Exhibit 4.5
THIS WARRANT IS NOT TRANSFERABLE AND WILL BE VOID AND OF NO VALUE UNLESS
EXERCISED WITHIN THE LIMITS HEREIN PROVIDED.
THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO A
HOLD PERIOD AND MAY NOT BE ASSIGNED, DEALT IN, PLEDGED, SOLD, TRADED OR
TRANSFERRED UNTIL MAY 18, 1999 WITHOUT THE APPROVAL OF THE VANCOUVER STOCK
EXCHANGE.
SYMPLEX COMMUNICATIONS CORPORATION 1998 WARRANT #1
Warrant To Purchase Common Stock
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This warrant ("Warrant") is issued by SYMPLEX COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company") to ______ ("Holder") whose address
___________ .
This certifies that, for value received, Holder, is entitled to purchase
from the Company, subject to the provisions of this Warrant, three hundred fifty
thousand (350,000) shares (the "Shares") of the voting, no par, common stock of
the Company (the "Common Stock").
1. EXERCISE PRICE. The exercise price (the "Exercise Price") shall be
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$.20 per share until the first anniversary of the date of issuance of this
Warrant, when the Exercise Price shall be $.23 per share, appropriately adjusted
for any stock splits, stock dividends or other recapitalization transactions.
2. EXERCISE OF WARRANT. Subject to the provisions hereof, this Warrant
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may be exercised, in whole or in part, at any time on or after the date hereof
and on or before May 18, 2000, by presentation and surrender hereof by the
Holder to the Company at the Company's principal office, along with the Notice
of Exercise Form, attached hereto as Exhibit A, duly executed and accompanied by
payment (by check or wire transfer) to the Company of the Exercise Price (or
applicable portion thereof) for the number of shares of the Common Stock
specified in such form. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase such additional number of shares of the Common Stock that, when
combined with all shares of the Common Stock previously issued upon any exercise
of this Warrant in part, will equal the number of shares created under this
Warrant.
3. STOCK FULLY PAID; RESERVATION OF SHARES. All shares of the Common
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Stock which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issuance thereof. The Company
hereby agrees that there shall be reserved for issuance upon exercise of this
Warrant such number of shares of the Common Stock which will from time to time
be issuable upon the exercise of this Warrant.
4. PRESERVATION OF RIGHTS OF HOLDER. The Company agrees (a) that it will
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not, by amendment of the Articles of Incorporation or by-laws of the Company, or
through reorganization, consolidation, merger, dissolution or sale of assets, or
by any other voluntary act, avoid or seek to avoid the observance or performance
of any of the covenants, stipulations or conditions to be observed or performed
hereunder by the Company and (b) to promptly take all action as may from time to
time be required in order to permit the Holder to exercise this Warrant and the
Company to duly and effectively issue the Shares upon the exercise hereof.
5. RIGHTS OF STOCKHOLDERS. The Holder of this Warrant shall not be
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entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose solely by reason of the ownership of this
Warrant, nor shall anything contained herein be construed to confer upon the
Holder, as the holder of this Warrant, any of the rights of a stockholder of the
Company or any right to vote fore the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise), or
to receive dividends of subscription rights or otherwise until this Warrant
shall have been exercised and the Shares issuable upon the exercise hereof shall
have become deliverable, as provided herein.
6. MAINTENANCE OF OFFICE. The Company will maintain an office where this
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Warrant may be presented or surrendered any where notices and demands to or upon
the Company in respect of this Warrant may be served.
7. REPORTS. So long as this Warrant remains outstanding, the Company
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shall deliver to the Holder copies of all financial statements and other
documents and reports delivered to the stockholders of the Company promptly upon
their becoming available.
8. NOTICES. Notices under this Warrant to the Company and to Holder,
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shall be provided to the following addresses:
(a) If to the Company at:
Symplex Communications Corporation
00 Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attention:
(b) If to Holder, at the address set forth on the face of this Warrant.
9. GOVERNING LAW. This Warrant shall be governed by, and interpreted in
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accordance with, the laws of the State of Michigan.
10. SPLIT, SUBDIVISION OR A COMBINATION OF SHARES. If the Company, at any
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time while this Warrant, or any portion thereof, remains outstanding and
unexpired, shall split, subdivide or combine the Shares into a different number
of Shares, the number of Shares to which purchase rights under this Warrant
shall likewise be split, subdivided or combined and the Exercise Price for such
Shares shall be
proportionally decreased in the case of a split or subdivision or proportionally
increased in the case of a combination.
11. PIGGYBACK REGISTRATION RIGHTS. Each time the Company shall propose
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the registration under the Securities Act of 1933 (the "Act") of its common
stock, the Company shall give written notice of such proposed registration to
the Holder. The Company shall include in any such registration all of the share
of common stock held by the Holder as a result of the exercise of this Warrant
("Registrable Shares") if Holder, within thirty (30) days after mailing of such
notice, shall request inclusion. The foregoing notwithstanding, if the
underwriter for the Company determines that marketing factors require a
limitation in the number of shares of common stock to be underwritten, the
underwriter may exclude, in whole or in part, the Registrable Shares requested
to be registered. The Company shall so advise the Holder of any such cutback.
All registration expenses incurred in connection with any registration,
qualification or compliance pursuant to this Section, including all expenses
incurred in connection with the preparation and filing of any registration or
qualification statement, all registration, qualification or other filing fees,
printing costs, escrow fees, fees and disbursement of Company's counsel, loose
guide fees and audit and accounting expenses incidental to such registration,
qualification or compliance shall be borne by the Company. All underwriting
discounts or selling commissions relating to the Registrable Shares registered
by the Holder shall be borne by the Holder.
THIS WARRANT IS NOT TRANSFERRABLE AND HAS BEEN EXECUTED AND DELIVERED
PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4 (2) OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND RULES AND REGULATIONS PROMULGATED THEREUNDER AND EXEMPTIONS FROM
REGISTRATION PROVIDED UNDER STATE LAWS. THE HOLDER OF THE WARRANT MAY NOT SELL,
ASSIGN, DONATE OR TRANSFER TO ANY PERSON ANY COMMON SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT UNLESS THE HOLDER FIRST OBTAINS AN OPINION LETTER FROM
LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER WILL NOT
VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, OR ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THIS
WARRANT HAS BEEN REGISTERED IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS
AMENDED, ANY APPLICABLE STATE SECURITIES LAWS.
IN WITNESS WHEREOF, this Warrant has been duly executed and delivered as of
this 19th day of May, 1998.
SYMPLEX COMMUNICATIONS CORPORATION
By:_______________________________________________
Its:______________________________________________
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EXHIBIT A
NOTICE OF EXERCISE
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Symplex Communications Corporation
00 Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attention:
1. The undersigned hereby elects to purchase __________ shares of Common
Stock of SYMPLEX COMMUNICATIONS CORPORATION pursuant to the terms of the
attached Warrant, and tenders herewith payment of the Exercise Price with
respect to said shares, together with all applicable transfer taxes, if any.
2. Please issue a stock certificate or certificates representing said
shares in the name of the undersigned or in such other names as is specified
below (and, in the event the attached Warrant is being exercised in part, issue
a new Warrant in the name of the undersigned evidencing the right to purchase
the remaining shares):
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(Name)
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(Address)
3. The undersigned hereby represents as follows:
(a) Experience. He or she is experienced in evaluating and investing
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in companies such as the Company and has the financial resources to bear
the economic risks associated with its investment.
(b) Investment. He or she is acquiring the Shares for investment for
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his or her own account, not as a nominee or agent, and not with a view to,
or for resale in connection with, any distribution thereof. The
undersigned understands that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under any
state or provincial laws by reason of specific exemptions therefrom which
depend upon, among other things, the bona fide nature of the investment
intent and the accordance of such Holder's representations as expressed
herein.
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(c) Rule 144. The undersigned acknowledges that the Shares must be
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held indefinitely unless subsequently registered under the Securities Act
or applicable state or provincial laws or an exemption from such
registration is available. The undersigned is aware of the provisions of
Rule 144 promulgated under the Securities Act which permits limited resale
of securities purchased in a private placement subject to the satisfaction
of certain conditions.
(d) No Public Market. The undersigned understands that no public
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market now exists for any of the securities issued by the Company and that
a public market may not exist in the future.
(e) Access to Data. The undersigned has had an opportunity to
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discuss the Company's business, management and financial affairs with its
management.
By:___________________________________
______________________________________
(Date)
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