Share Purchase Warrant
To
Subscribe for and Purchase Common Shares of
Xxxxxx
Laser Inc.
THIS
CERTIFIES
that,
for value received, _____________ (or registered assigns succeeding to ownership
hereof pursuant to the provisions of paragraph 2 hereof) is entitled to
subscribe for and purchase from Xxxxxx
Laser Inc.,
a
corporation organized and existing under the laws of Nevada
(the
“Corporation”), for a total purchase price of $0.15
per
share,
at any
time from the date hereof to September
28, 2011,
up to
_______ Common Shares (as defined below) in the capital of the Corporation
as
fully paid and non-assessable Common Shares of the Corporation, subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth.
| 1. |
Exercise
of Warrants.
The rights represented by this Warrant may be exercised by the holder
hereof, in whole or in part (but not as to a fractional share of
a Common
Share), by the surrender of this Warrant, with the attached Purchase
Form
duly executed, at the principal office of the Corporation at 00
Xxxxxxxxxxx Xx., Xxxxxxxx, XX 00000
(or such other office or agency of the Corporation as it may designate
by
notice in writing to the holder hereof at the address of such holder
appearing on the books of the Corporation at any time during the
period
within which the rights represented by this warrant may be exercised)
and
upon payment to it for the account of the Corporation, by cash or
by
certified or bank cashier’s cheque, of the purchase price. The Corporation
agrees that the shares so purchased shall be and be deemed to be
issued to
the holder hereof as the record owner 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 as aforesaid. Certificates for the shares
so
purchased shall be delivered to the holder hereof within a reasonable
time, not exceeding ten (10) days, after the rights represented by
this
Warrant shall have been so exercised and, unless this Warrant has
expired,
a new Warrant representing the number of shares, if any, with respect
to
which this Warrant shall not then have been exercised shall also
be issued
to the holder hereof within such
time.
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| 2. |
Transferability
of Warrant.
This Warrant is transferable on the books of the Corporation at its
office
described above by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the Purchase
Form
attached hereto, duly executed. Upon the surrender of this Warrant
to the
Corporation in proper form for transfer, as required hereby, the
Corporation shall issue a new warrant or new warrants in the same
form and
of like tenor as this Warrant representing the right to subscribe
for and
purchase, in the aggregate, the number of Common Shares which may
be
subscribed for and purchased hereunder and, individually, the number
of
Common Shares the right to purchase which has been so transferred
to each
transferee and which has been retained by the transferor, if
any.
|
| 3. |
Covenants
of the Corporation.
The Corporation hereby agrees as
follows:
|
| (a) |
all
shares which may be issued upon the exercise of the rights represented
by
this Warrant will, upon issuance, be validly issued, fully paid and
non-assessable and free from any and all taxes, liens and charges
with
respect to the issue thereof.
|
| (b) |
during
the period within which the rights represented by this Warrant may
be
exercised, the Corporation will at all times have authorized and
reserved
a sufficient number of its Common Shares to provide for the exercise
of
the rights represented by this
Warrant.
|
| (c) |
in
the event the Corporation files a prospectus in order to become a
Reporting Issuer, the Corporation shall include in such prospectus
a full
disclosure and qualification with respect to all of the shares which
may
be issued upon the exercise of the rights represented by this Warrant,
such that all of the shares which may be issued upon the exercise
of the
rights represented by this Warrant will be qualified by the
prospectus.
|
| (d) |
the
Corporation will carry on and conduct is business in a proper, efficient
and businesslike manner and in accordance with good business practice;
will keep or cause to be kept proper books of account in accordance
with
generally accepted accounting practice; and will, if and whenever
required
in writing by the holder of this Warrant, provide to the holder of
this
Warrant all annual statements of the Corporation furnished to its
shareholders after the date hereof.
|
| 4. |
Adjustment
of Subscription Rights.
The above provisions are, however, subject to the
following:
|
| (a) |
if
shares of the Corporation are reclassified or the capital is otherwise
reorganized and if the holder of this Warrant has not exercised its
right
of purchase prior to the effective date of such capital reorganization,
upon the exercise of such right the holder of this Warrant shall
be
entitled to receive and shall accept in lieu of the number of shares
then
subscribed for by it but for the same aggregate consideration payable
therefor, the number of shares or other securities of the Corporation
resulting from such capital reorganization that such holder would
have
been entitled to receive on such capital reorganization if, on the
effective date hereof, it had been the registered holder of the number
of
shares so subscribed for.
|
| (b) |
if
there is a consolidation, amalgamation or merger of the Corporation
or a
sale of the property and assets of the Corporation as or substantially
as
an entirety to any other company, and if the holder of this warrant
has
not exercised its right of purchase prior to the effective date of
such
consolidation, amalgamation, merger or sale, upon the exercise of
such
right the holder of this Warrant shall be entitled to receive and
shall
accept in lieu of the number of shares then subscribed for by it
but for
the same aggregate consideration payable therefor, the number of
shares or
other securities or property of the Corporation or of the company
resulting from such merger, amalgamation or consolidation or to which
such
sale may be made, as the case may be, that such holder would have
been
entitled to receive on such consolidation, amalgamation, merger or
sale
if, on the record date or the effective date thereof, as the case
may be,
it had been the registered holder of the number of shares so subscribed
for. In any case, the necessary adjustments shall be made in the
application of the provisions set forth in this Warrant with respect
to
the rights and interests hereafter of the holder of the Warrant to
the end
that the provisions set forth in this Warrant shall thereafter
correspondingly be made applicable, as nearly as may reasonably be,
in
relation to any shares or other securities or property to which the
holder
hereof is entitled on the exercise of its purchase rights thereafter.
Any
such adjustment shall be made by and set forth in a supplemental
Warrant
entered into and approved by the board of directors of the Corporation
and
shall for all purposes hereof be conclusively deemed to be an appropriate
adjustment.
|
| (c) |
the
adjustments provided for in this paragraph 4 are cumulative. After
any
adjustment pursuant to this paragraph, the term “shares” where used in the
preceding subparagraphs of this paragraph 4 shall be interpreted
to mean
the shares which, as a result of all previous adjustments pursuant
to this
paragraph, the holder hereof would have been entitled to receive
upon the
exercise of this Warrant, and the number of shares indicated in any
subscription made pursuant to this Warrant shall be interpreted to
mean
the number of shares which, as a result of all previous adjustments
pursuant to this paragraph, the holder hereof would have been entitled
to
receive upon the full exercise of this Warrant entitling the holder
thereof to purchase the number of shares so
indicated.
|
| (d) |
if
any question arises with respect to the adjustment provided for in
this
paragraph, such question shall be referred to the auditors of the
Corporation and their determination shall be binding upon the Corporation
and the holder of this Warrant.
|
| 5. |
Authorized
Shares.
As a condition precedent to the taking of any action which would
require
an adjustment pursuant to paragraph 4 of this Warrant, the Corporation
shall take any corporate action which may be necessary in order that
the
Corporation has issued and reserved in its authorized capital and
may
validly and legally issue as fully paid and non-assessable, all of
the
shares which the holder of this Warrant is entitled to receive on
the full
exercise hereof.
|
| 6. |
Callable
Warrant.
The Corporation shall have the right to call this Warrant in for
exercise,
when and if, the Corporation’s common shares trade a t a bid price of
$0.25 or better at the close of each trading day for (30) consecutive
trading days within the (60) month exercise period. Any Warrant holder
can
elect not to exercise, but in the case of a warrant call by the
Corporation, the Corporation, in its sole discretion, will have the
right
to cancel, for no cash consideration, that holders Warrant, if not
exercised.
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| 7. |
Common
Shares.
As used herein the term “Common Shares” shall mean and include the common
shares of the Corporation authorized on the date of the original
issue of
the Warrants and shall also include any shares of any class of the
Corporation thereafter authorized which shall not be limited to a
fixed
sum or percentage in respect of the rights of the holders thereof
to
participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of
the
Corporation; provided, however, that the shares purchasable pursuant
to
this Warrant shall include only shares of such class referred to
in the
first paragraph hereof and designated as Common Shares in the
Corporation’s Articles of Incorporation on the date of the original issue
of this Warrant or, in case of any reorganization, reclassification,
amalgamation or sale of assets of the character referred to in paragraph
4
hereof, the shares, securities or assets provided for in such
paragraph.
|
| 8. |
No
Fractional Shares.
Upon the exercise of this Warrant, whether in whole or in part, the
Corporation shall not be required to issue any fractional shares
or script
certificates evidencing any fractional interest in shares. In any
case
where, pursuant to the terms of this Warrant, the holder hereof would
be
entitled, except for the provisions of this paragraph 8, to receive
a
fractional share, the number of shares issuable upon such exercise
shall
be rounded to the next larger whole share if, but only if, such fractional
share interest is one-half (1/2) or greater; if such fractional share
interest is less than one-half (1/2), it shall be
disregarded..
|
| 9. |
Mutilated
or Missing Warrants.
Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Warrant and, in the case
of any
such loss, theft or destruction, upon delivery of a bond or indemnity
satisfactory to the Corporation, or, in the case of any such mutilation,
upon surrender or cancellation of this Warrant, the Corporation will
issue
to the holder hereof a new warrant of like tenor, in lieu of this
Warrant,
representing the right to subscribe for and purchase the number of
Common
Shares which may be subscribed for and purchased
hereunder.
|
| 10. |
Governing
Law.
This Warrant shall be governed by and construed in accordance with
the
laws of the State of New Jersey and the laws of the United States
of
America applicable therein.
|
IN
WITNESS WHEREOF,
the
Corporation has caused this Warrant to be signed by its duly authorized officer
and this Warrant to be dated September 28, 2006.
|
|
|||
|
Name: Xxxxxxx
X Xxxxx
Title: President
and CEO
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|||
Purchase
Form
[to
be
signed only upon Exercise of this Warrant]
The
undersigned hereby exercises the within Warrant for the purchase
of Common
Shares covered by such warrant and in accordance with the terms and conditions
thereof, and herewith makes payment of the exercise price in full.
The
Corporation is instructed to issue certificates for such shares and any new
Warrant to which the undersigned may be entitled on partial exercise hereof
in
the name of the undersigned and to deliver the same at the address
indicated.
Name:
Social
Security
Number:
Address:
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Purchaser’s
Signature
|
Signature
Guaranteed By:
|
[Signature
must conform exactly with the name
of
the
registered owner on the front of this Warrant
and
must
be signed and guaranteed by a
financial
institution satisfactory to the Corporation]
Assignment
Form
FOR
VALUE RECEIVED,
the
undersigned hereby sells, assigns and transfers unto the
rights represented by the attached Warrant of Xxxxxx Laser Inc. (the
"Corporation") and appoints the Secretary of the Corporation attorney to
transfer said rights on the books of said Corporation, with full power of
substitution in the premises.
Dated:
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Witness
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