Exhibit 10.11
416,668 Common Shares Void after
Par Value of U.S. $0.01 April 22, 2001.
SHARE PURCHASE WARRANT
BINGO.COM, INC.
(the "Company")
This is to certify that, for value received, GOLDBERG EQUITY FUND (the "Warrant
Holder") of 2001 Leeward Hwy., Providenciales, Turks & Caicos Islands, has the
right to purchase from the Company, upon and subject to the terms and conditions
hereinafter referred to, 416,668 common shares having a par value of U.S. $0.01
per share (the "Shares") in the capital of the Company. The Shares may be
purchased at a price of U.S. $12.00 per Share at any time up to 5:00 p.m. local
time in Vancouver, B.C. on April 22, 2000 and at a price of U.S.$15.00 per Share
at any time up to 5:00 p.m. local time in Vancouver, B.C. on April 22, 2001. The
right to purchase the Shares may be exercised in whole or in part, by the
Warrant Holder only, at the prices set forth above (the "Exercise Price") within
the times set forth above by:
(a) completing and executing the Subscription Form attached hereto for the
number of the Shares which the Warrant Holder wishes to purchase, in
the manner therein indicated;
(b) surrendering this Warrant Certificate, together with the completed
Subscription Form, to Interwest Transfer Company, Inc., 1981 E. 4800
South, Ste. 100, Salt Lake City, Utah 84117, (the "Transfer Agent");
and
(c) paying the appropriate Exercise Price, in United States funds, for the
number of the Shares of the Company subscribed for, either by
certified cheque or bank draft or money order payable to the Company
in Vancouver, British Columbia or such other address as the Company
may advise by written notice to the address of the Warrant Holder set
forth above.
Upon surrender and payment, the Company shall issue to the Warrant Holder or to
such other person or persons as the Warrant Holder may direct, the number of the
Shares subscribed for and will deliver to the Warrant Holder, at the address set
forth on the subscription form, a certificate or certificates evidencing the
number of the Shares subscribed for. If the Warrant Holder subscribes for a
number of Shares which is less than the number of Shares permitted by this
warrant, the Company shall forthwith cause to be delivered to the Warrant Holder
a further Warrant Certificate in respect of the balance of Shares referred to in
this Warrant Certificate not then being subscribed for.
In the event of any subdivision of the common shares of the Company (as such
common shares are constituted on the date hereof) into a greater number of
common shares while this warrant is outstanding, the number of Shares
represented by this warrant shall thereafter be deemed to be subdivided in like
manner and the Exercise Price adjusted accordingly, and any subscription by the
Warrant Holder for Shares hereunder shall be deemed to be a subscription for
common shares of the Company as subdivided.
In the event of any consolidation of the common shares of the Company (as such
common shares are constituted on the date hereof) into a lesser number of common
shares while this warrant is outstanding, the number of Shares represented by
this warrant shall thereafter be deemed to be consolidated in like manner and
the Exercise Price adjusted accordingly, and any subscription by the Warrant
Holder for
Shares hereunder shall be deemed to be a subscription for common shares of the
Company as consolidated.
In the event of any capital reorganization or reclassification of the common
shares of the Company or the merger or amalgamation of the Company with another
corporation at any time while this warrant is outstanding, the Company shall
thereafter deliver at the time of purchase of the Shares hereunder the number of
common shares the Warrant Holder would have been entitled to receive in respect
of the number of the Shares so purchased had the right to purchase been
exercised before such capital reorganization or reclassification of the common
shares of the Company or the merger or amalgamation of the Company with another
corporation.
If at any time while this, or any replacement, warrant is outstanding:
(a) the Company proposes to pay any dividend of any kind upon its common shares
or make any distribution to the holders of its common shares;
(b) the Company proposes to offer for subscription pro rata to the holders of
its common shares any additional shares of stock of any class or other
rights;
(c) the Company proposes any capital reorganization or classification of its
common shares or the merger or amalgamation of the Company with another
corporation; or
(d) there is a voluntary or involuntary dissolution, liquidation or winding-up
of the Company;
The Company shall give to the Warrant Holder at least seven days prior written
notice (the "Notice") of the date on which the books of the Company are to close
or a record is to be taken for such dividend, distribution or subscription
rights, or for determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, amalgamation, dissolution, liquidation
or winding-up. The Notice shall specify, in the case of any such dividend,
distribution or subscription rights, the date on which holders of common shares
of the Company will be entitled to exchange their common shares for securities
or other property deliverable upon any reorganization, reclassification,
consolidation, merger, amalgamation, sale, dissolution, liquidation or
winding-up, as the case may be. Each Notice shall be delivered by hand,
addressed to the Warrant Holder at the address of the Warrant Holder set forth
above or at such other address as the Warrant Holder may from time to time
specify to the Company in writing.
The holding of this Warrant Certificate or the Warrants represented hereby does
not constitute the Warrant Holder a member of the Company.
Nothing contained herein confers any right upon the Warrant Holder or any other
person to subscribe for or purchase any Shares of the Company at any time
subsequent to 5:00 p.m. local time in Vancouver, B.C. on April 22, 2001 and from
and after such time, this Warrant and all rights hereunder will be void.
The Warrants represented by this Warrant Certificate are non-transferable. Any
common shares issued pursuant to this Warrant will bear the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED ONLY (i) TO THE COMPANY; (ii)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE 1933
ACT; (iii) IN
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ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT
IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE
STATE SECURITIES LAWS, PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER OR
ASSIGNMENT, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM
ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION
PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT."
Time will be of the essence hereof.
This Warrant Certificate is not valid for any purpose until it has been signed
by the Company.
IN WITNESS WHEREOF, the Company has caused its common seal to be hereto affixed
and this warrant certificate to be signed by one of its directors as of the 23rd
day of April, 1999.
BINGO.COM, INC.
Per:
- ----------------------------------
Darren Little, Director
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SUBSCRIPTION FORM
To: Bingo.com, Inc. (the "Company")
And to: the directors thereof.
Pursuant to the Share Purchase Warrant made the 23rd day of April, 1999, the
undersigned hereby subscribes for and agrees to take up o common shares having a
par value of U.S. $0.01 (the "Shares") in the capital of the Company, at a price
of U.S. $o per Share for the aggregate sum of $o (the "Subscription Funds"), and
encloses herewith a certified cheque, bank draft or money order payable to the
Company in full payment of the Shares.
The undersigned hereby requests that:
(a) the Shares be allotted to the undersigned;
(b) the name and address of the undersigned as shown below be entered in the
registers of members and allotments of the Company;
(c) the Shares be issued to the undersigned as fully paid and non-assessable
common shares of the Company; and
(d) a share certificate representing the Shares be issued in the name of the
undersigned.
Dated this ---- day of ----------------, 19--.
DIRECTION AS TO REGISTRATION:
(Name and address exactly as you wish them to appear on your share certificate
and in the register of members.)
Full Name(1): ------------------------------------------------------------------
Full Address: ------------------------------------------------------------------
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Signature of Subscriber(1): ----------------------------------------------------
Signature of Subscriber(1) guaranteed by:
If the name above differs from
the name of the Subscriber, then
please complete the following
guarantee: -----------------------------------------
Authorized Signature Number
NOTE: The signature to this subscription form must correspond with the name as
recorded on the warrant certificate in every particular without alteration or
enlargement or any change whatever. The signature of the person executing this
power must be guaranteed in a manner satisfactory to the Company's transfer
agent.