EXHIBIT 10.2
This Warrant will be void and of no value
unless exercised on or before 5:00pm in
the afternoon (Pacific Standard Time) on August 4, 2008
THIS WARRANT IS A NON-TRANSFERABLE
WARRANT FOR THE PURCHASE OF COMMON SHARES OF
RADIAL ENERGY, INC
__________________
(FORMERLY "BV PHARMACEUTICAL, INC.")
____________________________________
Warrant Number: 2006-1-<> RIGHT TO PURCHASE <> COMMON SHARES
THIS IS TO CERTIFY THAT, for value received <> (the "Holder"), is entitled to
subscribe for and purchase the above referenced number of fully paid and
non-assessable common shares without par value in the capital stock (as
constituted on August 5, 2006) of Radial Energy, Inc. (the "Company") at the
price of US$0.30 per share at any time prior to 5:00pm in the afternoon (Pacific
Standard Time) on August 4, 2008.
The rights represented by this Warrant may be exercised by the Holder, in whole
or in part (but not as to a fractional share), by completing the subscription
form attached hereto and surrendering this Warrant at the office of the Company
or to one of its directors together with a certified cheque, money order or bank
draft payable to or to the order of the Company in payment of the purchase price
of the number of Common Shares subscribed for.
In the event of an exercise of the rights represented by this Warrant,
certificates for the Common Shares so purchased shall be delivered to the Holder
within a reasonable time, not exceeding ten (10) days after the rights
represented by this Warrant shall have been exercised and, unless this Warrant
has expired, a new Warrant representing the number of Common Shares, if any,
with respect to which this Warrant shall not then have been exercised shall also
be issued to the Holder within such time.
Share certificates issued upon exercise of this Warrant will bear a resale
legend for the United States indicating that the shares have not been registered
for resale in the United States and that, without registration or an available
registration exemption such as Rule 144, those shares may not be resold in the
United States or for the benefit or account of a US person.
The Company covenants and agrees that all Common Shares which may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be
fully paid and non-assessable. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company 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. In the event of any subdivision of the Common Shares of the Company as such
shares are constituted on the date hereof, at any time while this Warrant
is outstanding, into a greater number of Common Shares, the Company will
thereafter deliver at the time or times of purchase of shares hereunder, in
addition to the number of shares in respect of which the right to purchase
is then being exercised, such additional number of shares as result from
such subdivision without any additional payment or other consideration
therefor.
2. In the event of any consolidation of the Common Shares of the Company as
such shares are constituted on the date hereof, at any time while this
Warrant is outstanding, into a lesser number of Common Shares, the number
of shares represented by this Warrant shall thereafter be deemed to be
consolidated in like manner and any subscription by the Holder for shares
hereunder shall be deemed to be a subscription for shares of the Company as
consolidated.
3. In the event of any reclassification of the Common Shares of the Company at
any time while this Warrant is outstanding, the Company shall thereafter
deliver at the time of the purchase of shares hereunder the number of
shares of the appropriate class resulting from the reclassification as the
Holder would have been entitled to receive in respect of the number of
shares so purchased had the right to purchase been exercised before such
reclassification.
4. As used herein, the term "Common Shares" shall mean and include the
Company's presently authorized Common Shares and shall also include any
capital stock of any class of the Company hereafter authorized which shall
not be limited to a fixed sum or percentage in respect of the rights of the
holder thereof to participate in dividends and in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or
winding up of the Company.
5. This Warrant shall not entitle the Holder to any rights as a member of the
Company, including without limitation, voting rights.
6. The Holder, by acceptance of this Warrant, agrees that this Warrant, any
shares acquired by the Holder pursuant to this Warrant and all rights
hereunder are non-transferable and further agrees that the Company may, on
the certificate representing any shares acquired by the Holder pursuant to
this Warrant, print any legend regarding resale restrictions or hold
periods which the Company, in its sole discretion acting reasonably, may
determine apply as a result of the jurisdiction of residency of the Holder.
7. This Warrant may be executed by the Company by facsimile.
IN WITNESS WHEREOF Radial Energy, Inc. has executed this Warrant effective as of
August 5, 2006.
RADIAL ENERGY, INC.
Per: _________________________________
Authorized Signatory
SUBSCRIPTION FORM
To: RADIAL ENERGY INC.
The holder of the within Share Purchase Warrant, hereby subscribes for
______________Common Shares referred to therein according to the terms and
conditions thereof, and herewith makes payment of the purchase price in full for
the said number of shares at the rate of US$0.30 per share.
DATED this ____ day of _____________, 200___.
_______________________________
Signature of Warrant Holder
