FORM OF COMMON SHARE ($1.50) WARRANT
Date: ,
NEITHER THIS WARRANT, NOR THE SHARES TO BE ISSUED UPON EXERCISE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES
ACT"), OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS (THE "STATE
SECURITIES LAWS"), AND THIS WARRANT HAS BEEN, AND THE COMMON SHARES TO BE ISSUED
UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR
FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER
DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 SECURITIES ACT AND COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS, OR
AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL,
THAT SAID REGISTRATION IS NOT REQUIRED UNDER THE 1933 SECURITIES ACT AND THAT
APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH.
TRANSFER AND VOTING OF THE SHARES PURCHASABLE BY THIS WARRANT ARE SUBJECT TO THE
TERMS OF A VOTING TRUST AGREEMENT DATED NOVEMBER 10 1998 AMONG THE HOLDER AND
OTHER INVESTORS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION.
This certifies that ("Purchaser" or "Holder"), [specify if individual or type of
entity and address/place of business], or any party to whom this Warrant is
assigned in compliance with the terms hereof (Purchaser and any such assignee
being hereafter sometimes referred to as "Holder"), is entitled to subscribe for
and purchase, during the period commencing at the date first set forth above and
ending at 5 p.m. Toronto, Ontario, local time, on the fifth (5th) anniversary of
such date, the number of shares of fully paid and nonassessable common shares
(the "Common Shares") of Officeland Inc. (the "Company"), an Ontario corporation
with its principal place of business at 312 Dolomite Drive, Suite 212, Toronto,
Ontario, M3J 2N2, that have an aggregate purchase price equal to the Aggregate
Price (as defined below). The purchase price of each such share shall be the
Warrant Price as defined below. This Warrant will be initially exercisable for
[specify number of shares equal to number shares issued/issuable to Holder upon
conversion of his shares of Class B Stock] Common Shares. This Warrant is issued
to Purchaser pursuant to the Restructured Purchase Agreement (as defined below).
ARTICLE I
DEFINITIONS
1.1 "Aggregate Price" shall mean [specify as product of (a) number of
shares issued/issuable to Holder upon conversion of his shares of Class
B Stock, multiplied by (b) $1.50 per Common Share
1.2 "Class A Stock" means the Class "A" Special Shares described in the
Articles of Amendment of the Company filed June 4, 1998;
1.3 "Class B Stock" means the Class "B" Special Shares described in the
Restructured Articles of Amendment;
1.4 "Common Share Equivalents" shall mean Convertible Securities and
Rights;
1.5 "Continuing Investors" means any one or more investors as may agree
from time to time to acquire Rights under the Restructured Purchase
Agreement;
1.6 "Convertible Securities"shall mean any evidences of indebtedness,
shares or other securities directly or indirectly convertible into or
exchangeable for Shares, other than any Rights excluded from the
definition of "Option" in Subsection 3.1(c)(i)(1);
1.7 "Effective Price" means the quotient obtained by dividing (i) Minimum
Consideration by (ii) Maximum Shares Upon Exercise;
1.8 "Initial Purchase Agreement" means the Senior Subordinated Unsecured
Convertible Notes Purchase Agreement made as of the 4th day of June,
1998 among Bassini, Playfair + Associates LLC, International Capital
Partners, Inc., the Company and other parties named therein as
"Purchasers" (a copy of which is attached as Exhibit B to the
Restructured Purchase Agreement), as amended by the Initial Purchase
Amending Agreement ;
1.9 "Initial Purchase Amending Agreement" means an amending agreement among
each of the parties to the Initial Purchase Agreement, made as of the
23rd day of October, 1998, a copy of which is attached as Exhibit C to
the Restructured Purchase Agreement;
1.10 "Maximum Shares Upon Exercise" means the maximum number of Common
Shares issuable under a Common Share Equivalent upon complete exercise
and full conversion of all Rights or Convertible Securities represented
thereby, computed without regard to contingent adjustments to the
number of shares issuable upon exercise and conversion (other than
adjustments caused solely by the passage of time which increase the
number of shares issuable upon exercise and conversion);
1.11 "Minimum Consideration" means the minimum aggregate consideration paid
or payable at any time for the purchase of the Common Share Equivalents
during the term of the Common Share Equivalents, and upon complete
exercise and full conversion of the Common Share Equivalents, computed
without regard to contingent adjustments to exercise or conversion
price (other than adjustments caused solely by the passage of time
which reduce such minimum aggregate consideration);
1.12 "Restructured Articles of Amendment" means the Company's Articles of
Amendment specifying the rights, privileges, restrictions and
conditions of the Class "B" Special Shares, a copy of which is attached
as Exhibit E to the Restructured Purchase Agreement;
1.13 "Restructured Purchase Agreement" means that certain Senior
Subordinated Unsecured Convertible Notes Purchase Agreement among the
Company, Purchasers and certain other investors entered into on
November 10, 1998;
1.14 "Restructured Rights Terms" has the meaning ascribed to it in the
Restructured Purchase Agreement;
1.15 "Rights" means Shares or rights, options or warrants to subscribe for,
purchase or otherwise acquire Shares or Convertible Securities;
1.16 "Shares" means shares of any class in the capital of the Company (other
than the Class A Stock) which may be authorized for issuance from time
to time by the Company; and
1.17 "Warrant Price" shall mean the price of a Common Share, as such amount
may be adjusted from time to time. The initial Warrant Price is One
Dollar and 50/100 Dollars ($1.50) per Common Share.
ARTICLE II
EXERCISE AND PAYMENT
2.1 Cash Exercise. The purchase rights represented by this Warrant may be
exercised by Holder, in whole or in part, by the surrender of this
Warrant at the principal office of the Company, and by the payment to
the Company, by certified, cashier's or other check acceptable to the
Company, of an amount equal to the Aggregate Price of the Common Shares
being purchased.
2.2 Net Issue Exercise. In lieu of exercising this Warrant pursuant to
Section 2.1, Holder may elect to receive the number of Common Shares
equal to the value of this Warrant (or of any portion thereof remaining
unexercised) by surrender of this Warrant at the principal office of
the Company together with notice of such election, in which event the
Company shall issue to Holder a number of Common Shares computed using
the following formula:
X = Y (A-B)
-------
A
Where X = the number of Common Shares to be issued to Holder.
Y = the number of Common Shares purchasable under this
Warrant (at the date of such calculation).
A = the fair market value of one Common Share (at the
date of such calculation).
B = Warrant Price (as adjusted to the date of such
calculation).
2.3 Fair Market Value. For purposes of this Section 2, fair market value of
one Common Share shall mean:
(i) The average of the closing prices of the Common Shares quoted
on the Nasdaq SmallCap Market or any exchange on which the
Common Shares are listed, whichever is applicable, as
published in the Eastern Edition of The Wall Street Journal
for the ten trading days prior to the date of determination of
fair market value; or
(ii) If the Common Shares are not traded on the Nasdaq SmallCap
Market or on an exchange, the per share fair market value of
the Common Shares shall be as determined by an independent
appraiser appointed in good faith by the Company's Board of
Directors. The cost of such appraisal shall be borne by the
Company.
2.4 Share Certificate. In the event of any exercise of the rights
represented by this Warrant, certificates for the Common Shares so
purchased shall be delivered to Holder within a reasonable time and,
unless this Warrant has been fully exercised or has expired, a new
Warrant representing the Aggregate Price with respect to which this
Warrant shall not have been exercised shall also be issued to Holder
within such time.
2.5 Automatic Exercise.
(i) To the extent this Warrant is not previously exercised, and if
the fair market value of one of the Common Shares, as
adjusted, is greater than the Warrant Price, this Warrant
shall be deemed automatically exercised in accordance with
Section 2.2 hereof (even if not surrendered) immediately
before its expiration. For purposes of such automatic
exercise, the fair market value of one share of the Common
Shares upon such expiration shall be the fair market value
determined pursuant to Section 2.3 above.
(ii) To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section 2.5, the
Company agrees to notify Holder within a reasonable period of
time of the number of Common Shares, if any, Holder is to
receive by reason of such automatic exercise.
2.6 Shares Fully Paid; Reservation of Shares. The Company covenants and
agrees that all Common Shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be fully
paid and non-assessable and free from all taxes, liens and charges with
respect to the issue thereof (excluding taxes based on the income of
Holder). The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized a sufficient
number of Common Shares as would be required upon the full exercise of
the rights represented by this Warrant.
2.7 Fractional Shares. No fractional Common Shares will be issued in
connection with any exercise hereof, but in lieu of a fractional share
upon complete exercise hereof, Holder may purchase a whole share at the
then effective Warrant Price.
ARTICLE III
CERTAIN ADJUSTMENTS OF NUMBER OF
SHARES PURCHASABLE AND WARRANT PRICE
The number and kind of securities purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:
3.1 Anti-Dilution.
(a) Adjustment for Recapitalization. If outstanding Common
Shares shall be subdivided into a greater number of shares or a dividend in
Common Shares shall be paid in respect of Common Shares, the Warrant Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding Common Shares shall be combined into a smaller number of shares,
the Warrant Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Warrant Price, the
number of Common Shares purchasable upon conversion shall be changed to the
number determined by dividing (i) an amount equal to the number of shares
issuable upon exercise immediately prior to such adjustment, multiplied by the
Warrant Price in effect immediately prior to such adjustment, by (ii) the
Warrant Price in effect immediately after such adjustment.
(b) Adjustment for Reorganization, Consolidation, Merger, etc. If there
shall occur any capital reorganization or reclassification of the Common Shares
(other than a change in par value or a subdivision or combination as provided
for in subsection 3.1(a) above), or any consolidation or merger of the Company
with or into another corporation, or a transfer of all or substantially all of
the assets of the Company, then, as part of any such reorganization,
reclassification, consolidation, merger or sale, as the case may be, lawful
provision shall be made so that the Purchaser shall have the right thereafter to
receive upon the exercise hereof the kind and number of shares or other
securities or property which such Purchasers would have been entitled to receive
if, immediately prior to any such reorganization, reclassification,
consolidation, merger or sale, as the case may be, such Purchaser had held the
number of Common Shares which were then purchasable upon the conversion of the
Class B Stock or exercise of the Warrants. In any such case, appropriate
adjustment (as reasonably determined by the Board of Directors of the Company)
shall be made in the application of the provisions set forth herein with respect
to the rights and interests thereafter of the Purchaser such that the provisions
set forth in this Section 3.1 including provisions with respect to adjustment of
the Warrant Price) shall thereafter be applicable, as nearly as is reasonably
practicable, in relation to any shares or other securities or property
thereafter deliverable upon the exercise.
Adjustments for Sale of Common Shares Below Warrant Price
(i) Special Definitions. For purposes of this
Subsection 3.1(c), the following definitions shall apply:
(1) "Option" shall mean Rights, excluding (i)
up to that number of
Rights granted to employees or consultants
of the Company pursuant to an option plan
adopted by the Board of Directors (subject
to appropriate adjustment for any stock
dividend, stock split, combination or other
similar recapitalization affecting such
shares) set forth in the Disclosure Schedule
to the Restructured Purchase Agreement; (ii)
Rights granted by the Company prior to the
Original Issue Date; (iii) any Rights
granted by the Company to the Continuing
Investors pursuant to the Restructured
Purchase Agreement, provided that the terms
attaching to such Rights are not materially
less favorable to the Company than the
Restructured Rights Terms; and (iv) for
greater certainty, any Common Shares issued
or to be issued by the Company as part of
the consideration paid or payable to the
vendors on the acquisition of any one or
more of DocuTEAM Inc., Telecom Corporation
of Chicago, Inc. or Eastern Equipment
Brokers, Inc.;
(2) "Original Issue Date" shall mean November
10, 1998;
(3) "Additional Common Shares" shall mean all
Common Shares issued (or, pursuant to
Subsection 3.1(c)(iii) below, deemed to be
issued) by the Company after the Original
Issue Date, other than Common Shares issued
or issuable:
a. by reason of a dividend, stock
split, split-up or other
distribution on Common Shares
issued (or pursuant to Subsection
3.1(c)(iii) below deemed to be
issued) by the Company after the
Original Issue Date; or
b. pursuant to or upon the exercise of
Rights excluded from the definition
of "Option" in Subsection
3.1(c)(i)(1).
(4) "Holders" shall mean the holders of
Warrants, from time to time, issued for so
long as such holders shall hold the
Warrants.
(ii) No Adjustment of Warrant Price. No
adjustment in the number of Common Shares into which the Warrant is exercisable
shall be made by adjustment in the applicable Warrant Price thereof; (i) unless
the consideration per share (determined pursuant to Subsection 3.1(c)(v)) for an
Additional Common Share issued or deemed to be issued by the Company is less
than the applicable Warrant Price in effect on the date of, and immediately
prior to, the issue of such Additional Shares of Common Shares, or (ii) if prior
to such issuance, the Company receives written notice from the Representative on
behalf of the holders of at least a majority of the Warrants or Class B Stock
agreeing that no such adjustment shall be made as the result of the issuance of
Additional Common Shares.
(iii) Issue of Securities / Deemed Issue of
Additional Common Shares.
(1) If the Company at any time or from time to
time after the Original
Issue Date shall issue any Options or
Convertible Securities or shall fix a record
date for the determination of holders of any
class of securities entitled to receive any
such Options or Convertible Securities, then
the maximum number of Common Shares (as set
forth in the instrument relating thereto
without regard to any provision contained
therein for a subsequent adjustment of such
number) issuable upon the exercise of such
Options or, in the case of Convertible
Securities and Options therefor, the
conversion or exchange of such Convertible
Securities, shall be deemed to be Additional
Common Shares issued as of the time of such
issue or, in case such a record date shall
have been fixed, as of the close of business
on such record date, provided that
Additional Common Shares shall not be deemed
to have been issued unless the consideration
per share (determined pursuant to Subsection
3.1(c)(v) hereof) of such Additional Common
Shares would be less than the applicable
Warrant Price in effect on the date of and
immediately prior to such issue, or such
record date, as the case may be.
(2) No further adjustment in the Warrant Price
shall be made upon the subsequent issue of
Convertible Securities or Common Shares upon
the exercise of such Options or conversion
or exchange of such Convertible Securities.
(3) If such Options or Convertible Securities by
their terms provide, with the passage of
time or otherwise, for any increase in the
consideration payable to the Company, or
decrease in the number of Common Shares
issuable, upon the exercise, conversion or
exchange thereof, the Warrant Price computed
upon the original issue thereof (or upon the
Occurrence of a record date with respect
thereto), and any subsequent adjustments
based thereon, shall, upon any such increase
or decrease becoming effective, be
recomputed to reflect such increase or
decrease insofar as it affects such Options
or the rights of conversion or exchange
under such Convertible Securities.
(4) No readjustment pursuant to clause (3) above
shall have the effect of increasing the
Warrant Price to an amount which exceeds the
lower of (i) the Warrant Price on the
original adjustment date, or (ii) the
Warrant Price that resulted from any other
issuance of Additional Common Shares between
the original adjustment date and such
readjustment date.
(5) Upon the expiration or termination of any
unexercised Option, the Warrant Price shall
not be adjusted and the Additional Common
Shares deemed issued as the result of the
original issue of such Option shall not be
deemed issued for the purposes of any
subsequent adjustment of the Warrant Price.
(6) In the event of any change in the number of
Common Shares issuable upon the exercise,
conversion or exchange of any Option or
Convertible Security, including, but not
limited to, a change resulting from the
anti-dilution provisions thereof, the
Warrant Price then in effect shall forthwith
be readjusted to such Warrant Price as would
have been obtained had the adjustment which
was made upon the issuance of such Option or
Convertible Security not exercised or
converted prior to such change been made
upon the basis of such change, but no
further adjustment shall be made for the
actual issuance of Common Shares upon the
exercise or conversion of any such Option or
Convertible Security.
(iv) Adjustment of Warrant Price Upon Issuance of
Additional Common Shares. In the event the Company shall at any time after the
Original Issue Date issue Additional Common Shares (including Additional Common
Shares deemed to be issued pursuant to Subsection 3.1(c)(iii), but excluding
shares issued upon a stock split or combination or as a dividend or distribution
as provided in Subsection 3.1(a)), without consideration or for a consideration
per share less than the applicable Warrant Price in effect on the date of and
immediately prior to such issue (adjusted, if applicable, in the event that the
Market Price Test or the Earnings Per Share Test described in section 6.13 of
the Initial Purchase Agreement have been applied), then, and in such event, such
Warrant Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest cent) determined by multiplying such Purchase Price
by a fraction, (i) the numerator of which shall be (a) the number of Common
Shares outstanding immediately prior to such issue plus (b) the number of Common
Shares which the aggregate consideration received by the Company for the total
number of Additional Common Shares so issued would purchase at such Warrant
Price; and (ii) the denominator of which shall be the number of Common Shares
outstanding immediately prior to such issue plus the number of such Additional
Common Shares so issued; provided that, for the purpose of this subsection
3.1(c)(iv), all Common Shares issuable upon exercise of the Warrants outstanding
immediately prior to such issue shall be deemed to be outstanding, and
immediately after any Additional Common Shares are deemed pursuant to Subsection
3.1(c)(iii) (other than shares excluded from the definition of "Additional
Common Shares"), such Additional Common Shares shall be deemed to be
outstanding.
Notwithstanding the foregoing, the applicable Warrant Price
shall not be so reduced at such time if the amount of such reduction would be an
amount less than $.01, but any such amount shall be carried forward and
reduction with respect thereto made at the time of and together with any
subsequent reduction which, together with such amount and any other amount or
amounts so carried forward, shall aggregate $.01 or more.
(v) Determination of Consideration. For
purposes of this Subsection 3.1(c), the consideration received by the Company
for the issue of any Additional Common Shares shall be computed as follows:
(i) Cash and Property: Such consideration shall:
(1) insofar as it consists of cash, be computed
at the aggregate of cash received by the
Company, excluding amounts paid or payable
for accrued interest or accrued dividends;
(2) insofar as it consists of property other
than cash, be computed at the fair market
value thereof at the time of such issue, as
determined in good faith by the Board of
Directors; and
(3) in the event Additional Common Shares are
issued together with other shares or
securities or other assets of the Company
for consideration which covers both, be the
proportion of such consideration so
received, computed as provided in clauses
(1) and (2) above, as determined in good
faith by the Board of Directors.
(ii) Options and Convertible Securities. The
consideration per share received by the Company for Additional Common Shares
deemed to have been issued pursuant to Subsection 3.1(c)(iii) relating to
Options and Convertible Securities shall be determined by dividing (x) the total
amount, if any, received or receivable by the Company as consideration for the
issue of such Options or Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such consideration) payable to the Company upon the exercise of
such Options or the conversion or exchange of such Convertible Securities, or in
the case of Options for Common Shares, the exercise of such Options for
Convertible Securities and the conversion or exchange of such Convertible
Securities, by (y) the maximum number of shares of Common Shares (as set forth
in the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.
(d) Certificate as to Adjustments. When any adjustment is required to
be made in the Warrant Price, the Company at its expense shall promptly compute
such adjustment in accordance with the terms of the Warrant and prepare a
certificate executed by two executive officers of the Company setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
The Company shall forthwith mail to the Purchaser a copy of such certificate.
Such certificate shall also set forth the kind and number of shares or other
securities or property into which this Warrant shall be exercisable following
the occurrence of any of the events specified in this Section 3.1.
(e) Fractional Shares. The Company shall not be required upon the
exercise of the Warrants to issue any fractional shares. In lieu of delivering
such fractional interest, the Company shall pay an amount to the Holder equal to
the fair market value of such fractional interest as of the date of exercise.
ARTICLE IV
TRANSFER, EXCHANGE AND LOSS
4.1 Transfer. This Warrant is transferable on the books of the Company at
its principal office by the registered Holder hereof upon surrender of
this Warrant properly endorsed, subject to compliance with federal and
state securities laws. The Company shall issue and deliver to the
transferee (also referred to as a "Holder") a new Warrant or Warrants
representing the Warrants so transferred. Upon any partial transfer,
the Company will issue and deliver to Holder a new Warrant or Warrants
with respect to the Warrants not so transferred. Notwithstanding the
foregoing, Holder shall not be entitled to transfer a number of shares
or an interest in this Warrant representing less than five percent (5%)
of the aggregate shares initially covered by this Warrant. Any
transferee shall be subject to the same restrictions on transfer with
respect to this Warrant as the Purchaser.
4.2 Securities Laws. Upon any issuance of shares of Common Shares upon
exercise of this Warrant, it shall be the Company's responsibility to
comply with the requirements of: (1) the 1933 Securities Act; (2) the
Securities Exchange Act of 1934, as amended; (3) any applicable listing
requirements of any national securities exchange; (4) any state
securities regulation or "Blue Sky" laws; and (5) requirements under
any other law or regulation applicable to the issuance or transfer of
such shares. If required by the Company, in connection with each
issuance of Common Shares upon exercise of this Warrant, the Holder
will give: (i) assurances in writing, reasonably satisfactory to the
Company, that such shares are not being purchased with a view to the
distribution thereof in violation of applicable laws, (ii) sufficient
information, in writing, to enable the Company to rely on exemptions
from the registration or qualification requirements of applicable laws,
if available, with respect to such exercise, and (iii) its cooperation
to the Company in connection with such compliance.
4.3 Exchange. This Warrant is exchangeable at the principal office of the
Company for Warrants to purchase Common Shares at the same Aggregate
Price purchasable hereunder, each new Warrant to represent the right to
purchase such number of Common Shares as the pro rata portion of the
Aggregate Price as Holder shall designate at the time of such exchange.
Each new Warrant shall be identical in form and content to this
Warrant, except for appropriate changes in the number of Common Shares
covered thereby, the Aggregate Price of such shares, the percentage
stated in Section 4.1 above, and any other changes which are necessary
in order to prevent the Warrant exchange from changing the respective
rights and obligations of the Company and the Holder as they existed
immediately prior to such exchange.
4.4 Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of, and the loss, theft,
destruction or mutilation of, this Warrant and (in the case of loss,
theft, or destruction) of indemnity satisfactory to it, and (in the
case of mutilation) upon surrender and cancellation hereof, the Company
will execute and deliver in lieu hereof a new Warrant.
ARTICLE V
HOLDER RIGHTS
5.1 No Shareholder Rights Until Exercise. No Holder, solely by virtue
hereof, shall be entitled to any rights as a shareholder of the
Company. Holder shall have all rights of a shareholder with respect to
securities purchased upon exercise hereof at the time of cash or net
issue exercise pursuant to Sections 2.1 and 2.2 hereof, or at the time
of automatic exercise hereof (even if not surrendered) pursuant to
Section 2.5 hereof.
ARTICLE VI
MISCELLANEOUS
6.1 Additional Covenants by the Company. The Company further covenants and
agrees that it will:
a. Give each Holder prompt written notice of any
intended changes to the composition of its capital
structure, whether by issuance of new securities or
otherwise;
b. Give each Holder written notice of any shareholders'
meeting and will allow a representative of each
Holder to attend such meetings;
c. Allow, upon reasonable notice and at reasonable
times, the inspection of its minute book and other
corporate records by a representative of the Holder;
d. Not engage, other than on arm's length terms, in any
transaction with any of its shareholders or
affiliates (as such term is defined under Rule 144
issued by the Securities and Exchange Commission
under the 1933 Securities Act, as amended);
e. Provide Holder, within fifteen (15) days after the
date of such filing, copies of all documents filed by
the Company with the Securities and Exchange
Commission including but not limited to all reports
on Forms 20-F, 10-K, 10-Q, 8-K, 6-K and their
exhibits.
6.2 Governmental Approvals. The Company will from time to time take all
action which may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and
authorities and securities acts filings under federal and state laws,
which may be or become requisite in connection with the issuance, sale,
and delivery of this Warrant, and the issuance, sale and delivery of
the Common Shares or other securities or property issuable or
deliverable upon exercise of this Warrant.
6.3 Governing Laws. It is the intention of the parties hereto that the
internal laws of the State of New York (irrespective of its choice of
law principles) shall govern the validity of this warrant, the
construction of its terms, and the interpretation and enforcement of
the rights
and duties of the parties hereto. Notwithstanding the foregoing, the
corporation laws of the Province of Ontario shall govern the procedural
and substantive matters pertaining to the due authorization, issuance,
delivery and exercise of this Warrant and the Common Shares upon
exercise hereof. Except as set forth below, the parties hereby agree
that any suit to enforce any provision of this Warrant arising out of
or based upon this Warrant or the business relationship between any of
the parties hereto shall be brought in the Supreme Court of the State
of New York. Each party hereby agrees that such courts shall have
personal jurisdiction and venue with respect to such party, and each
party hereby submits to the personal jurisdiction and venue of such
courts. In addition to the foregoing jurisdiction, Holder at its sole
option, may commence any such suit in any jurisdiction in which the
Company has a business office or is incorporated.
6.4 Binding Upon Successors and Assigns. Subject to, and unless otherwise
provided in, this Warrant, each and all of the covenants, terms
provisions, and agreements contained herein shall be binding upon, and
inure to the benefit of the permitted successors, executors, heirs,
representatives, administrators and assigns of the parties hereto.
6.5 Severability. If any one or more provisions of this Warrant, or the
application thereof, shall for any reason and to any extent be invalid
or unenforceable, the remainder of this Warrant and the application of
such provisions to other persons or circumstances shall be interpreted
so as best to reasonably effect the intent of the parties hereto. The
parties further agree to replace any such void or unenforceable
provisions of this Warrant with valid and enforceable provisions which
will achieve, to the extent possible, the economic, business and other
purposes of the void or unenforceable provisions.
6.6 Default, Amendment and Waivers. This Warrant may be amended upon the
written consent of the Company and the Holder. The waiver by a party of
any breach hereof for default in payment of any amount due hereunder or
default in the performance hereof shall not be deemed to constitute a
waiver of any other default or any succeeding breach or default.
6.7 No Waiver. The failure of any party to enforce any of the provisions
hereof shall not be construed to be a waiver of the right of such party
thereafter to enforce such provisions.
6.8 Attorneys' Fees. Should suit be brought to enforce or interpret any
part of this Warrant, the prevailing party shall be entitled to
recover, as an element of the costs of suit and not as damages,
reasonable attorneys fees to be fixed by the court (including without
limitation, costs, expenses and fees on any appeal). The prevailing
party shall be the party entitle to recover its costs of suit,
regardless of whether such suit proceeds to final
judgment. A party not entitled to recover its costs shall not be
entitled to recover attorneys' fees. No sum for attorneys' fees shall
be counted in calculating the amount of a judgment for purposes of
determining if a party is entitled to recover costs or attorneys' fees.
6.9 Notices. Whenever any party hereto desires or is required to give any
notices, demand, or request with respect to this Warrant, each such
communication shall be in writing and shall be effective only if it is
delivered by personal service, sent by facsimile or mailed, United
States certified mail, overnight service, postage prepaid, return
receipt requested, or Canadian registered mail, postage prepaid, return
receipt requested, addressed as follows:
Company: Officeland Inc.
312 Dolomite Drive
Suite 212
Toronto, Ontario
M3J 2N2
Fax No. (416) 736-8445
Holder:
Fax No. ( )
Such communication shall be effective when they are personally
delivered, or faxed, to the addressee thereof; but if sent by certified
mail or registered mail in the manner set forth above, they shall be
effective one business day after being deposited in the United States
mail or two business days after being deposited in the Canadian mail.
Any party may change its address for such communications by giving
notice thereof to the other party in conformity with this Section.
6.10 Time. Time is of the essence of this Warrant.
6.11 Construction of Warrant. This Warrant has been negotiated by the
respective parties hereto and their attorneys and the language hereof
shall not be construed for or against any party.
6.12 No Endorsement. Holder understands that no federal or state securities
administrator has made any finding or determination relating to the
fairness of investment in the Company or purchase of the Common Shares
hereunder and that no federal or state securities administrator has
recommended or endorsed the offering of securities by the Company
hereunder.
6.13 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the
masculine, feminine or neuter, singular or plural, as the identity of
the person, persons, entity or entities may require.
6.14 Currency. All dollar amounts referred to or contemplated herein shall
be in American funds.
6.15 Further Assurances. Each party agrees to cooperate fully with the other
parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be
reasonably requested by any other party to better evidence and reflect
the transactions described herein and contemplated hereby, and to carry
into effect the intents and purposes of this Warrant.
COMPANY:
OFFICELAND INC.
By:
Name:
Title: