COMMON STOCK PURCHASE WARRANT To Purchase _______ Shares of Common Stock of LIVE CURRENT MEDIA INC. (“40% PREMIUM WARRANT”)
Exhibit 4.1.2
NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 50 1(a) UNDER THE SECURITIES ACT.
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Warrant
No: ___
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__________
Warrants
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COMMON
STOCK PURCHASE WARRANT
To
Purchase _______ Shares of Common Stock of
LIVE
CURRENT MEDIA INC.
(“40%
PREMIUM WARRANT”)
THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES
that, for value received, ________________________(the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after _________________ (the
“Initial Exercise
Date”) and on or prior to the close of business on the third anniversary
of the issuance date of this Warrant (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Live Current Media Inc.,
a corporation incorporated in the State of Nevada (the “Company”), up to
__________ shares (the “Warrant Shares”) of
Common Stock, par value $0.001 per share, of the Company (the “Common
Stock”). The purchase price of one share of Common Stock (the
“Exercise
Price”) under this Warrant shall be $0.91 subject to adjustment
hereunder. The Exercise Price and the number of common shares for
which the Warrant is exercisable (the “Warrant Shares”) shall be subject to
adjustment as provided herein.
The
Company agreed to issue Warrants, including this Warrant, to purchase up to a
maximum of _________ shares of Common Stock (subject to adjustment as
provided in herein) in connection with the Company's private placement of up to
a maximum aggregate of $6,000,000 Units consisting of (i) one share
of Common Stock of the Company, (ii) a two-year warrant to purchase one-half
share of Common Stock of the Company at a per share exercise price equal to a
20% premium to the Issue Price (as defined in the Subscription Agreement) (the
“20% Premium Warrant”), and (iii) a three-year warrant to purchase one-half
share of the Common Stock of the Company at a per share exercise price equal to
a 40% premium to the Issue Price (the “40% Premium Warrant”).
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1. Title to
Warrant. This Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder in person or by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed, provided that, this Warrant
may not be sold, hypothecated, exercised, assigned or transferred except in
accordance with and subject to the provisions of the Securities Act of 1933, as
amended (the "Act"), including limiting such transfers to Accredited Investors
as that term is defined under Regulation D of the Act.
2. Authorization of
Shares. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such
issue).
3. Exercise of
Warrant.
(a) Exercise for
cash. Upon compliance with and subject to the conditions set
forth in this Warrant, the Holder may, at its option, elect to exercise this
Warrant, in whole or in part, upon surrender of this Warrant with the purchase
form appended hereto duly executed by or on behalf of the Holder to the Company
at its corporate office at the address indicated in this Warrant, together with
the full Exercise Price for each Share to be purchased (i) in lawful money of
the United States, or by certified check, bank draft or postal or express money
order payable in United States dollars to the order of the Company or (ii) a
manner acceptable to the Company.
(b) Limited Cashless
Exercise.
(i) To
the extent there is no effective registration statement registering the resale
of the shares underlying the Warrant, the Holder may, at its option, elect to
exercise this Warrant, in whole or in part and at any time or from time to time,
on a cashless basis, by surrendering this Warrant, with the purchase form
appended hereto duly executed by or on behalf of the Holder to the Company at
its corporate office at the address indicated in this Warrant, by canceling a
portion of this Warrant in payment of the Purchase Price payable in respect of
the number of Warrant Shares purchased upon such exercise. In the
event of an exercise pursuant to this subsection, the number of Warrant Shares
issued to the Holder shall be determined according to the following
formula:
X = Y(A-B)
A
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Where:
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X
=
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the
number of Warrant Shares that shall be issued to the
Holder;
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Y
=
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the
number of Warrant Shares for which this Warrant is being exercised (which
shall include both the number of Warrant Shares issued to the Holder and
the number of Warrant Shares subject to the portion of the Warrant being
cancelled in payment of the Purchase
Price);
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A
=
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the
Fair Market Value (as defined below) of one share of Common Stock;
and
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B =
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the
Purchase Price then in effect.
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(ii) The
Fair Market Value per share of Common Stock shall be determined as
follows:
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(a)
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if
such Common Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the date of determination on the
principal national securities exchange on which the Common Stock is listed
or admitted to trading;
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(b)
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if
such Common Stock is quoted on the NASDAQ National Market or the NASDAQ
Capital Market, its closing price on the NASDAQ National Market or the
NASDAQ Capital Market, respectively, on the date of
determination;
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(c)
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if
such Common Stock is not listed on a national securities exchange or
quoted on the NASADQ National Market or the NASDAQ Capital Market, but is
traded in the over-the-counter market, the average of the bid and ask
prices for a share of Common Stock on the most recent date on which the
Common Stock was publicly traded;
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(d)
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if
none of the foregoing is applicable, by the Company’s Board of Directors
in good faith.
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(c) If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Shares,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.
4. No Fractional Shares or
Scrip. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share that Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the Exercise
Price.
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5. Charges, Taxes and
Expenses. Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event certificates for Warrant Shares
are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may require. As a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.
6. Closing of
Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
7. No Rights as Shareholder
until Exercise. This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price (or by means of a cashless exercise), the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender or payment.
8. Loss, Theft, Destruction or
Mutilation of Warrant. The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.
9. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a
Saturday, Sunday or a legal holiday, then such action may be taken or such right
may be exercised on the next succeeding day not a Saturday, Sunday or legal
holiday.
10. Stock
Splits. The number and kind of securities purchasable upon the
exercise of this Warrant and the Exercise Price shall be subject to adjustment
from time to time upon the happening of any of the following. In case
the Company shall (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock to holders of its outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which it
would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof Upon each such adjustment of the kind and number of
Warrant Shares or other securities of the Company which are purchasable
hereunder, the Holder shall thereafter be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing by the number of Warrant Shares or other securities of the Company
resulting from such adjustment. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event.
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11. Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation (“Other Property”), are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive, at the option of the
Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock
of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event or (b) cash equal to the value of
this Warrant as determined in accordance with the Black Scholes option pricing
formula. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of
this Warrant to be performed and observed by the Company and all the obligations
and liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of Warrant Shares for which
this Warrant is exercisable which shall be as nearly equivalent as practicable
to the adjustments provided for in this Section 11. For purposes of
this Section 11, “common stock of the successor or acquiring corporation” shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing
provisions of this Section 11 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.
12. Voluntary Adjustment by the
Company. The Company may at any time during the term of this
Warrant reduce the then current Exercise Price to any amount and for any period
of time deemed appropriate by the Board of Directors of the
Company.
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13. Notice of
Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.
14. Authorized
Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its 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 the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be
listed.
15. Miscellaneous.
(a) Jurisdiction. The
validity, interpretation and performance of this Warrant shall be governed by
the laws of the State of Nevada.
(b) Restrictions. The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.
(c) Nonwaiver and
Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination
Date. If the Company willfully and knowingly fails to comply with any
provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.
(d) Notices. Notices
or demands pursuant to this Warrant to be given or made by the Holder to or on
the Company shall be sufficiently given or made if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed, until
another address is designated in writing by the Company, as
follows:
Live Current Media Inc.
000 Xxxxx Xxxxxx, Xxxxx
000
Vancouver, British Columbia V6B
5C6
Attn: X. Xxxxxxxx Xxxxxxx
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Notices
to the Holder provided for in this Warrant shall be deemed given or made by the
Company if sent by certified or registered mail, return receipt requested,
postage prepaid, and addressed to the Holder at the Holder's last known address
as it shall appear on the books of the Company.
(e) Limitation of
Liability. No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant or purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
(f) Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Warrant and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be
adequate.
(g) Successors and
Assigns. Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant
Shares.
(h) Amendment. This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.
(i) Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.
(j) Headings. The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
*****************
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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.
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Dated: ___________________,
2008
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LIVE
CURRENT MEDIA INC.
By:
/s/ C. Xxxxxxxx Xxxxxxx
C.
Xxxxxxxx Xxxxxxx
Chief
Executive Officer
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PURCHASE
FORM
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To: Live
Current Media Inc.
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Dated:____________
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The undersigned, pursuant to the
provisions set forth in the attached Warrant (No. ___), hereby elects to
purchase (check applicable box):
o ____ shares of the
Common Stock of Live Current Media Inc. 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 subsection 3(b).
The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share
provided for in such Warrant. Such payment takes the form of (check
applicable box or boxes):
o $__________________
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 _____________ Warrant Shares (using a Fair Market Value of $_____ per
share for purposes of this calculation) ; and/or
o the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection (3)(b)(i), to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection
(3)(b)(i).
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Signature: ____________________
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Address: ____________________
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____________________
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ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this form
and supply required information.
Do not
use this form to exercise the warrant.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
____________________________________________________________________
whose address is, _____________________________________________,
_____________________________________________________.
Dated:__________________,
______
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Holder’s
Signature:
Holder’s
Address: _______________________________
___________________________
___________________________
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Signature
Guaranteed:__________________________________
NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.
