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EXHIBIT 4.3
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THE TRANSFERABILITY OF THIS WARRANT IS
RESTRICTED AS PROVIDED IN SECTION 2
No.
THE WIDECOM GROUP INC.
COMMON STOCK PURCHASE WARRANT
For good and valuable consideration, the receipt of which is hereby
acknowledged by THE WIDECOM GROUP INC., an Ontario, Canada corporation (the
"Company"), , is hereby granted the right to purchase, at any
time from the date hereof until 5:00 P.M., New York City time, on
up to paid and non-assessable shares of the Company's Common Stock,
no par value per share ("Common Stock").
This Warrant is exercisable at a per share price of $2.50 (the
"Exercise Price") payable in cash or by certified or official bank check in New
York Clearing House funds, subject to adjustment as provided in Section l
hereof. Upon surrender of this Warrant with the annexed Subscription Form duly
executed, together with payment of the Exercise Price for the shares of Common
Stock purchased at the Company's principal executive offices (presently located
at 267 Matheson Boulevard East Mississaugua, Ontario Canada L4Z 1X8) the
registered holder of the Warrant ("holder") shall be entitled to receive a
certificate or certificates for the shares of Common Stock so purchased.
l. Exercise of Warrant.
l.l The purchase rights represented by this Warrant are exercisable at
the option of the holder hereof, in whole or in part (but not as to fractional
shares of the Common Stock) during any period in which this Warrant may be
exercised as set forth above. In the case of the purchase of less than all the
shares of Common Stock purchasable under this Warrant, the Company shall cancel
this Warrant upon the surrender thereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares of Common Stock purchasable
hereunder.
l.2 The issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the holder hereof
including, without limitation, any tax
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which may be payable in respect of the issuance thereof, and such certificates
shall be issued in the name of, or in such names as may be directed by, the
holder hereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of such certificate in a name other than that of the holder and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.
l.3 In case at any time or from time to time the Company shall
subdivide as a whole, split its Common Stock or issue a dividend payable in
shares or otherwise, the number of shares of Common Stock then outstanding into
a greater or lesser number of shares, the Warrant Price then in effect shall be
increased or reduced proportionately, and the number of shares issuable upon
exercise of this Warrant shall accordingly be increased proportionately.
l.4 In case of any reclassification or change of outstanding shares of
Common Stock issuable upon exercise of this Warrant (other than change in par
value, or from par value to no par value, or from no par value to par value, or
as a result or a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock, other than a
change in number of the shares issuable upon exercise of the Warrant) or in case
of any sale or conveyance to another corporation of the property of the Company
as an entirety or substantially as an entirety, the holder of this Warrant shall
have the right thereafter to exercise this Warrant into the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock of the Company for which the Warrant
might have been exercised immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. The above provisions of this Section
l.4 shall similarly apply to successive reclassifications and changes of shares
of Common Stock and to successive consolidations, mergers, sales or conveyances.
l.5 The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of this Warrant as herein provided, such number of shares of
Common Stock as shall then be issuable upon the exercise of this Warrant. The
Company
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covenants that all shares of Common Stock which shall be so issuable shall be
duly and validly issued and fully-paid and non-assessable.
2. Restrictions on Transfer.
The holder acknowledges that he has been advised by the Company that
this Warrant and the shares of Common Stock (the "Warrant Shares") issuable upon
exercise thereof (collectively the "Securities") have not been registered under
the Securities Act of l933, as amended (the "Securities Act"), that the Warrant
is being issued, and the shares issuable upon exercise of the Warrant will be
issued, on the basis of the statutory exemption provided by section 4(2) of the
Securities Act relating to transactions by an issuer not involving any public
offering, and that the Company's reliance upon this statutory exemption is based
in part upon the representations made by the holder contained herein. The holder
acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Securities Act and
the rules and regulations thereunder on the transfer of securities. In
particular, the holder agrees that no sale, assignment or transfer of the
Securities shall be valid or effective, and the Company shall not be required to
give any effect to any such sale, assignment or transfer, unless (i) the sale,
assignment or transfer of the Securities is registered under the Securities Act,
and the Company has no obligations or intention to so register the Securities,
or (ii) the Securities are sold, assigned or transferred in accordance with all
the requirements and limitations of Rule l44 under the Securities Act or such
sale, assignment, or transfer is otherwise exempt from registration under the
Securities Act. The holder represents and warrants that he has acquired this
Warrant and will acquire the Securities for his own account for investment and
not with a view to the sale or distribution thereof or the granting of any
participation therein, and that he has no present intention of distributing or
selling to others any of such interest or granting any participation therein.
The holder acknowledges that the securities shall bear the following legend:
"These securities have not been registered under the
Securities Act of l933. Such securities may not be sold or
offered for sale, transferred, hypothecated or otherwise
assigned in the absence of an effective registration statement
with respect thereto under such Act or an opinion of counsel
to the Company that an exemption from registration for such
sale, offer, transfer, hypothecation or other assignment is
available under such Act."
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3. Registration Rights.
3.1 The Company shall advise the holder of this Warrant or of the
Warrant Shares or any then holder of Warrants or Warrant Shares (such persons
being collectively referred to herein as ("holders") by written notice at least
four weeks prior to the filing of any registration statement under the
Securities Act covering securities of the Company, except on Forms S-4 or S-8,
and upon the request of any such holder within ten days after the date of such
invoice, include in any such registration statement such information as may be
required to permit a public offering of the Warrant Shares. The Company shall
supply prospectuses and other documents as the holder may request in order to
facilitate the public sale or other disposition of the Warrant Shares, qualify
the Warrant Shares for sale in such states as any such holder designates and do
any and all other acts and things which may be necessary or desirable to enable
such holders to consummate the public sale or other disposition of the Warrant
Shares, and furnish indemnification in the manner as set forth in Subsection 3.2
of this Section 3. Such holders shall furnish information and indemnification as
set forth in Subsection 3.2 of this Section 3.
3.2 The following provisions of this Section 3 shall also be applicable
to the exercise of the registration rights granted under this Section 3.l:
(A) The foregoing registration rights shall be
contingent on the holders furnishing the Company with such appropriate
information (relating to the intentions of such holders) as the Company shall
reasonably request in writing. Following the effective date of such
registration, the Company shall upon the request of any owner of Warrants and/or
Warrant Shares forthwith supply such number of prospectuses meeting the
requirements of the Act as shall be requested by such owner to permit such
holder to make a public offering of all Warrant Shares from time to time offered
or sold to such holder, provided that such holder shall from time to time
furnish the Company with such appropriate information (relating to the
intentions of such holder) as the Company shall request in writing. The Company
shall also use its best efforts to qualify the Warrant Shares for sale in such
states as such holder shall reasonably designate.
(B) The Company shall bear the entire cost and
expense of any registration of securities initiated by it under Subsection 3.l
of this Section 3 notwithstanding that Warrant Shares subject to this Warrant
may be included in any such registration. Any holder whose Warrant Shares are
included in any such registration statement pursuant to this Section 3 shall,
fees, transfer taxes or underwriting discounts or commissions applicable
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to the Warrant Shares sold by him pursuant thereto.
(C) The Company shall indemnify and hold harmless each such
holder and each underwriter, within the meaning of the Act, who may purchase
from or sell for any such holder any Warrant Shares from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereto or any registration statement
under the Act or any prospectus included therein required to be filed or
furnished by reason of this Section 3 or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the Company by
such holder or underwriter expressly for use therein, which indemnification
shall include each person, if any, who controls any such underwriter within the
meaning of such Act; provided, however, that the Company shall not be obliged so
to indemnify any such holder or underwriter or controlling person unless such
holder or underwriter shall at the same time agree to indemnify the Company, its
directors, each officer signing the related registration statement and each
person, if any, who controls the Company within the meaning of such Act, from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement or any prospectus required to be filed or furnished by
reason of this Section 3 or caused by any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading insofar as such losses, claims, damages or liabilities are caused
by any untrue statement or alleged untrue statement or omission based upon
information furnished in writing to the Company by any such holder or
underwriter expressly for use therein.
4. Miscellaneous.
4.l All the covenants and agreements made by the Company in this
Warrant shall bind its successors and assigns.
4.2 No recourse shall be had for the payment of the principal of or the
interest of premium, if any, on this Warrant or for any claim based hereon or
otherwise in any manner in respect hereof, against any incorporator,
stockholder, officer or director, past, present or future, of the Company or of
any predecessor corporation, whether by virtue of any constitutional provision
or statute or rule of law, or by the enforcement of any assessment or
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penalty or in any other manner, all such liability being expressly waived and
released by the acceptance hereof and as part of the consideration for the issue
hereof.
4.3 No course of dealing between the Company and the holder hereof
shall operate as a waiver of any right of any holder hereof, and no delay on the
part of the holder in exercising any right hereunder shall so operate.
4.4 This Warrant may be amended only by a written instrument executed
by the Company and the holder hereof. Any amendment shall be endorsed upon this
Warrant, and all future holders shall be bound thereby.
4.5 All communications provided for herein shall be sent, except as may
be otherwise specifically provided, by registered or certified mail: if to the
holder of this Warrant, to the address shown on the books of the Company; and if
to the Company, to 72 Devon Road Brampton Ontario, Canada L6T 5B4, attention:
Office of the President, or to such other address as the Company may advise the
holder of this Warrant in writing. Notices shall be deemed given when mailed.
4.6 The provisions of this Warrant shall in all respects be constructed
according to, and the rights and liabilities of the parties hereto shall in all
respects be governed by, the laws of Ontario, Canada. This Warrant shall be
deemed a contract made under the laws of Ontario, Canada and the validity of
this Warrant and all rights and liabilities hereunder shall be determined under
the laws of said Province.
4.7 The headings of the Sections of this Warrant are inserted for
convenience only and shall not be deemed to constitute a part of this Warrant.
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IN WITNESS WHEREOF, THE WIDECOM GROUP INC. has caused this Warrant to
be executed in its corporate name by its officer, and its seal to be affixed
hereto.
Dated:
Ontario, Canada
THE WIDECOM GROUP INC.
By: _____________________________
Raja S. Tuli,
President
By: _____________________________
Suneet S. Tuli,
Secretary
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SUBSCRIPTION FORM
TO: THE WIDECOM GROUP INC.
267 Matheson Boulevard East
Mississaugua, Ontario Canada L4Z 1X8
The undersigned holder hereby irrevocably elects to exercise the right
to purchase shares of Common Stock covered by this Warrant according
to the conditions hereof and herewith makes full payment of the Exercise Price
of such shares.
Kindly deliver to the undersigned a certificate representing the
Shares.
INSTRUCTIONS FOR DELIVERY
Name: ____________________________________________________________
(please typewrite or print in block letters)
Address: __________________________________________________________
Dated: _________________________
Signature ________________________________
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