigned be
registered in the name of the undersigned.
Signed and
delivered as a deed on:
,
Name of holder of Warrant Certificate:
(Please Print)
Address: . . . . . . . . . . .
.
.
. .
. .
.
Federal
Tax
ID
No.:
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
.
(if
applicable)
Signature:
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
.
Note:
The
above
signature
must
correspond
with
the
name
as
written
in
the
first
sentence
of
the
attached
Warrant
Certificate
in
every
particular,
without
alteration
or
enlargement
or
any
change
whatever,
and
such
signature
must
be
guaranteed.
Signature Guaranteed:
_________________________
Dated: ,
