Exhibit 4.5
[FORM OF GLOBAL CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ODD BURGER CORPORATION
WARRANT CERTIFICATE
NOT EXERCISABLE AFTER ______, 2028
This certifies that the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth below. Each Warrant entitles its registered holder to purchase from Odd Burger Corporation, a corporation formed under the laws of the province of British Columbia (the “Company”), at any time prior to 5:00 p.m. (New York City time) on ________, 2028, one common share, no par value, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of US$___ per share, subject to possible adjustments as provided in the Warrant Agreement (as defined below).
This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States of America.
The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement dated as of _______, 2023 (the “Warrant Agreement”) between the Company and [WARRANT AGENT] (the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant Agent.
This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.
WITNESS the facsimile signature of a proper officer of the Company.
| ODD BURGER CORPORATION | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Dated: _________________ | ||||
| Countersigned: | ||||
| [WARRANT AGENT], | ||||
| As Warrant Agent | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
PLEASE DETACH HERE
——————————————————————————————————————
Certificate No.:_________ Number of Warrants:__________
WARRANT CUSIP NO.: ___________
| [ISSUER] | |
| [Name & Address of Holder] | _______________________, Warrant Agent |
| By Mail: | |
| By hand or overnight courier: | |
