EXHIBIT 4.4
THIS WARRANT IS NOT TRANSFERABLE AND WILL BE VOID AND OF NO VALUE UNLESS
EXERCISED WITHIN THE LIMITS HEREIN PROVIDED
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION
PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT THE PROPOSED TRANSACTION
WILL NOT VIOLATE FEDERAL OR STATE SECURITIES LAWS.
SYMPLEX
COMMUNICATIONS CORPORATION
(Incorporated Under the Laws of the State of Delaware)
WARRANT FOR THE PURCHASE OF 233,333 COMMON SHARES
THIS IS TO CERTIFY THAT, for value received, Opus Capitol, LLP (the "Holder") is
entitled to subscribe for and purchase 233,333 fully paid and non-assessable
shares of Common Stock (the "Shares") in the capital of Symplex Communications
Corporation (the "Corporation"):
(i) at a purchase price of US$1.00 per Share (the "First Exercise Price") if
exercised at any time up to 4:30 P.M. Vancouver time on February 11, 1999
and, thereafter,
(ii) at a purchase price of US$1.15 per Share (the "Second Exercise Price") if
exercised at any time up to 4:30 P.M. Vancouver time on February 11, 2000,
whereupon this Warrant will expire (the "Date of Expiry") and be of no further
force and effect, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.
The rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in part (but not as to a fractional Share), by surrender of this
Warrant at the office of the Corporation's Transfer Agent, Pacific Corporate
Trust Company, 830 - 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
during its normal business hours, together with the subscription form attached
hereto completed and signed by the Holder and a certified cheque payable to or
to the order of the Corporation in payment of the First Exercise Price or Second
Exercise Price, as the case may be, for the number of Shares subscribed. Upon
the exercise of the rights represented by this Warrant and payment of the First
Exercise Price or Second Exercise Price, as the case may be, in accordance with
the terms hereof, the Shares for which the Holder has subscribed and purchased
shall be deemed to have been issued and the Holder shall be deemed to have
become the holder of record of such shares on the date of such exercise and
payment.
In the event of any exercise of the rights represented by this Warrant,
certificates for the Shares so purchased shall be delivered to the Holder hereof
within a reasonable time, not exceeding ten days after the rights represented by
this Warrant have been duly exercised and, unless this Warrant has expired, a
new Warrant representing the number of Shares, if any, with respect to which
this Warrant shall not then have been exercised shall also be issued to the
Holder hereof within such time.
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Upon receipt of evidence satisfactory to the Corporation of the loss, theft,
destruction or mutilation of this Warrant and, if requested by the Corporation,
upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the
case of mutilation, upon surrender of this Warrant), the Corporation will issue
to the Agent a replacement Warrant containing the same terms and conditions as
this Warrant.
The Corporation covenants and agrees that the Shares which may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be
fully paid and non-assessable and free of all liens, charges and encumbrances.
The Corporation further covenants and agrees that during the period within which
the rights represented by this Warrant may be exercised, the Corporation will at
all times have authorized and reserved, a sufficient number of common shares to
provide for the exercise of the rights represented by this Warrant.
THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS WARRANT
1. Upon the occurrence of one or more events involving the capital
reorganization, reclassification, subdivision or consolidation of the
capital stock of the Corporation, or of the merger, amalgamation or other
corporate combination of the Corporation with one or more other entities,
or of any other events in which new securities of any nature are delivered
in exchange for the issued Shares and such issued Shares are cancelled
(which events are collectively referred to herein as "Fundamental
Changes"), then at the time of any exercise of the Warrants taking place
after such Fundamental Changes, and in lieu of issuing the Shares which,
but for such Fundamental Changes and this provision, would have been issued
upon such exercise, the Corporation or its successor shall issue instead
such number of new securities as would have been delivered as a result of
the Fundamental Changes in exchange for those Shares which the holder would
have been entitled to receive upon such exercise if such exercise had
occurred prior to the occurrence of the Fundamental Changes. The
Corporation shall not effect any Fundamental Changes which result in the
succession of the Corporation unless prior to or simultaneously with the
consummation thereof the entity succeeding the Corporation acknowledges in
writing that it is bound by and will comply with this provision. The
Company shall notify the Holder of any Fundamental Change by giving written
notice of the proposed Fundamental Change to the Holder at least 10 days
prior to the record date or effective date of such change. If any question
arises with respect to the adjustment provided in this paragraph 1, such
question shall be conclusively determined by the auditor for the Company.
2. In case at any time:
(a) the Corporation shall pay any dividend payable in stock upon its
common shares or make any distribution to the holders of its common
shares;
(b) the Corporation shall offer for subscription pro rata to the holders
of its common shares any additional shares of stock of any class or
other rights; or
(c) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Corporation;
then, and in any one or more of such cases, the Corporation shall give to
the Holder of this Warrant at least seven days' prior written notice of the
date on which the books of the Corporation shall close or a record shall be
taken for such dividend or distribution, or subscription rights, or
dissolution, liquidation or winding-up. Each such written notice shall be
given by first class mail, registered postage prepaid, addressed to the
Holder of this Warrant at the address of such Holder, as shown on the books
of the Corporation.
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3. This Warrant shall not entitle the Holder hereof to any rights as a
shareholder of the Corporation, including without limitation, voting
rights, except that the Company shall concurrently furnish to the Holder a
copy of all notices which are furnished to holders of the common shares.
4. This Warrant and all rights hereunder are not transferable.
5. This Warrant is exchangeable upon its surrender by the Holder at the office
of the Corporation's Transfer Agent at the address set out herein for new
Warrants of like tenor representing in the aggregate the right to subscribe
for and purchase the number of shares which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to
subscribe for and purchase such number of Shares as shall be designated by
the Holder at the time of such surrender.
6. Any notice or other communication required to be given by the Corporation
under this Warrant shall be delivered or telecopied to 0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx, 00000.
7. Time is of the essence hereof.
8. This Warrant shall be governed by and construed in accordance with the laws
of the Province of British Columbia, Canada.
SYMPLEX COMMUNICATIONS CORPORATION, intending to be contractually bound, has
caused this Warrant to be signed by its duly authorized officer, and this
Warrant to be dated ________________________, 1998.
SYMPLEX COMMUNICATIONS CORPORATION
c/s
By:_______________________________
Xxxx X. Xxxxx, President
SUBSCRIPTION FORM
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TO: PACIFIC CORPORATE TRUST COMPANY
000 - 000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Attention: Corporate Services Department
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____________________________, the holder of the within Non-Transferable Share
Purchase Warrant, subscribes for _______________ of the common shares referred
to in the said Non-Transferable Share Purchase Warrant according to the
conditions thereof, and herewith makes payment of the purchase price in full for
the said number of shares at the rate of US$_______ per share. A certified
cheque or bank draft in the amount of US$________________ is enclosed herewith
for such payment.
The undersigned hereby directs that the shares hereby subscribed for be issued
and delivered as follows:
NAME ADDRESS
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DATED at ____________________ this _____ day of ____________________, 19_____.
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(Signature of Holder)
