WARRANT AGREEMENT
WARRANT AGREEMENT (the "B Unit Warrant Agreement"), dated as
of ______________, 2003, by and among Visual Bible International,
Inc., a Florida corporation (the "Company"), and the investors
signatory hereto (collectively, the "Warrantholders" and each, a
"Warrantholder").
Each of the Warrantholders has executed a subscription
agreement (each, a "B Unit Subscription Agreement") for the purchase
of B Units (as defined therein) consisting of certain debentures of
the Company (the "B Unit Debentures"), shares of Common Stock (as
defined below) and warrants to purchase shares of Common Stock.
This B Unit Warrant Agreement is being executed in connection with
the purchase of the B Units.
Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to them in the B Unit Subscription
Agreement. In addition, certain capitalized terms used herein are
defined in Paragraph 13 .
In consideration of the parties mutual covenants and
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Issuance of Warrants.
(a) The Company hereby issues and grants to each
Warrantholder warrants to purchase (the "B Unit Warrants") that
number of B Unit Warrant Shares as determined in accordance with the
B Unit Subscription Agreement executed the Company and such
Warrantholder. Each B Unit Warrant shall entitle the holder,
subject to the satisfaction of the conditions to exercise set forth
in Paragraph 7 of this B Unit Warrant Agreement, to purchase on or
prior to 5:00 p.m., New York City time, on December 31, 2007 (the
"Warrant Expiration Date") one share of Common Stock (the Common
Stock issuable upon exercise of the B Unit Warrants being
collectively referred to herein as the "Warrant Shares") at the
Exercise Price (as defined below) then in effect. The number of
Warrant Shares issuable on exercise of each B Unit Warrant and the
Exercise Price are subject to adjustment pursuant to Paragraph 8 of
this B Unit Warrant Agreement.
(b) Subject to the adjustments contained in Paragraph 8,
the "Exercise Price" per Warrant Share shall equal:
(1) if the applicable B Unit Warrant is
exercised at any time on or prior to December 31, 2005, $1.00;
(2) if the applicable B Unit Warrant is
exercised after December 31, 2005 but on or prior to June
30, 2006, $1.25;
(3) if the applicable B Unit Warrant is
exercised after June 30, 2006 but on or prior to December
31, 2006, $1.50;
(4) if the applicable B Unit Warrant is
exercised after December 31, 2006 but on or prior to June
30, 2007, $1.75; and
(5) if the applicable B Unit Warrant is
exercised after June 30, 2007, $2.00.
2. Form of Warrant Certificates. Within fourteen (14)
business days after the Closing (as defined in the B Unit
Subscription Agreement), with respect to each Warrantholder, the
Company shall cause to be executed and delivered to such
Warrantholder one or more certificates evidencing the B Unit
Warrants (the "Warrant Certificates") of such Warrantholder. Each
Warrant Certificate delivered hereunder shall be substantially in
the form set forth in Exhibit A attached hereto and may have such
letters, numbers or other identification marks and legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and that are not inconsistent with the terms of this B
Unit Warrant Agreement or as may be required by applicable law, rule
or regulation. Each Warrant Certificate shall be dated the date of
execution by the Company.
3. Execution of Warrant Certificates.
(a) Each Warrant Certificate delivered hereunder shall
be signed on behalf of the Company by one (1) officer of the
Company. Each such signature may be in the form of a facsimile
thereof and may be imprinted or otherwise reproduced on the Warrant
Certificates.
(b) If any officer of the Company who signed any Warrant
Certificate ceases to be an officer of the Company before the
Warrant Certificate so signed shall have been delivered by the
Company, such Warrant Certificate nevertheless may be delivered as
though such person had not ceased to be an officer of the Company.
4. Registration. Warrant Certificates shall be issued
in registered form only. The Company will keep or cause to be kept
books for registration of ownership and transfer of each Warrant
Certificate issued pursuant to this B Unit Warrant Agreement. Each
Warrant Certificate issued pursuant to this B Unit Warrant Agreement
shall be numbered by the Company and shall be registered by the
Company in the name of the holder thereof (initially, the
Warrantholder). The Company may deem and treat the registered
holder of any Warrant Certificate as the absolute owner thereof
(notwithstanding any notation of ownership or other writing thereon
made by anyone) for the purpose of any exercise thereof and for all
other purposes, and the Company shall not be affected by any notice
to the contrary.
5. Transfers and Exchanges.
(a) Transfers. Subject to the following provisions of
this Paragraph 5, the B Unit Warrants are transferable, in whole or
in part, upon surrender of the Warrant Certificates evidencing such
B Unit Warrants at the office of the Company, together with a
written assignment in the form of the Assignment appearing at the
end of the form of Warrant Certificate attached hereto as Exhibit A,
duly executed by the registered holder thereof or its agent or
attorney. Upon such surrender, the Company shall, subject to this
Paragraph 5, register or cause the registration of the transfer upon
the books maintained by or on behalf of the Company for such
purpose. If the B Unit Warrants evidenced by any Warrant
Certificate are to be transferred in whole, the Company shall
execute and deliver a new Warrant Certificate or Warrant
Certificates in the name of the assignee or assignees in the
denominations specified in the instrument of assignment. If the B
Unit Warrants evidenced by any Warrant Certificate are to be
transferred in part, the Company shall execute and deliver a new
Warrant Certificate or Warrant Certificates to and in the name of
the assignee or assignees in the denominations specified in the
instrument of assignment and a new Warrant Certificate to and in the
name of the assigning holder in an amount equal to the number of B
Unit Warrants evidenced by the surrendered Warrant Certificate that
were not transferred.
(b) Restrictions on Transfer. Unless otherwise
consented to by the Company, no Warrant may be sold, pledged,
hypothecated, assigned, conveyed, transferred or otherwise disposed
of (each, a "transfer") unless (i) the transfer complies with all
applicable securities laws and the provisions of this B Unit Warrant
Agreement and (ii) the transferee agrees in writing to be bound by
the terms of this B Unit Warrant Agreement.
(c) Exchanges. A Warrant Certificate may be exchanged,
at the option of the holder thereof, upon surrender of such Warrant
Certificate at the office of the Company, for one or more other
Warrant Certificates of like tenor and representing in the aggregate
the same number of B Unit Warrants as was represented by the
surrendered Warrant Certificate.
(d) Cancellation. Warrant Certificates surrendered for
transfer or exchange shall be canceled by the Company.
6. Mutilated or Missing Warrant Certificates. If any
Warrant Certificate is mutilated, lost, stolen or destroyed, the
Company shall issue, upon surrender and cancellation of any
mutilated Warrant Certificate, or in lieu of and substitution for
any lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate of like tenor and representing an equal number of B Unit
Warrants. In the case of a lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate shall be issued by the
Company only upon the Company's receipt of reasonably satisfactory
evidence of such loss, theft or destruction and, if requested, an
indemnity or bond reasonably satisfactory to the Company.
7. Exercise of B Unit Warrants.
(a) Exercise.
(1) Subject to the terms and conditions set
forth in this Paragraph 7, B Unit Warrants may be exercised,
in whole or in part (but not as to any fractional part of a
Warrant), at any time or from time to time on or prior to
5:00 p.m., New York City time, on the Warrant Expiration Date.
(2) In order to exercise any B Unit Warrant,
Warrantholder shall deliver to the Company the following:
(i) a written notice, in the form of the Election to
Purchase appearing at the end of the form of Warrant
Certificate attached hereto, indicating the election of such
Warrantholder to exercise the B Unit Warrants, which notice
shall specify the number of such B Unit Warrants being
exercised by such Warrantholder; (ii) the Warrant
Certificate or Warrant Certificates evidencing the B Unit
Warrants being exercised; and (iii) payment of the aggregate
Exercise Price.
(3) All rights of Warrantholder with respect to
any B Unit Warrant that has not been exercised, on or prior
to 5:00 p.m., New York City time, on the Warrant Expiration
Date shall immediately cease and such B Unit Warrants shall
be automatically cancelled and void.
(b) Payment of Exercise Price. Payment of the Exercise
Price with respect to B Unit Warrants being exercised hereunder
shall be made by the payment by the Warrantholder to the Company, in
cash, by check or wire transfer, of an amount equal to the Exercise
Price multiplied by the number of B Unit Warrants then being exercised.
(c) Payment of Taxes. The Company shall be responsible
for paying any and all issue, documentary, stamp or other taxes that
may be payable in respect of any issuance or delivery of Warrant
Shares on exercise of a B Unit Warrant, except in the case where any
Warrant Shares shall be registered in a name or names other than the
name of the holder of a B Unit Warrant, funds sufficient to pay all
transfer taxes, if any, which shall be payable upon the execution
and delivery of such Warrant Shares shall be paid by the holder
thereof to the Company at the time a Warrantholder delivers such B
Unit Warrants to the Company for exercise.
(d) Delivery of Warrant Shares. Upon receipt of the
items referred to in Paragraph 7.(a), the Company shall, as promptly
as practicable, and in any event within three (3) Business Days
thereafter, execute and deliver or cause to be executed and
delivered, to or upon the written order of the Warrantholder
exercising its B Unit Warrants, and in the name of such
Warrantholder or such designee of such Warrantholder, a share
certificate or share certificates representing the number of Warrant
Shares to be issued on exercise of the B Unit Warrant(s) and enter
full details of such issuance in the stock register of the Company
in order to confer upon the Warrantholder or the designee of such
Warrantholder legal title thereto. The share certificate or share
certificates issued to such Warrantholder or its designee shall bear
any restrictive legend required under applicable law, rule or
regulation. The share certificate or share certificates so
delivered (and the entry in the stock register) shall be registered
or made, as the case may be, in the name of such Warrantholder or
such other name as shall be designated in said notice. A B Unit
Warrant shall be deemed to have been exercised and such share
certificate or share certificates shall be deemed to have been
issued, and such holder or any other Person so designated to be
named therein shall be deemed to have become a holder of record of
such shares for all purposes, as of the date that such notice,
together with payment of the aggregate Exercise Price and the
Warrant Certificate or Warrant Certificates evidencing the B Unit
Warrants to be exercised, is received by the Company as aforesaid
and the corresponding entries are made in the stock register of the
Company. If the B Unit Warrants evidenced by any Warrant
Certificate are exercised in part, the Company shall, at the time of
delivery of the share certificate or share certificates, deliver to
the holder thereof a new Warrant Certificate evidencing the B Unit
Warrants that were not exercised or surrendered, which shall in all
respects (other than as to the number of B Unit Warrants evidenced
thereby) be identical to the Warrant Certificate being exercised.
Any Warrant Certificates surrendered upon exercise of B Unit
Warrants shall be canceled by the Company.
8. Adjustment of Number of Warrant Shares Issuable Upon
Exercise and Adjustment of Exercise Price.
(a) Stock Dividends, Subdivisions and Combinations. If
at any time after the date hereof the Company shall: (i) pay a
dividend, or make any other distribution of, additional shares of
Common Stock to all holders of its Common Stock (other than pursuant
to the exercise of B Unit Warrants); (ii) subdivide its outstanding
shares of Common Stock into a larger number of shares of Common
Stock; or (iii) combine its outstanding shares of Common Stock into
a smaller number of shares of Common Stock, then the number of
Warrant Shares for which each B Unit Warrant is exercisable
immediately after the occurrence of any such event shall be
proportionately increased in the case of (i) and (ii) above and
proportionately decreased in the case of (iii) above.
(b) Certain Other Distributions. If at any time after
the date hereof the Company shall make any dividend, or any other
distribution by the Company to the holders of its Common Stock, of
any shares of capital stock of the Company, evidences of
indebtedness of the Company, cash or other assets (including rights,
warrants, convertible securities or other securities (of the Company
or any other Person)), other than any dividend or distribution (i)
upon a capital reorganization, reclassification, merger or
consolidation to which Paragraph 8.(c) applies, or (ii) of any
common stock referred to in Paragraph 8.(a), then (x) the number of
Warrant Shares for which each B Unit Warrant is exercisable shall be
adjusted to equal the product obtained by multiplying the number of
shares of Common Stock for which one B Unit Warrant is exercisable
immediately prior to such distribution by a fraction (A) the
numerator of which shall be the Current Market Price per share of
Common Stock at the time of such distribution and (B) the
denominator of which shall be the Current Market Price per share of
Common Stock minus the amount allocable to one share of Common Stock
of the fair value (as determined in good faith by the Board of
Directors of the Company) of any and all such evidences of
indebtedness, shares of stock, other securities or property so
distributed.
(c) Upon Reclassifications, Reorganizations,
Consolidations or Mergers. In the event of any capital
reorganization of the Company, any reclassification of the stock of
the Corporation (other than a change in par value or from par value
to no par value or from no par value to par value or as a result of
a stock dividend or subdivision, split-up or combination or reverse
split of shares), or any consolidation or merger of the Company with
or into another Person (where the Company is not the surviving
corporation or where there is a change in or distribution with
respect to the Common Stock), except in the case of a merger or
consolidation to which clause (i) of the last sentence of this
Paragraph 8.(c) applies, each B Unit Warrant, effective at the close
of business on the date such reorganization, reclassification,
consolidation, or merger shall become effective, shall thereafter be
exercisable for the kind and number of shares of stock or other
securities or property, (including cash) receivable upon the
consummation of such reorganization, reclassification, consolidation
or merger, by a holder of the number of shares of Common Stock
deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such B
Unit Warrant and otherwise shall have the same terms and conditions
applicable immediately prior to such time of such reorganization,
reclassification, consolidation or merger. The provisions of this
clause shall similarly apply to successive reorganizations,
reclassifications, consolidations, or mergers. The Corporation shall
not effect any such reorganization, reclassification, consolidation
or merger unless, (i) in the case of a merger or consolidation in
which the consideration receivable upon consummation of such merger
or consolidation by a holder of shares of Common Stock consists
solely of cash, either (x) simultaneously with the consummation
thereof, the Corporation shall pay to the Holder of the Warrant
Certificate evidencing such B Unit Warrants an amount in cash equal
to (A) the amount in cash that would be received upon such
consummation by a holder of the number of shares of Common Stock
deliverable (immediately prior to such consummation) upon exercise
of such B Unit Warrants less (B) the Exercise Price or (y) the
Exercise Price for any B Unit Warrant exceeds the amount in cash
that would be so received or (ii) in all other cases, prior to the
consummation thereof, the successor corporation (if other than the
Corporation) resulting from such reorganization, reclassification,
consolidation, or merger shall assume, by written instrument, the
obligation to deliver to the holders of this B Unit Warrant such
shares of stock, securities or property, including cash, which, in
accordance with the foregoing provisions, such holders shall be
entitled to receive upon such exercise.
(d) Exercise Price Adjustment. Whenever the number of
Warrant Shares into which a B Unit Warrant is exercisable is
adjusted as provided in Paragraphs 8.(a) and 8.(b), the Exercise
Price payable upon exercise of the B Unit Warrant shall
simultaneously be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of Common Stock into which such
B Unit Warrant was exercisable immediately prior to such adjustment,
and the denominator of which shall be the number of shares of Common
Stock into which such B Unit Warrant was exercisable immediately
thereafter.
(e) Notice of Certain Events. Upon the occurrence of
any event resulting in an adjustment in the number of Warrant Shares
(or other stock or securities or property) receivable upon the
exercise of the B Unit Warrants or the Exercise Price, the Company
shall promptly thereafter (i) compute such adjustment in accordance
with the terms of the B Unit Warrants, (ii) prepare a certificate
setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, and (iii) promptly mail copies of
such certificate to each Warrantholder.
9. Reservation of Shares. The Company shall at all
times reserve and keep available, free from preemptive rights, out
of the aggregate of its authorized but unissued share capital, the
aggregate number of the Warrant Shares deliverable upon the exercise
of all outstanding B Unit Warrants, for the purpose of enabling it
to satisfy any obligation to issue the Warrant Shares upon the due
and punctual exercise of the B Unit Warrants, through 5:00 p.m., New
York City time, on the Warrant Expiration Date.
10. No Impairment. The Company shall not, by amendment
of its organizational documents, or through reorganization,
consolidation, merger, dissolution, issuance or sale of securities,
sale of assets or any other voluntary action, willfully avoid or
seek to avoid the observance or performance of any of the terms of
the B Unit Warrants or this B Unit Warrant Agreement, and shall at
all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of Warrantholder under
the B Unit Warrants and this B Unit Warrant Agreement against
wrongful impairment. Without limiting the generality of the
foregoing, the Company: (i) shall not set or increase the par value
of any Warrant Shares above the amount payable therefor upon
exercise, and (ii) shall take all actions that are necessary or
appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of the
B Unit Warrants.
11. No Rights or Liabilities as Shareholder. No holder,
as such, of any Warrant Certificate shall be entitled to vote,
receive dividends or be deemed the holder of Shares which may at any
time be issuable on the exercise of the B Unit Warrants represented
thereby for any purpose whatever, nor shall anything contained
herein or in any Warrant Certificate be construed to confer upon the
holder of any Warrant Certificate, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of Common Stock,
reclassification of Common Stock, change of par value or change of
Common Stock to no par value, consolidation, merger, conveyance or
otherwise), or to receive notice of meetings or other actions
affecting stockholders or to receive dividend or subscription
rights, or otherwise, until such Warrant Certificate shall have been
exercised in accordance with the provisions hereof and the receipt
and collection of the Exercise Price and any other amounts payable
upon such exercise by the Company. No provision hereof, in the
absence of affirmative action by Warrantholder to purchase Warrant
Shares shall give rise to any liability of such holder for the
Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
12. Fractional Interests. Notwithstanding the
provisions of the Articles of Incorporation of the Company, the
Company shall not be required to issue fractional shares of Common
Stock upon exercise of the B Unit Warrants or to distribute
certificates that evidence fractional shares of Common Stock. If
any fraction of a Warrant Share would, except for the provisions of
this Paragraph 12, be issuable on the exercise of a Warrant, the
number of Warrant Shares to be issued by the Company shall be
rounded to the nearest whole number, with one-half or greater being
rounded up, and less than one-half being rounded down.
13. Definitions. Unless the context otherwise requires,
the terms defined in this Paragraph 13, whenever used in this B Unit
Warrant Agreement shall have the respective meanings hereinafter
specified and words in the singular or in the plural shall each
include the singular and the plural and the use of any gender shall
include all genders.
(a) "Affiliate" shall mean, with respect to any Person,
any officer or director of such Person, or any other Person directly
or indirectly controlling, controlled by, or under common control
with such Person. For purposes of this definition, "control" means
the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
(b) "Business Day" shall mean any day other than a
Saturday or a Sunday or any day on which banks located in New York,
New York are authorized or obligated to close.
(c) "Common Stock" means the common stock, par value
$0.001 per share, of the Company.
(d) "Current Market Value" per share of Common Stock or
any other security on any date of determination means: (i) the
average of the daily closing sale prices for each of 15 trading days
immediately preceding such date (or such shorter number of days
during which such security has been listed or traded), if the
security has been listed on the New York Stock Exchange, the
American Stock Exchange or other national securities exchange or the
NASDAQ National Market for at least 10 trading days prior to such
date; (ii) if such security is not so listed or traded, the average
of the daily closing bid prices for each of the 15 trading days
immediately preceding such date (or such shorter number of days
during which such security had been quoted), if the security has
been quoted on a national over-the-counter market for at least 10
trading days; and (iii) otherwise, the value of the security most
recently determined as of a date within the six months preceding
such day by the Board of Directors of the Company in good faith.
(e) "Person" shall mean any corporation, association,
partnership, joint venture, trust, organization, business,
individual, government or political subdivision thereof or
governmental body.
14. Miscellaneous.
(a) Additional Parties. The parties hereto agree that
subsequent Persons who purchase B Units by executing a B Unit
Subscription Agreement shall, upon execution of a counterpart
signature page hereto, be added as a party to this B Unit Warrant
Agreement and have all rights and privileges of a Warrantholder and
be subject and bound by all the terms and conditions hereof as if
such subsequent party was one of the Warrantholders on the date
hereof.
(b) Amendments and Waivers. This B Unit Warrant
Agreement may be supplemented or amended only by a subsequent
writing signed by each of the parties hereto (or their successors or
permitted assigns), and any provision hereof may be waived only by a
written instrument signed by the party charged therewith, PROVIDED
THAT THE PROVISIONS OF THIS B UNIT WARRANT AGREEMENT MAY BE
SUPPLEMENTED, AMENDED OR WAIVED BY THE HOLDERS OF A MAJORITY (BASED
UPON THE ORIGINAL PRINCIPAL AMOUNTS OF THE B UNIT DEBENTURES) OF THE
B UNIT DEBENTURES, AND ANY SUCH SUPPLEMENTATION, AMENDMENT OR WAIVER
UNDERTAKEN BY THE HOLDERS OF A MAJORITY OF THE B UNIT DEBENTURES
SHALL BE BINDING UPON EACH WARRANTHOLDER.
(c) Counterparts. This B Unit Warrant Agreement may be
executed in counterparts and each such counterpart shall for all
purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
(d) Entire Agreement. This B Unit Warrant Agreement and
the other documents, instruments and agreements executed in
connection herewith constitute the entire agreement by, between and
among the parties as to the subject matter hereof and merges and
supersedes any prior discussions, understandings and agreements of
any and every nature by, between and among them as to the subject
matter hereof.
(e) Governing Law. THIS B UNIT WARRANT AGREEMENT SHALL
BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF
LAWS, RULES OR PRINCIPLES.
(f) Jurisdiction and Venue. ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO THIS B UNIT WARRANT AGREEMENT SHALL BE
BROUGHT IN THE COURTS OF NEW YORK COUNTY IN THE STATE OF NEW YORK OR
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK. THE PARTIES HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE
COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE
PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING RISING OUT OF OR
RELATING TO THIS SUBSCRIPTION B UNIT WARRANT AGREEMENT OR ANY
JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF BROUGHT IN ANY OF
THE ABOVE DESCRIBED COURTS AND HEREBY FURTHER IRREVOCABLY WAIVE ANY
CLAIM THAT ANY SUIT, ACTION OR PROCEEDING BROUGHT IN NEW YORK
COUNTY, NEW YORK, HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE
PARTIES, FURTHER, CONSENT TO SERVICE OF PROCESS IN ANY SUCH ACTION
OR LEGAL PROCEEDING BY MEANS OF REGISTERED MAIL OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, IN CARE OF THE ADDRESS SET FORTH IN THE B
UNIT SUBSCRIPTION AGREEMENT EXECUTED BY SUCH PARTY OR SUCH OTHER
ADDRESS AS EITHER PARTY MAY FURNISH IN WRITING TO THE OTHER,
PROVIDED PROCESS IS ACTUALLY RECEIVED.
(g) Notices. Unless otherwise provided, any notice
required or permitted by this B Unit Warrant Agreement shall be in
writing and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the United States
mail as certified or registered mail with postage prepaid, and
addressed to the party to be notified at such party's address as set
forth in the B Unit Subscription Agreement executed by such party or
as subsequently modified by written notice.
(h) Sections and Headings. The sections and headings
used in this B Unit Warrant Agreement are used for convenience only
and are not to be considered in construing or interpreting this B
Unit Warrant Agreement.
(i) Severability. If one or more provisions of this B
Unit Warrant Agreement are held to be unenforceable under applicable
law, such provision shall be automatically reformed so as to be
enforceable while as nearly as possible preserving the original
intent of the parties.
(j) Successors and Assigns. Except as otherwise
provided in this B Unit Warrant Agreement, the terms and conditions
of this B Unit Warrant Agreement shall inure to the benefit of and
be binding upon the respective permitted successors and assigns of
the parties. Nothing in this B Unit Warrant Agreement, express or
implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this B
Unit Warrant Agreement, except as expressly provided in this B Unit
Warrant Agreement.
(k) Termination. This B Unit Warrant Agreement (other
than Paragraph 7.(b) and Paragraph 14, and all related definitions,
all of which shall survive such termination) shall terminate on the
earlier of (i) the Warrant Expiration Date and (ii) the date on
which all B Unit Warrants have been exercised.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have duly executed
this B Unit Warrant Agreement as of the date first written above.
VISUAL BIBLE INTERNATIONAL, INC.,
By: /s/Xxxxxx Xxxxxx
Title: Executive Vice President
Warrantholder Counterpart Signature Page
WARRANTHOLDER:
/s/Warrantholder
______________________________________
Name of Warrantholder
By: ___________________________________
Title:_________________________________
FORM OF WARRANT CERTIFICATE
NEITHER THIS SECURITY NOR THE COMMON STOCK OF THE COMPANY ISSUABLE
UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY, SUCH COMMON
STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FORM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED
IN ACCORDANCE WITH, A B UNIT WARRANT AGREEMENT, DATED AS OF
____________, 2003, BETWEEN VISUAL BIBLE INTERNATIONAL, INC. AND THE
WARRANTHOLDERS SIGNATORY THERETO OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON
WRITTEN REQUEST TO VISUAL BIBLE INTERNATIONAL, INC.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE "RESALE DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (I) TO THE COMPANY; (II)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT; (III) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A; (IV) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT; (V) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT; OR (VI) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (IV), (V) OR (VI) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
WARRANT NUMBER ___________ NUMBER OF B UNIT WARRANTS _____________
WARRANT CERTIFICATE
VISUAL BIBLE INTERNATIONAL, INC.
This Warrant Certificate certifies that
______________________________________________, a
______________________________, or its registered assigns, is the
registered holder of _________ B Unit Warrants (the "Warrantholder")
to purchase shares (the "Warrant Shares"), of the common stock, par
value $.001 per share (the "Common Stock") of Visual Bible
International, Inc. (the "Company"). Each B Unit Warrant entitles
the holder, subject to the satisfaction of the conditions to
exercise set forth in Paragraph 7 of the B Unit Warrant Agreement
referred to below, to purchase from the Company, at any time or from
time to time, on or prior to 5:00 p.m., New York City time, on
December 31, 2007 (the "Warrant Expiration Date") one fully paid and
nonassessable Warrant Share at the Exercise Price as set forth in
the B Unit Warrant Agreement. The number of Warrant Shares for
which each Warrant is exercisable and the Exercise Price are subject
to adjustment as provided in the B Unit Warrant Agreement.
The B Unit Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of B Unit Warrants to purchase
Warrant Shares and are issued pursuant to a B Unit Warrant
Agreement, dated as of _____________, 2003 (the "B Unit Warrant
Agreement"), between the Company and Warrantholders signatory
thereto, which B Unit Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and
Warrantholder.
Warrantholder may exercise B Unit Warrants by surrendering
this Warrant Certificate, with the Election to Purchase, in the form
attached hereto, properly completed and executed, together with
payment of the aggregate Exercise Price, at the offices of the
Company. If upon any exercise of B Unit Warrants evidenced hereby
the number of B Unit Warrants exercised shall be less than the total
number of B Unit Warrants evidenced hereby, there shall be issued to
the holder hereof or its assignee a new Warrant Certificate
evidencing the number of B Unit Warrants not exercised.
This Warrant Certificate, when surrendered at the offices of
the Company, by the registered holder thereof in person, by legal
representative or by attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in
the B Unit Warrant Agreement, for one or more other Warrant
Certificates of like tenor evidencing in the aggregate a like number
of B Unit Warrants.
Warrantholder may transfer the B Unit Warrants evidenced by
this Warrant Certificate, in whole or in part, only in accordance
with Paragraph 5 of the B Unit Warrant Agreement.
The Company may deem and treat the registered holder hereof
as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone),
for the purpose of any exercise hereof and for all other purposes,
and the Company shall not be affected by any notice to the contrary.
(Signature Appears Next Page)
WITNESS the signatures of the duly authorized directors or
officers of the Company on this _______ day of ___________, 2003.
VISUAL BIBLE INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxx
Title: Chief Executive Officer
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise
_______________ of the B Unit Warrants evidenced by the attached
Warrant Certificate to purchase Warrant Shares, and herewith tenders
(or is concurrently tendering) payment for such Warrant Shares in an
amount determined in accordance with the terms of the B Unit Warrant
Agreement. The undersigned requests that a certificate representing
such Warrant Shares be registered in the name of
, whose
address is
,
and that such certificate be delivered to
, whose address
is
. If said
number of B Unit Warrants is less than the number of B Unit Warrants
evidenced by the Warrant Certificate, the undersigned requests that
a new Warrant Certificate evidencing the number of B Unit Warrants
evidenced by this Warrant Certificate that are not being exercised
be registered in the name of
, whose address is
, and that such
Warrant Certificate be delivered to
, whose
address is
.
Dated: ________________________, 200______.
Name of holder of Warrant Certificate:
______________________________________
(Please Print)
Address:
_______________________________________
_______________________________________
_______________________________________
Federal Tax Identification Number:
_______________________________________
(if applicable)
_______________________________________
Signature
NOTE: THE ABOVE SIGNATURE MUST CORRESPOND WITH THE NAME AS WRITTEN
IN THE FIRST SENTENCE OF THE ATTACHED WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER, AND IF THE CERTIFICATE EVIDENCING THE WARRANT SHARES OR
ANY WARRANT CERTIFICATE REPRESENTING B UNIT WARRANTS NOT EXERCISED
IS TO BE REGISTERED IN A NAME OTHER THAN THAT IN WHICH THIS WARRANT
CERTIFICATE IS REGISTERED, THE SIGNATURE ABOVE MUST BE GUARANTEED.
Signature Guaranteed: ______________________________Dated:
__________________, 200___
ASSIGNMENT
For value received,
__________________________________________________________ hereby
sells, assigns and transfers unto
_______________________________________, _______________ of the B
Unit Warrants evidenced by the attached Warrant Certificate,
together with all right, title and interest therein, and does hereby
constitute and appoint _____________________________________ as its
due and lawful attorney, to register the transfer of said B Unit
Warrants on the books of Visual Bible International, Inc., and to
execute a new Warrant Certificate in the name of
__________________________________, whose address is
________________________________________________________, evidencing
the number of B Unit Warrants so sold, assigned and transferred
hereby. If the number of B Unit Warrants sold, assigned or
transferred hereunder is less than the number of B Unit Warrants
evidenced by the attached Warrant Certificate, then the undersigned
requests that a new Warrant Certificate for an amount of B Unit
Warrants equal to the number of B Unit Warrants evidenced by the
attached Warrant Certificate that were not sold, transferred or
assigned be registered in the name of the undersigned.
Signed and delivered as a deed on
_________________, 200_______.
Name of holder of Warrant Certificate:
______________________________________
(Please Print)
Address:
_______________________________________
_______________________________________
_______________________________________
Federal Tax Identification Number:
_______________________________________
(if applicable)
_______________________________________
Signature
NOTE: THE ABOVE SIGNATURE MUST CORRESPOND WITH THE NAME AS WRITTEN
IN THE FIRST SENTENCE OF THE ATTACHED WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER, AND SUCH SIGNATURE MUST BE GUARANTEED.
Signature Guaranteed: ______________________________Dated:
__________________, 200___
