Exhibit 4.7
________________________________________________________________________________
WARRANT TO PURCHASE COMMON STOCK
OF
inFOREtech Wireless Technology Inc.
________________________________________________________________________________
THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE PURSUANT TO THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
FOR VALUE RECEIVED
inFOREtech Wireless Technology Inc., a Nevada corporation (the "Company"),
grants the following rights to TMR Investments 1, L.L.C., having an address at
c/o 10900 N.E. 8/th/ Street, Bellevue, Washington, 98004 ("Holder").
ARTICLE 1. DEFINITIONS
As used herein, the following terms shall have the following meanings, unless
the context shall otherwise require:
(a) "Common Stock" shall mean the Class A Equity Voting Stock, $0.001 par
value per share, of the Company.
(b) "Corporate Office" shall mean the office of the Company (or its
successor) at which at any particular time its principal business
shall be administered, which office is located at the date hereof at
Suite 214, 5500 - 152/nd/ Street, Surrey, B.C., Canada, V3S 8E7.
(c) "Exercise Date" shall mean any date upon which the Holder shall give
the Company a Notice of Exercise, which shall be deemed the date of
the Notice of Exercise was first deposited in the US Mails, if mailed,
or the date received by the courier company if delivered by recognized
courier company, or the date received by the Company if otherwise
given or delivered.
(d) "Exercise Price" shall mean the price to be paid to the Company for
each share of Common Stock to be purchased upon exercise of this
Warrant in accordance with the term hereof which shall be US$2.00 per
share.
(e) "Expiration Date" shall mean 5:00 PM (Pacific Standard time) on the
31/st/ day of December 2001, if a business day, or the next succeeding
business day thereafter.
(f) "SEC" shall mean the United States Securities and Exchange Commission.
(g) "Extraordinary Event" shall mean (i) the merger or consolidation of
the Company with or into another entity; (ii) the sale of all or
substantially all of the Company's assets, or (iii) the firm
commitment by an underwriter to engage in a public or private offering
of the Company's securities which would result in gross proceeds to
the Company of a minimum of Ten Million Dollars ($10,000,000).
ARTICLE 2. EXERCISE
2.1 Exercise of Warrant
This warrant shall entitle Holder to purchase up to 230,000 shares of
Common Stock (the "Shares") at the Exercise Price. This Warrant shall be
exercisable at any time and from time to time prior to the Expiration Date
(the "Exercise Period"). This Warrant and the right to purchase Shares
hereunder shall expire and become void at the Expiration Date.
2.2 Acceleration of Exercise Period
The Company shall have the right, at any time upon the occurrence of an
Extraordinary Event, to accelerate the Exercise Period by sending to the
Holder, at the Holder's address written above, a Notice of Acceleration in
substantially the form attached as Appendix I hereto (the "Notice"). In the
event the Company does accelerate the Exercise Period, the Holder shall
have twenty (20) days from the date the Holder receives the Notice within
which to exercise this Warrant in the manner provided for in Section 2.3,
after which time this Warrant and the right to purchase the Shares
hereunder, to the extent not previously exercised, shall expire and become
void. The Holder shall be deemed to have received the Notice five (5) days
after the date the Notice is deposited in the U.S. Mails.
2.3 Manner of Exercise
(a) Holder may exercise this Warrant at any time and from time to time
during the Exercise Period, in whole or in part (but not in
denominations of fewer than 5,000 Shares, except upon an exercise of
this Warrant with respect to the remaining balance of Shares
purchasable hereunder at the time of exercise), by delivering to the
Company at its Corporate Office (i) a duly executed Notice of Exercise
in substantially the form attached as Appendix II hereto and (ii) a
bank cashier's or certified check for the aggregate Exercise Price of
the Shares being purchased.
(b) From time to time upon exercise of this Warrant, in whole or part, in
accordance with its terms, the Company will cause its transfer agent
to countersign and deliver stock certificates to the Holder
representing the member of Shares being purchased pursuant to such
exercise, subject to adjustment as described herein.
(c) Promptly following any exercise of this Warrant, if the Warrant has
not been fully exercised and has not expired, the Company will deliver
to the Holder a new Warrant for the balance of the Shares covered
hereby.
2.4 Termination
All rights of the Holder in this Warrant, to the extent they have not been
exercised. shall terminate on the Expiration Date.
2.5 No Right Prior to Exercise
Prior to its exercise pursuant to Section 2.3 above, this Warrant shall not
entitle the Holder to any voting or other rights as holder of Shares.
2.6 Adjustments
In case of any reclassification, capital reorganization, stock dividend, or
other change of outstanding shares of Common Stock, or in case of any
consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization, stock dividend, or other change of outstanding
shares of Common Stock), or in case of any sale or conveyance to another
corporation of the property of the Company as, or substantially as, an
entirety (other than a sale/leaseback, mortgage or other financing
transaction), the Company shall cause effective provision to be made so
that the Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and number of shares of stock or other
securities or property (including cash) receivable upon such
reclassification, capital
reorganization, stock dividend, or other change, consolidation, merger,
sale or conveyance as the Holder would have been entitled to receive had
the Holder exercised this Warrant in full immediately before such
reclassification, capital reorganization, stock dividend, or other change,
consolidation, merger, sale or conveyance. Any such provision shall include
provision for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 2.6. The
foregoing provisions shall similarly apply to successive reclassifications,
capital reorganizations, stock dividends, and other changes of outstanding
shares of Common Stock and to successive consolidations, mergers, sales or
conveyances.
2.7 Fractional Shares
No fractional Shares shall be issuable upon exercise or conversion of this
Warrant and the number of Shares to be issued shall be rounded down to the
nearest whole Share.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY
3.1 Representations and Warranties
The Company hereby represents and warrants to the Holder as follows:
(a) All Shares which may be issued upon the exercise of the purchase right
represented by this Warrant shall, upon issuance, be duly authorized,
validly issued, fully-paid and nonassessable, and free of any liens
and encumbrances except for restrictions on transfer provided for
herein or under applicable federal and state securities laws, and not
subject to any pre-emptive rights.
(b) The Company is a corporation duly organized and validly existing under
the laws of Nevada, and has the full power and authority to issue this
Warrant and to comply with the terms hereof. The execution, delivery
and performance by the Company of its obligations under this Warrant,
including, without limitation, the issuance of the Shares upon any
exercise of the Warrant, have been duly authorized by all necessary
corporate action. This Warrant has been duly executed and delivered by
the Company and is a valid and binding obligation of the Company,
enforceable in accordance with its terms, except as enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or
similar laws affecting enforceability of creditors' rights generally
and except as the availability of the remedy of specific enforcement,
injunctive relief or other equitable relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.
(c) The Company is not subject to or bound by any provision of any
certificate or articles of incorporation or by-laws, mortgage, deed of
trust, lease, note, bond, indenture, other instrument or agreement,
license, permit, trust, custodianship, other restriction or any
applicable provision of any law, statute, any court, governmental
body, administrative agency or arbitrator which could prevent or be
violated by or under which there would be a default (or right of
termination) as a result of the execution, delivery and performance by
the Company of this Warrant
ARTICLE 4. MISCELLANEOUS
4.1 Transfer
This Warrant may not be transferred or assigned, in whole or in part, at
any time, except in compliance with applicable federal and state securities
laws by the transferor and the transferee (including, without limitation,
the delivery of an investment representation letter and a legal opinion
reasonably satisfactory to the Company), provided that this Warrant may not
be transferred or assigned such that either the Holder or any transferee
will, following such transfer or assignment, hold a Warrant for the right
to purchase fewer than 5,000 Shares.
4.2 Transfer Procedure
Subject to the previsions of Section 4.1, Holder may transfer or assign
this Warrant by giving the
Company notice setting forth the name, address and taxpayer identification
number of the transferee or assignee, if applicable (the "transferee"), and
surrendering this Warrant to the Company for reissuance to the transferee
(and the Holder, in the event of a transfer or assignment of this Warrant
in part). (Each of the persons or entities in whose name any such new
Warrant shall be issued are herein referred to as a Holder)
4.3 Loss, Theft, Destruction or Mutilation
If this Warrant shall become mutilated or defaced or be destroyed, lost or
stolen, the Company shall execute and deliver a new Warrant in exchange for
and upon surrender and cancellation of such mutilated or defaced Warrant
or, in lieu of and in substitution for such Warrants so destroyed, lost or
stolen, upon the Holder filing with the Company evidence satisfactory to it
that such Warrant has been so mutilated, defaced, destroyed, lost or
stolen: However, the Company shall be entitled, as a condition to the
execution and delivery of such new Warrant, to demand indemnity
satisfactory to it and payment of the expenses and charges incurred in
connection with the delivery of such new Warrant. Any Warrant so
surrendered to the Company shall be canceled.
4.4 Notice
All notices and other communications from the Company to the Holder or vice
versa shall be deemed delivered and effective when given personally, by
facsimile transmission and confirmed in writing, or mailed by first class
mail, postage prepaid, at such address and/or facsimile number as may have
been furnished to the Company or the Holder, as the case may be, in writing
by the Company or the Holder from time to time; provided, however, that the
Notice of Exercise may not be delivered by facsimile transmission.
4.5 Waiver
This Warrant and any term hereof may be changed, waived, or terminated only
by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.
4.6 Governing Law
This Warrant shall be governed by and construed in accordance with the laws
of Nevada, without giving effect to its principles regarding conflicts of
law.
Dated:
Attest:____________________ inFOREtech Wireless Technology Inc.
By:_________________________________
Name:
Title:
APPENDIX I
NOTICE OF ACCELERATION
Dated:_____________
inFOREtech Wireless Technology Inc. (the "Company") does hereby notify you of
its election to exercise its right, pursuant to Section 2.2 of the Warrants
issued to you by the Company on ________________ 1999 (the "Warrant"), to
accelerate the exercise period of such Warrants. Please be advised that you have
twenty (20) days from the date you receive this Notice of Acceleration (the
'Twenty-Day Period") to exercise your Warrants in the manner provided for in the
Warrants. You will be deemed to have received this Notice of Acceleration five
(5) days after the date when this Notice of Acceleration was first deposited in
the U.S. Mails.
You will automatically forfeit your right to purchase the shares of common stock
issuable upon exercise of such Warrants, to the extent not previously purchased,
unless the Warrants are exercised before the end of the Twenty-Day Period.
inFOREtech Wireless Technology Inc.
By:_________________________________
Name:_______________________________
Title:______________________________
APPENDIX II
NOTICE OF EXERCISE
1. The undersigned hereby elects to purchase Class A Equity Voting Stock of
inFOREtech
Wireless Technology 2000 Inc. pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name as specified below.
(Name)
(Address)
3. The undersigned represents it is acquiring the shares solely for its own
account and not as a nominee for any other party and not with a view toward the
resale or distribution thereof except in compliance with applicable securities
laws.
___________________ __________________
(Signature) (Date)