Exhibit 10.21
THIS WARRANT AND THE COMMON STOCK TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION THEREOF IS LEGALLY
REQUIRED FOR SUCH TRANSFER OR SUCH TRANSFER IS COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE
STATE AND CANADIAN PROVINCIAL SECURITIES LAWS.
No. W- 416,667
No.of Shares : 416,667
Holder: Myer Bentob
Date: August 7, 2003
WARRANT
To subscribe for and purchase shares of Common Stock, par value US$0.001, of
UNITY WIRELESS CORPORATION
Reference is made to a Subscription Agreement (the "Agreement") dated August 7,
2003 between Holder and the Company. Capitalized terms used herein have the
meanings attributed thereto in the Agreement unless otherwise set forth herein.
THIS CERTIFIES that, for value received, Holder or its registered successors and
assigns, is entitled to purchase from UNITY WIRELESS CORPORATION, a Delaware
corporation (herein called the "Company"), 416,667 shares of Common Stock of the
Company (individually a "Common Share", and collectively the "Common Shares") at
the initial exercise price of CDN$0.36 (US$0.26) per Common Share (the "Exercise
Price") at any time until 5:00 p.m. (Montreal time) on August 7, 2005. The
number of Common Shares to be received upon the exercise of the Warrant and the
Exercise Price are subject to adjustment from time to time as hereinafter set
forth.
1. Exercise of Warrant.
(a) This Warrant may be from time to time exercised by the Holder, in whole or
in part, by the surrender of this Warrant, duly endorsed, accompanied by a
duly completed Form of Exercise, in the form attached hereto, and payment
in full of the Exercise Price for the Common Shares acquired at the
principal office of the Company. Payment of the Exercise Price shall be
made in cash or by certified or official bank check or checks payable to
the order of the Company. The certificate(s) for such Common Shares shall
be delivered to the Holder within a reasonable time, not exceeding five
days, after the Warrant evidenced hereby shall have been so exercised and
a new Warrant evidencing the number of Common Shares remaining to be
issued upon exercise of the Warrant shall also be issued to the Holder
within such time unless such Warrant shall have expired.
2. Anti-Dilution Provisions.
(b) General. The Exercise Price per Common Share shall be subject to
adjustment from time to time as hereinafter provided. Upon each adjustment
of the Exercise Price, the Holder shall thereafter be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number
of Common Shares obtained by multiplying the number of Common Shares
immediately theretofore subject to this Warrant by the Exercise Price in
effect immediately prior to such adjustment, and dividing such amount by
the Exercise Price resulting from such adjustment.
(c) Stock Splits and Reverse Splits. In the event the Company subdivides its
outstanding Common Shares into a greater number of shares, the Exercise
Price in effect immediately prior to the subdivision shall be
proportionately reduced, and conversely, in the event that the outstanding
Common Shares of the Company are combined into a smaller number of shares,
the Exercise Price in effect immediately prior to the combination shall be
proportionately increased.
(d) Reorganizations and Asset Sales. Upon any consolidation or merger of the
Company with another corporation, or the sale of all or substantially all
of its assets to another corporation (other than a consolidation or merger
in which the Company is the continuing corporation) (each, a
"Combination"), the Company shall enter into an agreement with the
surviving or acquiring Person (the "Successor Company") in such
Combination confirming the Holder's rights pursuant to this Warrant and
providing for the continuation after such Combination of the adjustments
provided for in this Warrant, to the end that the Warrant shall
effectively be converted into a Warrant of the Successor Company on the
terms set forth herein. Following a Combination, the Warrant shall be
exercisable for such number of shares of stock or other securities or
property (including cash) to which the Common Shares issuable upon the
exercise of the Warrant (at the time of such Combination) would have been
exchanged pursuant to such Combination had such Common Shares been
outstanding. For example, if the Company is acquired in a transaction in
which each of its Common Shares is converted into the right to receive two
shares of the common stock of the Successor Company and this Warrant,
after giving effect to any other adjustments hereunder (including, without
limitation, adjustments under any of the other provisions of this Section
2, whether in respect of such Combination or otherwise), is then
exercisable for 1,000 shares of common stock of the Successor Company, the
Company would enter into an agreement with the Successor Company providing
that the Warrant would be exercisable for 2,000 shares of the Successor
Company's common stock, which agreement would include the adjustment
provisions provided in this Agreement, effectively converting the Warrant
into warrants of the Successor Company. The provisions of this Section
shall similarly apply to successive Combinations involving any Successor
Company.
3. Dividends and Distributions. If, after the date hereof and prior to the
exercise of this Warrant, the Company shall pay any dividends or make any
other distributions to the holders of its Common Shares, upon the exercise
of this Warrant the Company shall pay to the Holder the amount of such
dividend or distribution which the Company would have paid to the Holder
had it exercised this Warrant in full immediately prior to the record date
for such dividend or distribution.
4. Notices. If at any time prior to the expiration of the Warrants:
(a) The Company shall declare any dividend or distribution on the Common
Shares payable in shares of capital stock of the Company, cash or other
property;
(b) The Company shall authorize the issue of any options, warrants or rights
pro rata to all holders of its Common Shares entitling them to subscribe
for or purchase any shares of stock of the Company or to receive any other
rights;
(c) The Company shall authorize the distribution pro rata to all holders of
its Common Shares of evidences of its indebtedness or assets (excluding
cash dividends or cash distributions paid out of retained earnings or
retained surplus);
(d) There shall occur any reclassification of the Common Shares, or any
Combination (other than a Combination that does not result in a
reclassification of the Common Shares); or
(e) There shall occur the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company;
then, and in each of such cases, the Company shall deliver to the Holder
at its last address appearing on the books of the Company, as promptly as
practicable but in any event not less than 60 days prior to the applicable
record date (or determination date) mentioned below, a notice stating, to
the extent that such information is available: (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or
rights, or, if a record is not to be taken, the date as of which the
holders of Common Shares of record to be entitled to such dividend,
distribution or rights are to be determined, or (ii) the date on which
such reclassification, Combination, liquidation, dissolution or winding up
is expected to become effective; and (iii) the date as of which it is
expected that holders of Common Shares of record shall be entitled to
exchange their Common Shares for securities or other property deliverable
upon such reclassification, Combination, liquidation, dissolution or
winding up.
5. Valid Issuance, Etc. The Company covenants and agrees that all of the
Common Shares that may be issued upon the exercise of this Warrant will be
duly authorized, validly issued and fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof to the
Holder. The Company further covenants and agrees that during the period
within which this Warrant may be exercised, the Company will at all times
reserve such number of Common Shares as may be sufficient to permit the
exercise in full of this Warrant.
6. Registered Holder. Except as otherwise set forth herein, the Holder shall
not be entitled by virtue of ownership of this Warrant to any rights
whatsoever as a shareholder of the Company.
7. Transfer. As set forth in the Agreement, the Company is not obligated to
register this Warrant or the Common Shares issuable hereunder. This
Warrant may not be sold, pledged, hypothecated or transferred at any time
unless the Company shall have received an opinion of counsel to the effect
that such transfer would not result in a violation of the provisions of
the Securities Act or
applicable Canadian provincial securities laws. Any transfer of this
Warrant to a transferee, in whole or in part, shall be effected upon
surrender of this Warrant, duly endorsed (unless endorsement is waived by
the Company), at the principal office or agency of the Company. If this
Warrant is being sold, pledged, hypothecated or otherwise transferred, the
Company shall issue a new Warrant registered in the name of the designated
transferee(s). If the right to acquire less than all of the Common Shares
issuable upon the exercise hereof is being sold, pledged, hypothecated or
otherwise transferred, the Company shall issue a new Warrant, in each case
for the appropriate number of Common Shares, registered in the name of the
Holder and the designated transferee(s), as applicable. Common Shares of
the Company issued upon the exercise hereof may not be sold, pledged,
hypothecated or otherwise transferred at any time unless the Company shall
have received an opinion of counsel to the effect that such transfer would
not result in a violation of the Securities Act or applicable Canadian
provincial securities laws.
8. Confirmatory Notices; Restatements. The Company will promptly, upon
Holder's request from time to time, confirm to Holder in writing the
number of Common Shares that it is then entitled to purchase upon the
exercise of this Warrant and the Exercise Price then in effect. In
addition, the Company will on Holder's request and against delivery of
this Warrant from time to time issue to Holder an amended and restated
Warrant to reflect any adjustments theretofore made in the number of
Common Shares then subject hereto and the Exercise Price.
9. Miscellaneous.
(a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by standard mail, by
facsimile or other means of electronic communication or by hand-delivery.
Notice of any change of address shall also be governed by this paragraph.
In the event of a general discontinuance of postal service due to strike,
lock-out or otherwise, notices or other communications shall be delivered
by hand or sent by facsimile or other means of electronic communication.
Notices and other communications shall be addressed as follows:
If to the Company:
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile Number: (000) 000-0000
Email: xxxxx@xxxxxxxxxxxxx.xxx
If to Holder:
0000 Xxxxx-Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Facsimile Number: (000) 000-0000
Email: xxxxxxx@xxxxxxxxx.xxx
(b) This Warrant shall be governed and construed in accordance with the laws
of the State of Delaware applicable to agreements made and to be performed
entirely within such state. The courts sitting in British Columbia shall
have exclusive jurisdiction over all matters relating to this Warrant.
Trial by jury is expressly waived. In addition to all other remedies to
which the Holder
may be entitled hereunder, Holder shall also be entitled to decrees of
specific performance without posting bond or other security.
(c) The waiver of any event of default or the failure of the Holder to
exercise any right or remedy to which it may be entitled hereunder shall
not be deemed a waiver of any subsequent event of default or of the
Holder's right to exercise that or any other right or remedy to which the
Holder is entitled.
(d) The Holder shall be entitled to recover its reasonable legal and actual
costs of enforcing its rights hereunder.
IN WITNESS WHEREOF, UNITY WIRELESS CORPORATION has caused this Warrant to
be signed by a duly authorized officer and this Warrant is dated as of the date
set forth above.
UNITY WIRELESS CORPORATION
By
--------------------------------------
Name: Xxxx Xxxxx
Title: President
FORM OF EXERCISE
(to be executed by the Holder)
The undersigned hereby exercises this Warrant for the purchase of _______
shares of common stock, par value US$0.001 ("Common Stock"), of UNITY WIRELESS
CORPORATION and herewith makes payment of the purchase price in full. Kindly
issue certificates for the Common Stock in accordance with the instructions
given below. The certificate for the unexercised balance of this Warrant, if
any, will be registered in the name of the undersigned.
Dated: ____________________________
Signature:_________________________
Instructions for registration of shares:
Name (please print):
Social Security or Other Identifying Number:
Mailing Address:
