Contract
EXECUTION
COPY
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS
TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO 180 CONNECT INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.
UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE WARRANT
AND
THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL NOT TRADE THE
WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT BEFORE
NOVEMBER 3, 2007.
WITHOUT
PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
NOT
BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE
FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR
THE
BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 3, 2007.
Right
to
Purchase 1,000,000 Shares of Common Stock of
180
Connect Inc.
(subject
to adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT
|
No.
002
|
Issue
Date: July 2, 2007
|
180
Connect Inc.,
a
corporation organized under the federal laws of Canada
(“180
Connect”),
hereby certifies that, for value received, LAURUS MASTER FUND, LTD. or assigns
(the “Holder”),
is
entitled, subject to the terms set forth below, to purchase from the Company
(as
defined herein) from and after the Issue Date of this Warrant and at any time
or
from time to time before 5:00 p.m., Toronto time, on July 2, 2012 (the
“Expiration
Date”),
up to
1,000,000 fully paid and nonassessable shares of Common Stock (as hereinafter
defined), at the applicable Exercise Price (as defined below) per share. The
number and character of such shares of Common Stock and the applicable Exercise
Price per share are subject to adjustment as provided herein. The Company (as
defined herein) will have no obligation to pay the Holder any cash or other
consideration or otherwise “net cash settle” the Warrant. Accordingly, the
Warrant may expire or be redeemed unexercised and may be deprived of any
value.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term
“Company” shall include 180 Connect and any corporation which shall succeed, or
assume the obligations of, 180 Connect hereunder.
(b) The
term
“Common Stock” includes (i) the issued and outstanding common shares in the
capital of the Company and (ii) any other securities into which or for which
any
of the securities described in the preceding clause (i) may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.
(c) The
term
“Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the
Holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant
to
Section 4
or
otherwise.
(d) The
“Exercise Price” applicable under this Warrant shall be a price of
US$2.61;
(e) The
term
“Purchase Agreement” means that certain Security and Purchase Agreement dated as
of the date hereof between 180 Connect Inc., Mountain Center, Inc., JJ&V
Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications, Inc.,
180
Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc., and
Queens Cable Contractors, Inc. and the Holder, as such may be amended from
time
to time.
(f)
The term
“Exchange Rate” means, in relation to any amount of currency to be converted
into US dollars pursuant to this Warrant, the US dollar exchange rate as
published in the Wall Street Journal from time to time.
All
other
defined terms have the meaning attributed to them in the Purchase
Agreement.
All
amounts owing under this Warrant, the Purchase Agreement or any related
agreement shall be paid in US dollars. All amounts denominated in other
currencies shall be converted in the US dollar equivalent amount in accordance
with the Exchange Rate on the relevant date of calculation.
1. Exercise
of Warrant.
1.1 Number
of Shares Issuable upon Exercise.
From
and after the date hereof through and including the Expiration Date, the Holder
shall be entitled to receive, upon exercise of this Warrant in whole or in
part,
by delivery of an original or fax copy of an exercise notice in the form
attached hereto as Exhibit A (the “Exercise
Notice”),
shares of Common Stock of the Company, subject to adjustment pursuant to Section
4.
1.2 Fair
Market Value.
For
purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
particular date (the “Determination
Date”)
shall
mean:
(a) If
the
Company’s Common Stock is traded on the Toronto Stock Exchange (“TSX”),
then
the volume weighted average of the US dollar equivalent (calculated at the
prevailing Exchange Rate on each day to the extent that such trading price
is
not traded in US dollars) of the closing or last sale price reported for the
twenty (20) trading days immediately preceding the Determination
Date.
-2-
(b) If
the
Company’s Common Stock is not traded on the TSX but is quoted on the NASD OTC
Bulletin Board, then the mean of (i) the average of the closing bid price and
(ii) the average of the closing ask price, in each case reported for the twenty
(20) trading days immediately preceding the Determination Date.
(c) Except
as
provided in clause (d) below, if the Company’s Common Stock is not publicly
traded, then as the Holder and the Company agree or in the absence of agreement
by arbitration in accordance with the rules then in effect of the American
Arbitration Association before a single arbitrator to be chosen from a panel
of
persons qualified by education and training to pass on the matter to be
decided.
(d) If
the
Determination Date is the date of a liquidation, dissolution or winding up,
or
any event deemed to be a liquidation, dissolution or winding up pursuant to
the
Company’s charter, then all amounts to be payable per share to holders of the
Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for
the
purposes of this clause (d)
that all
of the shares of Common Stock then issuable upon exercise of the Warrant are
outstanding at the Determination Date.
1.3 Company
Acknowledgment.
The
Company will, at the time of the exercise of the Warrant, upon the request
of
the Holder hereof acknowledge in writing its continuing obligation to afford
to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such rights.
1.4 Limitation
on Sale of Common Stock.
Holder
shall not on or before July 2, 2008 sell any of the Common Stock issuable upon
exercise of this Warrant.
2. Procedure
for Exercise.
2.1 Delivery
of Stock Certificates, Etc., on Exercise.
The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder as the owner of record of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares in accordance herewith.
As soon as practicable after the exercise of this Warrant in full or in part,
and in any event within three (3) business days thereafter, the Company at
its
expense (including the payment by it of any applicable issue taxes) shall
instruct its transfer agent for the Common Stock to issue in the name of and
deliver to the Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and non-assessable shares of Common Stock (or Other Securities)
to
which such Holder shall be entitled on such exercise bearing a legend
substantially in the form of the legend set forth on the first page of this
Warrant, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1
or
otherwise.
-3-
2.2 Exercise.
Payment
may be made either (i) in cash or by certified or official bank cheque payable
to the order of the Company equal to the applicable aggregate Exercise Price,
(ii) by surrender of all or a portion of this Warrant in accordance with the
formula set forth below in this Section 2.2,
or
(iii) by a combination of any of the foregoing methods, for the number of Common
Shares specified in such Exercise Notice (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common
Stock
issuable to the Holder in accordance with the terms of this Warrant) and the
Holder shall thereupon be entitled to receive the number of duly authorized,
validly issued, fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein. Notwithstanding any provisions herein
to the contrary, if the Fair Market Value of one share of Common Stock is
greater than the Exercise Price (at the date of calculation as set forth below),
in lieu of exercising this Warrant for cash, the Holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being exercised) by surrender of this Warrant at the principal office
of
the Company together with the properly endorsed Exercise Notice in which event
the Company shall issue to the Holder a number of shares of Common Stock
computed using the following formula:
X=Y
x
(A-B)
A
|
Where
X =
|
the
number of shares of Common Stock to be issued to the
Holder
|
|
Y
=
|
the
number of shares of Common Stock purchasable under the Warrant
or, if only
a portion of the Warrant is being exercised, the portion of the
Warrant
being exercised (at the date of such calculation)
|
|
the
Fair Market Value of one share of the Company’s Common Stock (at the date
of such calculation)
|
|
|
B
=
|
Exercise
Price (as adjusted to the date of such
calculation)
|
3. Effect
of Reorganization, Etc.; Adjustment of Exercise Price.
3.1 Reorganization,
Consolidation, Merger, Etc.
In case
at any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any
plan
or arrangement contemplating the dissolution of the Company, then, in each
such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1
at any
time after the consummation of such reorganization, consolidation or merger
or
the effective date of such dissolution, as the case may be, the Holder shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such Holder would have been
entitled upon such consummation or in connection with such dissolution, as
the
case may be, if such Holder had so exercised this Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Section
4.
-4-
3.2 Dissolution.
In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the holder the stock and other securities
and property (including cash, where applicable) receivable by the Holder of
the
Warrant pursuant to Section 3.1,
net of
the aggregate Exercise Price.
3.3 Continuation
of Terms.
Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3,
this
Warrant shall continue in full force and effect and the terms hereof shall
be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any
such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms
of
this Warrant as provided in Section 4.
In the
event this Warrant does not continue in full force and effect after the
consummation of the transactions described in this Section 3,
then
the Company’s securities and property (including cash, where applicable)
receivable by the Holders of the Warrant will be delivered to the Holder as
contemplated by Section 3.2.
4. Extraordinary
Events Regarding Common Stock.
In
the
event that the Company shall (a) issue additional shares of the Common Stock
as
a dividend or other distribution on outstanding Common Stock, (b) subdivide
its
outstanding shares of Common Stock, or (c) combine its outstanding shares of
the
Common Stock into a smaller number of shares of the Common Stock, then, in
each
such event, the Exercise Price shall, simultaneously with the happening of
such
event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Exercise Price then in effect.
The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon
the
happening of any successive event or events described herein in this Section
4.
The
number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1,
be
entitled to receive shall be adjusted to a number determined by multiplying
the
number of shares of Common Stock that would otherwise (but for the provisions
of
this Section 4)
be
issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section
4)
be in
effect, and (b) the denominator is the Exercise Price in effect immediately
after the adjustment referred to in the first sentence of this Section
4.
5. Certificate
as to Adjustments.
In
each
case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of the Warrant, the Company at its expense
will promptly cause its Chief Financial Officer or other appropriate designee
to
compute such adjustment or readjustment in accordance with the terms of the
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment
is
based, including a statement of (a) stock, securities and other property to
be
received or received by holders of Common Stock upon a transaction contemplated
by Section 3.1
or a
dissolution
contemplated by Section 3.2
in the
ratio of subdivision or combination contemplated by Section 4
or the
number of shares and Common Stock issued as a dividend or distribution as
contemplated by Section 4,
(a) the
number of shares of Common Stock (or Other Securities) outstanding or deemed
to
be outstanding, and (b) the Exercise Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in effect immediately prior
to such adjustment or readjustment and as adjusted or readjusted as provided
in
this Warrant. The Company will forthwith mail a copy of each such certificate
to
the Holder of the Warrant.
-5-
6. Reservation
of Stock, Etc. Issuable on Exercise of Warrant.
The
Company is authorized to issue an unlimited number of shares of Common Stock.
If
after the Closing Date, the Company amends its articles or certificate of
incorporation or similar charter document to limit the number of shares of
Common Stock that the Company is authorized to issue, it shall at all times
reserve and keep available, solely for issuance and delivery on the exercise
of
the Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.
7. Assignment;
Exchange of Warrant.
Subject
to compliance with applicable Canadian and United States securities laws, this
Warrant, and the rights evidenced hereby, may be transferred by any registered
Holder hereof (a “Transferor”)
in
whole or in part. On the surrender for exchange of this Warrant, with the
Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor
Endorsement Form”),
together with evidence reasonably satisfactory to the Company demonstrating
compliance with applicable Canadian and United States securities laws (which
shall include, without limitation, the provision of a legal opinion from the
Transferor’s counsel reasonably acceptable to the Company’s counsel that such
transfer is exempt from the prospectus and registration or equivalent
requirements of applicable securities laws) and with payment by the Transferor
of any applicable transfer taxes, the Company will issue and deliver to or
on
the order of the Transferor thereof a new Warrant of like tenor, in the name
of
the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered
by
the Transferor.
Each new
Warrant evidencing this Warrant so transferred shall bear a legend substantially
in the form of the legend set forth on the first page of this Warrant unless
such legend has, by its terms, expired.
8. Replacement
of Warrant.
On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement
or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of this Warrant,
the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
-6-
9. Maximum
Exercise.
Notwithstanding
anything contained herein to the contrary, the Holder shall not be entitled
to
convert pursuant to the terms of this Warrant an amount that would be
convertible into that number of shares of Common Stock which, when added to
the
number of shares of Common Stock otherwise beneficially owned by the Holder
including those issuable upon exercise of convertible securities, warrants
or
options held by the Holder, would exceed 9.99% of the outstanding shares of
Common Stock of the Company at the time of exercise. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities
Exchange Act of 1934 (the
“Exchange
Act”)
and
Regulation 13d-3 thereunder.
10. Transfer
on the Company’s Books.
Until
this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
11. Notices,
Etc.
All
notices and other communications from the Company to the Holder of this Warrant
shall be personally delivered, sent by confirmed telex or facsimile or delivered
by nationally recognized overnight courier at such address as may have been
furnished to the Company in writing by such Holder or, until any such Holder
furnishes to the Company an address, then to, and at the address of, the last
Holder of this Warrant who has so furnished an address to the
Company.
12. Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought and, if registered,
with the approval of the stock exchange on which the Common Stock is listed
for
trading. This Warrant shall be governed by and construed in accordance with
the
laws of the province of Ontario without regard to principles of conflicts of
laws. Any action brought concerning the transactions contemplated by this
Warrant may be brought in the state courts of New York or in the federal courts
located in the state of New York. The individuals executing this Warrant on
behalf of the Company agree to submit to the non-exclusive jurisdiction of
such
courts and waive trial by jury. The prevailing party shall be entitled to
recover from the other party its reasonable attorney’s fees and costs. In the
event that any provision of this Warrant is invalid or unenforceable under
any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of this Warrant. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof. Nothing contained herein shall be deemed or operate
to
preclude the Holder from bringing suit or taking other legal action against
the
Company in any other jurisdiction to collect on the Company’s obligations to the
Holder or to enter a judgment or other court ruling in favour of the
Holder. The
Company acknowledges that legal counsel participated in the preparation of
this
Warrant and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Warrant to favour any party against the other
party.
-7-
13. Judgment
Currency.
(a) If
for
the purpose of obtaining or enforcing judgment against the Company in any court
in any jurisdiction it becomes necessary to convert into any other currency
(such other currency being hereinafter in this paragraph 13 referred to as
the
“Judgment
Currency”)
an
amount due in US dollars under this Warrant, the conversion shall be made at
the
Exchange Rate prevailing on the business day immediately preceding:
| (i) |
the
date actual payment of the amount due, in the case of any proceeding
in
the courts of New York or in the courts of any other jurisdiction
that
will give effect to such conversion being made on such date: or
|
| (ii) |
the
date on which the foreign court determines, in the case of any proceeding
in the courts of any other jurisdiction (the date as of which such
conversion is made pursuant to this paragraph 14(a)(ii) being hereinafter
referred to as the “Judgment
Conversion Date”)
|
(b) If
in the
case of any proceeding in the court of any jurisdiction referred to in paragraph
13(a)(ii) above, there is a change in the Exchange Rate prevailing between
the
Judgment Conversion Date and the date of actual payment of the amount due,
the
applicable party shall pay such adjusted amount as may be necessary to ensure
that the amount paid in the Judgment Currency, when converted at the Exchange
Rate prevailing on the date of payment, will produce the amount of US dollars
which could have been purchased with the amount of Judgment Currency stipulated
in the judgment or judicial order at the Exchange Rate prevailing on the
Judgment Conversion Date.
(c) Any
amount due from the Company under this provision shall be due as a separate
debt
and shall not be affected by judgment being obtained for any other amounts
due
under or in respect of this Warrant.
14. Rights
of the Holder
Prior
to
the exercise of this Warrant, the Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company, including, without
limitation, the right to vote, to receive dividends or other distributions
or to
receive any notice of meeting of shareholders or any notice of any proceedings
of the Company except as may be specifically provided for herein.
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE
PAGE FOLLOWS.]
-8-
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
|
180
Connect Inc.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
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By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
Common
Stock Purchase Warrant Signature Page
EXHIBIT
A
FORM
OF SUBSCRIPTION
(To
Be
Signed Only On Exercise Of Warrant)
TO: 180
Connect Inc.
Attention: Chief
Financial Officer
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):
| o |
________
shares of the Common Stock covered by such Warrant; or
|
|
| o |
the
maximum number of shares of Common Stock covered by such Warrant
pursuant
to the cashless exercise procedure set forth in Section
2.
|
The
undersigned herewith makes payment of the full Exercise Price for such shares
at
the price per share provided for in such Warrant, which is US$___________.
Such
payment takes the form of (check applicable box or boxes):
| o |
US$__________
in lawful money of the United States; and/or
|
|
| o |
the
cancellation of such portion of the attached Warrant as is exercisable for
a total of _______ shares of Common Stock (using a Fair Market Value
of
US$_______ per share for purposes of this calculation);
and/or
|
|
| o |
the
cancellation of such number of shares of Common Stock as is necessary,
in
accordance with the formula set forth in Section 2.2, to exercise
this
Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth
in
Section 2.
|
The
undersigned requests that the certificates for such shares be issued in the
name
of, and delivered to ___________________ whose address is
__________________________.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
in
reliance upon available exemptions from the prospectus and registration or
equivalent requirements of applicable securities legislation.
| Dated: _________________________________ | |||
|
(Signature
must conform to name of Holder as
specified
on
the face of the Warrant)
|
|||
|
Address:
|
|||
A-1
EXHIBIT
B
FORM
OF TRANSFEROR ENDORSEMENT
(To
Be
Signed Only On Transfer Of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of 180 Connect Inc. into which the within Warrant relates specified under
the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney
to
transfer its respective right on the books of 180 Connect Inc. with full power
of substitution in the premises.
|
Transferees
|
Address
|
Percentage
Transferred
|
Number
Transferred
|
|||
| Dated: _________________________________ | |||
|
(Signature
must conform to name of Holder as
specified
on
the face of the Warrant)
|
|||
| Address: | |||
| SIGNED IN THE PRESENCE OF: | |||
|
|
|
(Name)
|
|
|
ACCEPTED
AND AGREED:
[TRANSFEREE]
|
|||
|
(Name)
|
B-1
