EXHIBIT 10.2
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
XXXXXXXXX.XXX, INC.
WARRANT
FOR THE PURCHASE OF COMMON STOCK
1. Issuance. For value received, the receipt of which is hereby
--------
acknowledged by XXXxxxxxx.xxx, Inc., a Nevada corporation (the "Company"),
Canaccord Capital Corporation, or registered assigns (the "Holder"), is hereby
granted the right to purchase, at any time until December 31, 2003 (the
"Expiration Date"), SEVENTEEN THOUSAND FIVE HUNDRED (17,500) fully paid and
nonassessable shares of the Company's common stock, par value $.001 (the "Common
Stock"), at the exercise price of $0.20 per share (the "Exercise Price").
2. Procedure for Exercise. Upon surrender of this Warrant with the annexed
----------------------
Notice of Exercise Form duly executed, together with payment of the Exercise
Price for the shares of Common Stock purchased, the Holder shall be entitled to
receive a certificate or certificates for the shares of Common Stock so
purchased.
3. Reservation of Shares. The Company hereby agrees that at all times
---------------------
during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").
4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence
-----------------------------
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.
5. No Rights as Shareholder. The Holder shall not, by virtue hereof, be
------------------------
entitled to any rights of a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.
6. Effect of Certain Transactions
------------------------------
6.1 Adjustments for Stock Splits, Stock Dividends Etc. If the number of
-------------------------------------------------
outstanding shares of Common Stock of the Company are increased or decreased by
a stock split, reverse stock split, stock dividend, stock combination,
recapitalization or the like, the Exercise Price and the number of shares
purchasable pursuant to this Warrant shall be adjusted proportionately so that
the ratio of (i) the aggregate number of shares purchasable by exercise of this
Warrant to (ii) the total number of shares outstanding immediately following
such stock split, reverse stock split, stock dividend, stock combination,
recapitalization or the like shall remain unchanged, and the aggregate purchase
price of shares issuable pursuant to this Warrant shall remain unchanged.
6.2 Expiration Upon Certain Transactions. If at any time the Company
------------------------------------
engages in a merger or consolidation of the Company in which the Company will
not survive and in which holders of the Company's Common Stock will receive
consideration at or above the Exercise Price, as adjusted, then this Warrant
will terminate 10 days from the Holder's receipt of written notice ("Notice")
from the Company of the completion of such a transaction. The Notice will inform
the Holder that the Warrant will terminate 10 days from the Holder's receipt of
the Notice. The Holder may exercise this Warrant within the 10-day period
pursuant to Section 2.
6.3 Adjustments for Reorganization, Mergers, Consolidations or Sales
----------------------------------------------------------------
of Assets. If at any time there is a capital reorganization of the Common Stock
---------
(other than a recapitalization, combination, or the like provided for elsewhere
in this Section 6) or merger or consolidation of the Company with another
corporation (other than one covered by Section 6.2), or the sale of all or
substantially all of the Company's properties and assets to any other person,
then, as a part of such reorganization, merger, consolidation or sale, provision
shall be made so that the Holder shall thereafter be entitled to receive upon
exercise of this Warrant (and only to the extent this Warrant is exercised), the
number of shares of stock or other securities or property of the Company, or of
the successor corporation resulting from such merger or consolidation or sale,
to which a holder of Common Stock, or other securities, deliverable upon the
exercise of this Warrant would otherwise have been entitled on such capital
reorganization, merger, consolidation or sale. In any such case, appropriate
adjustments shall be made in the application of the provisions of this Section 6
(including adjustment of the Exercise Price then in effect and number of Warrant
Shares purchasable upon exercise of this Warrant) which shall be applicable
after such events.
7. Transfer to Comply with the Securities Act. This Warrant has not been
------------------------------------------
registered under the Securities Act of 1933, as amended, (the "Securities Act")
and has been issued to the Holder for investment and not with a view to the
distribution of either the Warrant or the Warrant Shares. Neither this Warrant
nor any of the Warrant Shares or any other security issued or upon exercise of
this Warrant may be sold, transferred, pledged or hypothecated in the absence of
an effective registration statement under the Securities Act relating to such
security or an opinion of counsel satisfactory to the Company that registration
is not required under the Act. Each certificate for the Warrant, the Warrant
Shares and any other security issued or issuable upon exercise of this Warrant
shall contain a legend in form and substance satisfactory to counsel for the
Company, setting forth the restrictions on transfer contained in this Section.
8. Registration Rights. The Company agrees to offer the Holder the
-------------------
opportunity to include the Warrant Shares in any registration statement filed by
the Company before December 31, 2002 under the Securities Act in connection with
the registration of common shares issued pursuant to the Private Placement.
9. Notices. Any notice or other communication required or permitted
-------
hereunder shall be in writing and shall be delivered personally or sent by
certified, registered or express mail, postage pre-paid. Any such notice shall
be deemed given when so delivered personally, or if mailed, two days after the
date of deposit in the United States mails, as follows:
If to the Company, to:
XXXxxxxxx.xxx, Inc.
0000 Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxx XxXxxx, President
2
With a copy to:
Xxxx & Xxxxx Professional Corporation
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
If to the Holder, to:
Canaccord Capital Corporation
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attention: Xxxxx Xxxxxxx
Securities Department
Any party may designate another address or person for receipt of notices
hereunder by notice given to the other parties in accordance with this Section.
10. Supplements and Amendments; Whole Agreement. This Warrant may be
-------------------------------------------
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant contains the full understanding of the parties hereto with
respect to the subject matter hereof, and there are no representations,
warranties, agreements or understandings other than expressly contained herein.
11. Governing Law. This Warrant shall be deemed to be a contract made
-------------
under the laws of the Province of British Columbia and for all purposes shall be
governed by and construed in accordance with the laws of such Province
applicable to contracts to be made and performed entirely within such Province.
12. Counterparts. This Warrant may be executed in any number of
------------
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
13. Descriptive Headings. Descriptive headings of the several Sections of
--------------------
this Warrant are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.
14. Assignability. This Warrant or any part thereof may be hereafter
-------------
assigned by the Holder to any accredited investor executing documents reasonably
required by the Company. Any such assignment shall be binding on the Company and
shall inure to the benefit of any such assignee.
15. Currency. All references to dollar amounts herein refer to United
--------
States currency.
3
IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
December 31, 2001.
XXXXXXXXX.XXX, INC.
By: /s/ Xxxx XxXxxx
------------------------------------
Name: Xxxx XxXxxx
Title: President
4
