Exhibit 4.04
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"). THEREFORE THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. HOWEVER, THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE ACT.
WARRANT TO PURCHASE
COMMON STOCK
OF
CANADIAN ROCKPORT HOMES INTERNATIONAL, INC.,
A DELAWARE CORPORATION
FOR VALUE RECEIVED, subject to the terms and conditions herein set forth,
_____________________________ or its assignee as provided herein ("Warrant
Holder") is entitled to purchase from CANADIAN ROCKPORT HOMES INTERNATIONAL,
Inc., a Delaware corporation, with its business address at 000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, X.X., Xxxxxx, X0X 0X0 ("CRHI"), at a price per
share as set forth in paragraph 1 hereof ("Warrant Exercise Price"), the number
of fully paid and non-assessable shares of common stock, as set forth in
paragraph 2 hereof.
1. Warrant Exercise Price. The Warrant Exercise Price shall be $7.00
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per share for each Warrant. The Warrant may be exercised, in whole, or in part,
from time to time during the Warrant's Term by the Warrant Holder.
2. Number of Shares. The number of Shares of common stock, issuable
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upon exercise of this Warrant shall be ______ Shares of common stock of CRHI.
In the event that the Warrant is exercised for less than the full number of
issuable shares, a new Warrant shall be issued for the number of shares
remaining to be issued.
3. No Shareholder Rights. This Warrant shall not entitle the Warrant
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Holder to any of the rights of a shareholder of CRHI.
4. Reservation of Common Stock. At all times during the period in
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which this Warrant is exercisable, CRHI shall have authorized and reserved
shares of its common stock sufficient to provide for the exercise of this
Warrant in whole and if at any time the number of authorized but unissued shares
of common stock shall not be sufficient to permit the exercise of this Warrant,
CRHI shall take such action as shall be necessary to increase the number of its
authorized but unissued shares of common stock in order to allow the exercise of
this Warrant. CRHI's issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for common stock upon the exercise
of this Warrant.
5. Exercise of Warrant.
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5.1 Exercise. This Warrant may be exercised by the Warrant Holder, in
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whole or in part, from time to time, by the surrender of this Warrant at the
principal office of CRHI, together with instructions as to the number of shares
for which the Warrant is being exercised, substantially in the form attached
hereto as Exhibit "A," duly completed and executed by Warrant Holder and
accompanied by payment in full of the aggregate Warrant Price for the common
stock being purchased upon such exercise. Upon partial exercise hereof, a new
warrant of like tenor and date shall be issued by CRHI to the Warrant Holder
setting forth the formula for determining the balance of common stock not
exercised under this Warrant. A warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the Warrant Holder shall be treated for all
purposes as the holder of record of such shares as of the close of business on
such date. As promptly as practicable on or after such date, but not to exceed
thirty (30) days, CRHI shall issue and deliver to the Warrant Holder a
certificate for the number of shares of common stock issuable upon such
exercise.
5.2 Certificates. Issuance of certificates for the common stock upon
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the exercise of this Warrant shall be made without charge to the registered
holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by CRHI, and such certificates shall be issued in the name of the
registered holder of this Warrant.
6. Term. The term during which this Warrant may be exercised shall
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be two years from the commencement of trading of CRHI's common stock.
In the event that during the two year term of this Warrant, CRHI
commences a public offering of its stock, this Warrant may not be exercised
during the period thirty (30) days before the commencement of the Offering and
three (3) months after the commencement of the Offering. However, in the event
that such an Offering occurs, the term of this Warrant shall be extended for
four (4) months.
7. Assignment. This Warrant shall not be assignable except by
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written agreement between the parties.
8. Performance of Terms. CRHI shall not, by amendment of its Articles
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of Incorporation or Bylaws or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issuance of sale or
securities or any other voluntary action, avoid or seek to avoid the observance
of performance of any of the terms to be performed hereunder by CRHI, but at all
times, CRHI shall in good faith assist in the carrying out of all the provisions
of this Warrant and in the taking of all such action as may be reasonably
necessary or appropriate in order to protect the rights of Warrant Holder under
this Warrant.
9. Amendments. The headings in this Warrant are for purposes of
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convenience and reference only and shall not be deemed to constitute a part
hereof. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally, but rather only by an instrument in writing
signed by CRHI and the Warrant Holder.
10. Notices. Except as expressly provided herein, all notices,
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requests or other communications required hereunder shall be in writing and
shall be given by personal delivery, national overnight courier service, or by
U.S. mail, certified or registered, postage prepaid, return receipt requested,
addressed to the respective party at the applicable address set forth above, or
to any party at such other addresses as shall be specified in writing by such
party to the other parties in accordance with the terms and conditions of this
paragraph 12. All notices, requests or communications shall be deemed effective
upon personal delivery, or five (5) days following deposit in the United States
mail, or two (2) business days following deposit with any national overnight
courier service.
In order to be effective, any such Notice shall be given, as follows:
To CRHI: Xxxxxxx X. Xxxxxx, Secretary
Canadian Rockport Homes International, Inc.
Xxxxx 000
000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0 Xxxxxx
With a copy to: Xxxxxxxx X. Xxxxxx, Esq.
Washor & Associates
00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
To Warrant Holder:
Notice of change of address shall be given by written notice in the manner
detailed in this paragraph 12. Rejection or other refusal to accept or the
failure to deliver due to any change of address of which no notice was given
shall not effect the time at which such notice shall be deemed to have been
given and shall constitute receipt of such communication.
11. Jurisdiction, Venue and Governing Law. This Agreement shall be
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governed by and construed and enforced in accordance with the laws of the State
of California (regardless of that jurisdiction or any other jurisdiction's
choice of law principles). To the extent permitted by law, the parties hereto
agree that all actions or proceedings arising in connection herewith, shall be
resolved in the state and federal courts located in the State of California, and
each party hereby waives any right it may have to assert the doctrine of Forum
Non Conveniens or to object to venue. The parties each hereby stipulate that
the state and federal courts located in the County of Los Angeles, State of
California, shall have personal jurisdiction and venue over each party for the
purpose of litigating any such dispute, controversy or proceeding arising out of
or related to this Agreement.
12. Validity. If any one or more of the provisions (or any part
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thereof) of this Warrant shall be held to be invalid, illegal or unenforceable
in any respect, the validity, legality and unenforceability of the remaining
provisions (or any part thereof) shall not in any way be affected or impaired
thereby.
13. No Waiver of Rights. The delay or failure of either party to
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enforce at any time any provision of this Warrant shall in no way be considered
a waiver of any such provision, or any other provision, of this Warrant. No
waiver of, or delay or failure to enforce any provision of this Warrant shall in
any way be considered a continuing waiver or be construed as a subsequent waiver
of any such provision, or any other provision of this Warrant.
14. Expiration of Warrant. This Warrant shall expire and shall no
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longer be exercisable at the close of business, 5:00 p.m. Los Angeles Time, on
the final day of the term as set forth in paragraph 6.
15. Time of Essence; Cooperation. Time is of the essence in the
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performance of the obligations of the parties in connection with this Agreement.
All parties shall
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cooperate fully in carrying out the terms of this Agreement and shall prepare
and execute all documents reasonably necessary to carry out the terms of this
Agreement.
16. Arbitration. All disputes relating to, or arising under, this
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Warrant shall be resolved by binding arbitration before the American Arbitration
Association in Los Angeles, California in accordance with the then-current rules
of the Association. In any such arbitration, the prevailing party shall be
awarded its reasonable attorneys fees and costs as determined by the arbitration
tribunal.
Issued this _____ day of __________, 2001.
CANADIAN ROCKPORT HOMES INTERNATIONAL, INC.
By:______________________________
Xxxxxxx X. Xxxxxx
Secretary
