EXHIBIT 4.2
SUBSCRIPTION RIGHTS AGREEMENT
This Subscription Rights Agreement (the "Agreement"), made and entered
into as of this day of October 17, 2001, by and between WaveRider Communications
Inc., a Nevada corporation (the "Company"), and Corporate Stock Transfer, Inc.
(the "Subscription Agent"),
W I T N E S S E T H THAT:
WHEREAS, the Company has filed a Registration Statement on Form S-3
(Registration No. 333-70114) with the Securities and Exchange Commission (the
"Registration Statement") in connection with the proposed offering (the "Rights
Offering") of up to 14,000,000 Units, each consisting of one share of the
Company's common stock, $.001 par value per share (the "Common Stock"), and one
Redeemable Common Stock Purchase Warrant (the "Warrant"), for sale to holders of
non-transferable subscription rights (the "Rights"), which are to be issued to
holders of outstanding shares of the Company's Common Stock (the "Common
Stockholders");
WHEREAS, the Subscription Agent presently serves as transfer agent and
registrar of the Company's Common Stock and will also serve as transfer agent
and registrar for the Rights and the Warrants;
WHEREAS, the Company intends to issue to the Common Stockholders one
Right (the "Basic Subscription Right")for each share of Common Stock held of
record as of October 19, 2001 (the "Record Date"), and intends that the Rights
will be exercisable to purchase one unit (the "Unit") at a subscription price of
$.40 (U.S.) per Unit (the "Subscription Price"), that any Rights holder who
exercises all of their Basic Subscription Rights may subscribe for additional
Units pursuant to a limited Over-Subscription Right (as defined herein), and
that the Rights will be evidenced by non-transferable certificates (the "Rights
Certificates") in a form satisfactory to the Subscription Agent and the Company;
and
WHEREAS, the Company desires to employ the Subscription Agent to act as
a subscription agent in connection with the Rights Offering, including, but not
limited to, the issuance and delivery of the Rights Certificates, and the
Subscription Agent is willing to act in such capacity:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Rights and the Rights Certificates and the respective rights
and obligations thereunder of the Company, the holders of Rights Certificates
and the Rights Agent, the parties agree as follows:
Article I
APPOINTMENT OF SUBSCRIPTION AGENT
1.1 Appointment of Subscription Agent. The Company hereby appoints the
Subscription Agent to act as agent for the Company in accordance with the
instructions set forth in this Agreement, and the Subscription Agent hereby
accepts such appointment.
Article II
DELIVERY OF DOCUMENTS BY COMPANY
2.1 Delivery of Documents by Company. The Company will cause to be
timely delivered to the Subscription Agent sufficient copies of the following
documents for delivery to all intended recipients of the Rights (the "Rights
Offerees"):
(a) the Prospectus;
(b) blank Rights Certificates, including instructions for completion;
(c) a transmittal letter to Rights Offerees (the "Rights Letter");
(d) separate instructions for Rights Offerees who are nominees (the
"Nominee Instructions") and
(e) a notice of guaranteed delivery (the "Notice of Guaranteed Delivery").
2.2 Additional Documents to be Delivered by Company. The Company will
also deliver to the Subscription Agent:
(a) resolutions adopted by the Board of Directors of the Company in
connection with the Rights Offering, certified by the Secretary or
Assistant Secretary of the Company; and
(b) on or promptly following the Expiration Date (as defined below),
sufficient blank forms for the issuance of the Warrants.
Article III
DETERMINATION OF RIGHTS OFFEREES AND RIGHTS
3.1 Determination of Rights Offerees. On or about the Record Date, the
Subscription Agent shall create and maintain, from the stock ledger and register
it maintains in its capacities as transfer agent and registrar for the Common
Stock, a list of the names, addresses and taxpayer identification numbers of the
Rights Offerees and the number of Rights each such Rights Offeree is entitled to
receive in the Rights Offering (the "Rights Ledger"). With respect to the Common
Stock held of record by stock depositary trust companies, the Subscription Agent
and the Company shall timely solicit and obtain a list containing similar
information with respect to the broker/dealers or banks for whom such companies
hold such stock as nominee and merge such information with and into the Rights
Ledger. The Rights Offerees shall be established as of the close of business on
the Record Date.
3.2 Determination of Rights. Each Rights Offeree shall receive one
Right for each one share of Common Stock held of record as of the Record Date.
Fractional Rights will not be issued by the Company.
Article IV
MAILING OF SUBSCRIPTION DOCUMENTS BY SUBSCRIPTION AGENT
4.1 Mailing of Subscription Documents by Subscription Agent. Except as
provided in Section 4.2 below, upon the written advice of the Company, signed by
any of its duly authorized officers, after the date of effectiveness of the
Registration Statement, the Subscription Agent shall mail or cause to be mailed,
via first class mail, to each Rights Offeree a prospectus, Rights Certificate,
including instructions for completion, Rights Letter and Notice of Guaranteed
Delivery (the "Subscription Documents"). Prior to mailing, the Subscription
Agent, as transfer agent and registrar for the Rights, will cause to be issued
Rights Certificates in the names of the Rights Offerees and for the number of
Rights to which they are each entitled, as determined in accordance with Section
3 above. The Subscription Agent shall make reasonable efforts to identify which
of the Rights Offerees are likely to be nominee holders and to include the
Nominee Instructions with such mailing to such Rights Offerees. The Subscription
Agent shall either manually sign or affix a duly authorized facsimile signature
on all Rights Certificates. The signatures of the officers of the Company on the
Rights Certificates shall be facsimile signatures. Immediately after the Rights
Certificates are mailed, the Subscription Agent shall execute and deliver to the
Company a certificate in the form of Exhibit A hereto.
4.2 Foreign Stockholders. If requested by the Company, the Subscription
Agent shall airmail or courier the documents required by Section 4.1 to Rights
Offerees whose addresses are outside the United States or Canada and take other
reasonable action requested by the Company to cause the timely delivery of such
documents to such Rights Offerees.
Article V
SUBSCRIPTION PROCEDURE
5.1 Valid Exercise of Rights. For a valid exercise of Rights to occur,
the Subscription Agent must receive, by mail, hand delivery, and otherwise,
prior to 5:00 p.m., New York City time, on December 14, 2001 (the "Expiration
Date"), which time period may be extended for up to 30 days by the Company, the
Rights Certificate pertaining to such Rights, which has been properly completed
and endorsed for exercise, as provided in the instructions on the reverse side
of the Rights Certificate, and payment in full in U.S. dollars of the
Subscription Price for the number of Units subscribed by check, bank check,
money order or other negotiable instrument payable to the order of "Corporate
Stock Transfer, Inc., as Subscription Agent - WaveRider Communications Inc."
5.2 Guaranteed Signatures. If a Rights Offeree requests that the Rights
Certificate representing the Common Stock or Warrants to be issued in a name
other than the name of the Rights Offeree or such certificate is to be sent to
an address other than the address shown on such Rights Offeree's Rights
Certificate, the signatures on such Rights Certificate must be guaranteed by a
financial institution (including commercial banks, savings and loan associations
and brokerage houses) that is a member of a recognized signature guarantee or
medallion program within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each, an "Eligible Institution").
5.3 Depository Trust Company. In the case of Rights Offerees of Rights
that are held of record through the Depository Trust Company ("DTC"), exercises
of the Basic Subscription Right may be effected by instructing DTC to transfer
Rights from the DTC account of such Rights Offeree to the DTC account of the
Subscription Agent, together with payment of the Subscription Price for each
Unit subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Right, as applicable. Alternatively, a Rights Offeree may
exercise the Rights evidenced by the Rights Certificate by effecting compliance
with the procedures for guaranteed delivery set forth in Section 5.4 below.
5.4 Notice of Guaranteed Delivery. If a Rights Offeree wishes to
exercise Rights, but time will not permit such Rights Offeree to cause the
Rights Certificate evidencing such Rights to reach the Subscription Agent on or
prior to the Expiration Date, such Rights may nevertheless be exercised if all
of the following conditions are met (the "Guaranteed Delivery Procedures"): (a)
such Rights Offeree has caused payment in full of the Subscription Price for
each Unit being subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Right to be received by the Subscription Agent on or prior to
the Expiration Date; (b) the Subscription Agent receives, on or prior to the
Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"),
substantially in the form provided with the Subscription Documents, from an
Eligible Institution, stating the name of the Rights Offeree, the number of
Rights held by the Rights Certificate or Rights Certificates held by such Rights
Offeree, the number of Units being subscribed for pursuant to the Basic
Subscription Right and the number of Units, if any, being subscribed for
pursuant to the Over-Subscription Right, and guaranteeing the delivery to the
Subscription Agent of the Rights Certificate evidencing such Rights at or prior
to 5:00 p.m., New York City time, on the date three (3) business days following
the date of the Notice of Guaranteed Delivery; and (c) the properly completed
Rights Certificate(s) evidencing the Rights being exercised, with any required
signatures guaranteed, are received by the Subscription Agent, or such Rights
are transferred into the DTC account of the Subscription Agent, at or prior to
5:00 p.m., New York City time, on the date three (3) business days following the
date of the Notice of Guaranteed Delivery relating thereto. The Notice of
Guaranteed Delivery may be delivered to the Subscription Agent in the same
manner as Rights Certificates at the addresses set forth above, or may be
transmitted to the Subscription Agent by telegram or facsimile transmission
(facsimile: 303-282-5800).
5.5 Deemed Exercises. If a Rights Offeree has not indicated the number
of Rights being exercised, or if the Subscription Price payment forwarded by
such Rights Offeree to the Subscription Agent is not sufficient to purchase the
number of Units subscribed for, the Rights Offeree will be deemed to have
exercised the Basic Subscription Right with respect to the maximum number of
Rights which may be exercised for the Subscription Price delivered to the
Subscription Agent and, to the extent that the Subscription Price payment
delivered by such Rights Offeree exceeds the Subscription Price multiplied by
the maximum number of Rights which may be exercised (the "Subscription Excess"),
the Rights Offeree will have been deemed to have exercised its Over-Subscription
Right to purchase, except as provided in Section 8.2, that number of Units equal
to the quotient obtained by dividing the Subscription Excess by the Subscription
Price, up to the maximum number of Units purchasable by such Rights Offeree. The
Subscription Agent, as soon as practicable after the exercise of the Rights,
shall mail to such Rights Offerees any portion of the Subscription Excess not
applied to the purchase of Units pursuant to the Over-Subscription Right,
without interest or deduction.
Article VI
DELIVERY OF STOCK CERTIFICATES AND WARRANTS
6.1 Delivery of Stock Certificates and Warrants. As soon as practicable
after the Expiration Date, the Subscription Agent shall mail certificates
representing the Warrants and Common Stock subscribed for by the holders of the
Rights. The certificates shall be mailed via first class mail to the
subscribers' address as shown on the reverse side of the Rights Certificate or,
if none, then as listed on the Subscription Agent's register (except that the
Subscription Agent shall comply with any ancillary written delivery instructions
provided by any subscriber). The Subscription Agent shall maintain a mail loss
surety bond protecting the Company and the Subscription Agent from loss or
liability arising out of non-receipt or non-delivery of such certificates.
Article VII
FRACTIONAL UNITS AND SHARES
7.1 Fractional Units and Shares. No fractional Units will be issued by
the Company. A Rights Certificate may not be divided in such a manner as would
permit the holders to subscribe for a greater number of Units than the number
for which they would be entitled to subscribe under the original Rights
Certificate. Rights Offerees, such as banks, securities dealers and brokers, who
receive Rights as nominees for one or more beneficial owners shall be entitled
to exercise their Rights Certificates on behalf of the beneficial owners.
Article VIII
OVER-SUBSCRIPTION RIGHT
8.1 Prorating of Basic Subscription Right if Insufficient Units. If
there are insufficient Units to fill all Basic Subscription Rights, the Units
that are available will be allocated to our subscribing securityholders on a pro
rata basis in proportion to the total number of rights granted to each
securityholder.
8.2 Over-Subscription Right. If a Rights Offeree exercises his or her
Basic Subscription Right in full, the Rights Offeree may subscribe for
additional Units (the "Over-Subscription Right") at the Subscription Price. The
Subscription Agent shall determine the number of Units subscribed for pursuant
to the exercise of the Over-Subscription Right. If sufficient Units in excess of
all Units subscribed for pursuant to the regular exercise of Rights are
available to satisfy all exercised Over-Subscription Rights, the Subscription
Agent shall fill all such exercised Over-Subscription Rights as and to the same
extent as if pursuant to the regular exercise of Rights. To the extent, however,
that sufficient Units are not available to fill all such exercised
Over-Subscription Rights, the Units which are available will be allocated among
those electing to additionally subscribe on a pro rata basis in proportion to
the amount of each securityholder's Over-Subscription. Unsubscribed Rights as of
the Expiration Date may be subscribed for by those electing to exercise the
Over-Subscription Right. To exercise the Over-Subscription Right, the
appropriate block on the Over-Subscription form must be completed and payment in
full for additional Units must accompany the form and be submitted to the
Subscription Agent prior to the Expiration Date.
8.3 Refund. In the event any holder who exercises his Basic
Subscription Right or Over-Subscription Right does not receive the Units
subscribed therefor, the Subscription Agent shall refund the Subscription Price
paid for the Units not received, without interest, to such holder promptly after
the Expiration Date.
Article IX
DEFECTIVE EXERCISE OF RIGHTS; LOST RIGHTS CERTIFICATES
9.1 Defective Exercise of Rights. The Company shall have the right to
reject any defective exercise of Rights or to waive any defect in exercise. If
the Company advises the Subscription Agent that the Company rejects any
defective exercise of Rights (except a failure to pay the full Subscription
Price with respect to such exercise), at the Company's request the Subscription
Agent shall as soon as practicable either (i) telephone the holder of such
Rights (at the telephone number on the reverse side of the Rights Certificate)
to explain the nature of the defect if the defect and the necessary correction
can be adequately explained by telephone and the holder can correct the defect
without possession of the Rights Certificates, or (ii) mail the Rights
Certificate, together with a letter explaining the nature of the defect in
exercise and how to correct the defect. If an exercise is not defective except
that there is a partial payment of the Subscription Price, the Subscription
Agent shall issue only the number of Units for which sufficient payment has been
made and seek additional payment for the remaining number of Units for which the
exercise of the underlying Rights had been attempted. Any Rights Certificate
with respect to which defects in exercise are not corrected prior to 5:00 p.m.,
New York City time, on the Expiration Date, shall be returned with any
applicable tendered funds, without interest, to the holder of such Rights
Certificate.
9.2 Lost Rights Certificates. If any Rights Certificate is alleged to
have been lost, stolen or destroyed, the Subscription Agent should follow the
same procedures followed for lost stock certificates representing shares of
Common Stock of the Company that the Company and the Subscription Agent in its
capacity as transfer agent for the Common Stock use, provided that such
procedure must be completed prior to the Expiration Date in order to be
effective.
Article X
PROOF OF AUTHORITY TO SIGN
10.1 Proof of Authority to Sign. The Subscription Agent need not
procure supporting legal papers, and is authorized to dispense with proof of
authority to sign (including any proof of appointment or authority to sign of
any fiduciary, custodian for a minor, or other person acting in a representative
capacity), and to dispense with the signatures of co-fiduciaries, in connection
with exercise of the Rights in the following cases:
(a) where the Rights Certificate is registered in the name of an
executor, administrator, trustee, custodian for a minor or other fiduciary, and
the subscription form thereof is executed by such executor, administrator,
trustee, custodian for a minor or other fiduciary, and the shares of Common
Stock and Warrants comprising the Units subscribed for are to be issued in the
name of the registered holder of the Rights Certificate, as appropriate;
(b) where the Rights Certificate is in the name of a corporation and
the subscription form thereof is executed by an officer of such corporation and
the shares of Common Stock and Warrants comprising the Units subscribed for are
to be issued in the name of such corporation;
(c) where the Rights Certificate is executed by a bank or broker as
agent for the registered holder of the Rights Certificate; provided that, the
shares of Common Stock and Warrants subscribed for are to be issued in the name
of the registered holder of the Rights Certificate; and
(d) where the Rights Certificate is registered in the name of a
decedent and the subscription form thereof is executed by a subscriber who
purports to act as the executor or administrator of the estate, provided (i) the
subscription is for not more than $1,000, and (ii) the Units subscribed for are
to be registered in the name of the subscriber as executor or administrator of
such estate of the deceased registered holder. In all of the cases set forth in
this Section 10 and notwithstanding anything contained in this Agreement to the
contrary, the check tendered in payment of the applicable subscription must be
drawn for the proper amount, to the order of the Subscription Agent and
otherwise be in proper form, and there must be no evidence indicating that the
subscriber is not the duly authorized representative he purports to be. In cases
other than those set forth above, the Subscription Agent should procure the
necessary legal documents. However, in the event that all legal requirements for
proper exercise of the Rights have not been met at the Expiration Date, the
Subscription Agent may accept approval from the Company as to whether such
Rights Certificates may be accepted and the Units subscribed for thereunder
issued.
Article XI
ESCROW OF FUNDS
11.1 Escrow of Funds. Any funds received by the Subscription Agent as
payments in connection with subscriptions for Units pursuant to the Rights
Offering shall be deposited in an escrow account with Key Bank National
Association ("Key Bank") to be held in trust and escrow by Key Bank (and shall
be invested in a non-interest-bearing bank account or other investment
acceptable to the Company) pending receipt of written disbursement instructions
from the Company, at which time the funds shall be disbursed in accordance with
such written instructions from the Company. The Subscription Agent is hereby
authorized and directed to endorse, negotiate and deposit all subscription
payments into the Key Bank escrow account to be maintained by Key Bank. All
interest on any funds received by the Subscription Agent or Key Bank shall inure
to the benefit of and belong to the Company, including interest on any funds
returned by the Key Bank to subscribers. All interest shall be disbursed or
invested in accordance with written instructions from the Company. The
Subscription Agent shall account on a weekly basis to the Company for all
escrowed funds and on a more frequent basis, if requested by the Company.
Article XII
REPORTS
12.1 Reports. If requested by the Company, the Subscription Agent shall
notify Mr. T. Xxxxx Xxxxxxxxxxx at the Company (416-502-3200) or his designee,
and Gruntal & Co., L.L.C. at (000-000-0000) by telephone on or before 4:00
p.m., New York City time, on each business day during the period commencing with
mailing of the Rights Certificates and ending at the Expiration Date (and in the
case of guaranteed delivering, ending three (3) business days after the
Expiration Date), which notice shall thereafter be confirmed in writing, of (i)
the number of Units validly subscribed for, (ii) the number of Units subject to
guaranteed delivery, (iii) the number of Units for which defective subscriptions
have been received and the nature of such defects, (iv) the number of Units
validly subscribed for pursuant to the Over-Subscription Right, and (v) the
amounts of collected and uncollected funds in the subscription escrow account
established under this Agreement. At or before 5:00 p.m., New York City time, on
the first business day following the Expiration Date, or upon the request from
the Company from time to time thereafter, the Subscription Agent shall certify
in writing to the Company the cumulative totals through the Expiration Date of
all the information set forth in clauses (i) through (v) above. At or before
5:00 p.m., New York City time, on the first business day following receipt from
the Company of written instructions to mail the Units subscribed for pursuant to
the Rights, the Subscription Agent will execute and deliver to the Company a
certificate in the form of Exhibit B hereto. The Subscription Agent shall also
maintain and update a listing of holders who have fully or partially exercised
their Rights and holders who have not exercised their Rights. The Subscription
Agent shall provide the Company or their designees with such information
compiled by the Subscription Agent pursuant to this Section 12 as any of them
shall request from time to time by telephone or telecopy. The Subscription Agent
hereby represents, warrants and agrees that the information contained in each
notification referred to in this Section 12 shall be accurate in all material
respects.
Article XIII
FUTURE INSTRUCTIONS
13.1 Future Instructions. With respect to notices or instructions to be
provided by the Company hereunder, the Subscription Agent may rely and act on
any written instruction signed by any one or more of the following authorized
officers or employees of the Company: D. Xxxxx Xxxxxxxx or T. Xxxxx Xxxxxxxxxxx.
Article XIV
PAYMENT OF EXPENSES
14.1 Payment of Expenses. The Company will pay the Subscription Agent
for its services under this Agreement in accordance with the fees listed on
Schedule I attached hereto, and will reimburse the Subscription Agent for all
reasonable and necessary expenses incurred by it in so acting.
Article XV
COUNSEL
15.1 Counsel. The Subscription Agent may consult with counsel
satisfactory to it, which may be counsel to the Company, and the written advice
or opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by the
Subscription Agent hereunder in good faith and in accordance with such advice or
opinion of such counsel.
Article XVI
INDEMNIFICATION
16.1 Indemnification. The Company covenants and agrees to indemnify and
hold the Subscription Agent harmless against any costs, expenses (including
reasonable fees for legal counsel), losses or damages, which may be paid,
incurred or suffered by or to which the Subscription Agent may become subject,
arising from or out of, directly or indirectly, any claim or liability resulting
from its actions pursuant to this Agreement and for which the Subscription Agent
is not otherwise reimbursed under the mail loss surety bond; provided that such
covenant and agreement does not extend to such costs, expenses, losses and
damages incurred or suffered by the Subscription Agent as a result of, or
arising out of, any negligence, misconduct or bad faith of the Subscription
Agent or of any employees, agents or independent contractors used by the
Subscription Agent in connection with performance of its duties hereunder.
Article XVII
Miscellaneous
17.1 Notices. Unless otherwise provided herein, all reports, notices
and other communications required or permitted to be given hereunder shall be in
writing and delivered by hand or telecopy or by first class mail, postage
prepaid, as follows:
(a) If to the Company, to:
WaveRider Communications Inc.
000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0
Attention: T. Xxxxx Xxxxxxxxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxx Xxxxxxxx, Esq.
Xxxxx Xxxx & Xxxxx, LLP
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
(b) If to the Subscription Agent, to:
Corporate Stock Transfer, Inc.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxx
Facsimile: (000) 000-0000
17.2 Amendments and Waivers. This Agreement may not be amended or
modified except by a written instrument or document which has been executed by
all of the parties hereto. Any party hereto may waive any of its rights arising
under this Agreement only by a written instrument or document executed by such
party, and any such waiver shall not be construed as a waiver of any subsequent,
or other, right of such party.
17.3 Invalidity. If one or more of the terms of this Agreement shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the remaining terms
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable term or terms had never been contained herein.
17.4 Binding Effect and Assignments. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns; provided, however, that,
without the prior written consent of the Company, the Subscription Agent may not
assign any of its interests, rights or obligations arising out of this
Agreement.
17.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the date first written above.
WAVERIDER COMMUNICATIONS INC.
By: /s/ T. Xxxxx Xxxxxxxxxxx
------------------------
Name: T. Xxxxx Xxxxxxxxxxx
Title: Chief Financial Officer
CORPORATE STOCK TRANSFER, INC.
By: /s/ Xxxxxxx Xxxx
---------------
Name: Xxxxxxx Xxxx
Title: President
SCHEDULE I
SUBSCRIPTION AGENT AGREEMENT
FEES AS SUBSCRIPTION AGENT:
Approximately $10,000
EXHIBIT A
CERTIFICATE OF SUBSCRIPTION AGENT FOR RIGHTS TO SUBSCRIBE FOR
UNITS OF WAVERIDER COMMUNICATIONS INC.
The Corporate Stock Transfer, Inc. (the "Agent") does hereby certify that:
1. The Agent has been duly appointed and authorized to act as Subscription
Agent in connection with the issuance of rights (the "Rights") to subscribe for
the purchase of Units, each Unit consisting of one share of Common Stock and one
Warrant of WaveRider Communications Inc., a Nevada corporation (the "Company"),
pursuant to the Company's Prospectus, dated November 2, 2001.
2. As of the close of business on October 19, 2001, there were issued and
outstanding 66,791,271 shares of the Company's Common Stock, $.001 par value per
share.
3. As such Subscription Agent, the Agent has as of this date issued,
countersigned and mailed Rights Certificates evidencing the right to purchase
______ Units, together with accompanying Prospectus and other materials, in
accordance with the obligations of the Agent set forth in the Subscription
Rights Agreement, dated October 17, 2001, between the Company and the Agent.
4. ___ Said certificates contain facsimile signatures of officers of the Company
and were countersigned on behalf of the Agent, as Subscription Agent, by
authorized officers of the Agent who were at the time of affixing their
signatures and still are duly authorized to countersign such certificates.
Dated: ____________________, 2001.
CORPORATE STOCK TRANSFER, INC.
By:________________________________
Name:______________________________
Title:_____________________________
EXHIBIT B
CERTIFICATE OF SUBSCRIPTION AGENT FOR RIGHTS TO SUBSCRIBE FOR
UNITS OF WAVERIDER COMMUNICATIONS INC.
The Corporate Stock Transfer, Inc. (the "Agent") does hereby certify that:
1. The Agent is the duly appointed and authorized Transfer Agent and Registrar
for WaveRider Communications Inc., a Nevada corporation (the "Company"), with
respect to the Company's Common Stock and Warrants.
2. As such Transfer Agent and Registrar, it has as of this date issued and
countersigned certificates for _________ shares of Common Stock and certificates
for _____ Warrants as an original issue pursuant to the written order of the
Company, in accordance with the obligations of the Agent set forth in the
Subscription Rights Agreement (the "Agreement"), dated October 17, 2001, between
the Company and the Agent.
3. Said certificates contain facsimile signatures of officers of the Company
and were countersigned or authenticated, as the case may be, on behalf of the
Agent, as Transfer Agent and Registrar, by authorized officers of the Agent who
were at the time of affixing their signatures and still are duly authorized to
countersign or authenticate such certificates.
4. In its role as Subscription Agent pursuant to the Agreement, the Agent
has mailed to the parties entitled thereto, in accordance with the Agreement,
the shares of Common Stock and the Warrants described in Section 2 above of this
Certificate.
Dated:__________, 2001.
CORPORATE STOCK TRANSFER, INC.
By:________________________________
Name:______________________________
Title:_____________________________
