EXHIBIT 10
SECURITY DEVICES INTERNATIONAL, INC.
Schedule Required by Instruction 2 to Item 601
of Regulation S-K
Name and Address Number of
of Purchaser Shares Purchased
Hana Feix and Martin Feix 5,000
#1685TF1
83 Hillsdale Ave. E.
Toronto, Ontario
Canada M4S 1T4
K4 Consulting GMBH 33,000
Am Bundesbahnhof 3
Heddesheim 68542
Germany
Eckard Kirsch 66,000
Verlaen, Triebstr 1
Heddesheim BW 68542
Germany
John Kuhn 2,500
23 Lorraine Dr.
North York, Ontario
Canada M2N 6Z6
Peter Mathias 5,000
199 Bay St., #4600
Toronto, Ontario
Canada M5L 1G2
Elaine Peritz 5,000
424-100 Richmond St. W.
Toronto, Ontario
Canada M5H 3K6
Alan Shiner and Faye Shiner 2,000
92 Sanibel Crescent
Thornhill, Ontario
Canada L4J 8K7
Hartmut Thome and 22,000
Monika Thome
Sebweg 6
Diblheim BW 69234
Germany
THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS
WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON
IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT.
No. 2
AGENT'S WARRANT CERTIFICATE
Right to Purchase
7,025 Common Stock
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
SECURITY DEVICES INTERNATIONAL INC.
On the terms hereof, this is to certify that FOR VALUE RECEIVED, Salman
Partners Inc., 17th Floor, 1095 West Pender Street, Vancouver, British Columbia
V6C 2M6, the registered holder hereof (the "Holder"), has the right to purchase
at any time and from time to time, up to and including 5:00 p.m. (Vancouver
time) on May 4, 2009 (the "Expiry Time"), 7,025 fully paid and non-assessable
shares (the "Common Stock") without par value in the capital stock of Security
Devices International Inc. (the "Company") as constituted on the date hereof at
a purchase price of U.S.$2.81 per Common Stock (the "Exercise Price"), on the
terms and subject to adjustment as hereinafter set forth.
The Company agrees that the Common Stock so purchased shall be and be
deemed to be issued to the Holder as of the close of business on the date on
which this Agent's Warrant Certificate shall have been surrendered and payment
made for such shares as aforesaid.
Nothing contained herein shall confer any right upon the Holder to
subscribe for or purchase any Common Stock of the Company at any time after the
Expiry Time, and from and after the Expiry Time, this Warrant and all rights
hereunder shall be void and of no value.
The above provisions are, however, subject to the following:
SECTION 1. - In the event the Holder desires to exercise the right
conferred hereby to purchase Common Stock in the capital of the Company, the
Holder shall at or before the Expiry Time: (a) duly complete, execute and
deliver to the Company a Subscription Form for such Common Stock in the form
annexed hereto, together with any additional documentation required thereby, (b)
surrender this Agent's Warrant Certificate to the Company at the address of the
Company indicated in Section 16 hereof, and (c) pay the aggregate Exercise Price
in respect of the Common Stock in the capital of the Company subscribed for
either in cash, by bank draft or by certified cheque drawn on a Canadian
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chartered bank and payable to the Company. Upon such delivery, surrender and
payment as aforesaid and subject to the provisions hereof, the Holder shall be
deemed for all purposes to be a shareholder of record of the number of Common
Stock in the capital of the Company to be so issued and the Holder shall be
entitled to delivery of a certificate or certificates evidencing such shares
(which certificates, as well as all certificates issued in exchange for or in
substitution thereof, shall bear any applicable restrictive legends) and the
Company shall cause such certificate or certificates to be delivered to the
Holder at the address specified in said Subscription Form within ten days of
said surrender and payment as aforesaid.
The Holder hereby acknowledges that these Warrants and the Common Stock
issuable hereunder have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any state of the United States, and that these Agent's
Warrants may not be exercised in the United States or by or on behalf of a "U.S.
person," as such term is defined in Regulation S under the U.S. Securities Act,
nor may the Common Stock issuable hereunder be offered or sold in the United
States unless a registration statement has been filed and is effective or unless
an exemption from registration is available.
SECTION 2. - The right to purchase Common Stock in the capital of the
Company conferred hereby may be exercised in whole or in part. In the event that
prior to the Expiry Time the Holder subscribes for and purchases any number of
Common Stock which is less than the number of shares referred to in this Agent's
Warrant Certificate, the Holder shall present the original of this Agent's
Warrant Certificate to the Company and the Holder will be entitled to receive a
further Agent's Warrant Certificate in respect of the Common Stock referred to
in this Agent's Warrant Certificate but not subscribed for.
SECTION 3. - The Holder may transfer this Warrant subject to the
limitations noted on any legend appearing on this Agent's Warrant Certificate.
Subject to the foregoing, a transferee shall, by surrendering this Agent's
Warrant Certificate to the Company at the address of the Company indicated in
Section 16 hereof together with the Assignment completed by the Holder, be
entitled to become a registered holder and to receive a new Agent's Warrant
Certificate registered in the transferee's name in respect of the Common Stock
referred to in this Agent's Warrant Certificate and not then subscribed for.
Subject to the limitations noted on any legend on this Agent's Warrant
Certificate, the Company shall cause the new Agent's Warrant Certificate to be
delivered to the transferee at the address specified in the Assignment within
ten days of said surrender as aforesaid.
SECTION 4. - This Agent's Warrant Certificate may be exchanged for Agent's
Warrant Certificates in any other denomination representing in the aggregate the
same number of underlying Common Stock. The Holder may exercise this right by
surrendering this Agent's Warrant Certificate, together with a written
direction, to the Company at the address of the Company indicated in Section 16
below and the Company shall cause the new Agent's Warrant Certificates to be
delivered to the Holder at the address specified in such direction within ten
days of said surrender as aforesaid.
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SECTION 5. - In case this Agent's Warrant Certificate shall become
mutilated or be lost, destroyed or stolen, the Company shall, upon the Holder
complying with this Section 5, issue and deliver a new Agent's Warrant
Certificate of like date and tenor in exchange for and in place of the one
mutilated, lost, destroyed or stolen and upon surrender and cancellation of such
mutilated Agent's Warrant Certificate or in substitution for such lost,
destroyed or stolen Agent's Warrant Certificate. The applicant for the issue of
a new Agent's Warrant Certificate pursuant to this Section 5 shall bear the cost
of the issue thereof and in case of loss, destruction or theft shall, as a
condition precedent to the issue thereof, furnish to the Company such evidence
of ownership and of the loss, destruction or theft of the Agent's Warrant
Certificate so lost, destroyed or stolen as shall be reasonably satisfactory to
the Company and such applicant may be required to furnish an indemnity in amount
and form satisfactory to the Company.
SECTION 6. - The holding of this Warrant shall not constitute the Holder a
shareholder of the Company nor entitle the Holder to any right or interest in
respect thereof except as herein expressly provided.
SECTION 7. - The Company represents and warrants that:
(a) it is duly authorized to create and issue this Warrant;
(b) this Warrant is a valid and enforceable obligation of the Company in
accordance with the terms hereof;
(c) it will take all such action as may be necessary to ensure that all
Common Stock issuable hereunder, may be so issued without violation
of any applicable requirements of any exchange or over-the-counter
market upon which the Common Stock may be listed or in respect of
which the Common Stock are qualified for unlisted trading
privileges;
(d) the issuance of certificates of Common Stock upon the exercise of
the Warrants shall be made without charge to the Holder for any
issuance tax in respect thereto, provided 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 any certificate in
a name other than that of the Holder; and
(e) the Company will attend to all filings required to be made by the
Company under applicable securities legislation in respect of the
exercise of the Warrant in accordance with the terms hereof. For
greater certainty, such requirement will not impose any obligation
on the Company to file a prospectus or registration statement or
similar document, or to become a reporting issuer or a registrant in
any province, state or territory.
The Company covenants and agrees that it will cause the Common Stock subscribed
for and purchased in the manner herein provided and the certificate or
certificates evidencing such Common Stock to be duly issued and that, at all
times prior to the Expiry Time, it shall reserve and there shall remain unissued
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out of its authorized capital a sufficient number of shares to satisfy the right
of purchase herein provided for. All Common Stock which shall be issued upon the
exercise of the right of purchase herein provided for, upon payment therefor of
the aggregate Exercise Price for such Common Stock, shall be and be deemed to be
fully paid and non-assessable and the Holder shall not be liable to the Company
or its creditors in respect thereof.
SECTION 8. - In Section 8 and Section 9:
"Equity Shares" means the Common Stock and any shares of any class or
series of the Company which may from time to time be authorized for issue if by
their terms such shares confer on the holders thereof the right to participate
in the distribution of assets upon the voluntary or involuntary liquidation,
dissolution, or winding-up of the Company beyond a fixed sum or a fixed sum plus
accrued dividends; and
"Current Market Price" of the Common Stock at any date means the weighted
average price per share at which the Common Stock have traded on such stock
exchange or market on which the Common Stock are primarily traded as may be
selected by the directors of the Company (acting in good faith) during any 20
consecutive trading days ending not more than 5 days immediately preceding such
date. In the event the Common Stock are not listed on any stock exchange, the
Current Market Price of the Common Stock shall be determined by the directors
acting reasonably and in good faith.
If at any time from May 4, 2007 and prior to the Expiry Time and while
this Warrant is outstanding there shall be a reclassification of the Common
Stock outstanding at any time or a change of the Common Stock into other shares
or securities, or any other capital reorganization except as described in
Section 9, or a consolidation, amalgamation or merger of the Company with or
into any other corporation (other than a consolidation, amalgamation or merger
which does not result in any reclassification of the outstanding Common Stock or
a change of the Common Stock into other shares or securities), or a transfer of
the undertaking or assets of the Company as an entirety or substantially as an
entirety to another corporation or other entity (any of such events being called
a "Capital Reorganization"), should the Holder exercise thereafter its right to
purchase Common Stock hereunder, the Holder shall be entitled to receive, and
shall accept for the same aggregate consideration, in lieu of the number of
Common Stock to which it was theretofore entitled upon the exercise of the right
to purchase Common Stock hereunder, the kind and amount of shares or other
securities or property which the Holder would have been entitled to receive as a
result of such Capital Reorganization if, on the effective date thereof, it had
been the registered holder of the number of Common Stock to which it was
theretofore entitled upon such exercise.
If at any time from May 4, 2007 and prior to the Expiry Time and while
this Warrant is outstanding any adjustment in the Exercise Price shall occur as
a result of:
(i) an event referred to in Subsection 9(a); or
(ii) the fixing by the Company of a record date for an event referred to
in Subsection 9(b),
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then the number of Common Stock purchasable upon any subsequent exercise of this
Warrant shall be simultaneously adjusted by multiplying the number of Common
Stock purchasable upon the exercise of this Warrant immediately prior to such
adjustment by a fraction which shall be the reciprocal of the fraction employed
in the adjustment of the Exercise Price. To the extent that any adjustment in
subscription rights occurs pursuant to this Section 8 as a result of a
distribution of exchangeable or convertible securities referred to in Subsection
9(a)(iii) other than Equity Shares or as a result of the fixing by the Company
of a record date for the distribution of rights, options or warrants referred to
in Subsection 9(b), the number of Common Stock purchasable upon the exercise of
the Warrant shall be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the number of Common Stock which would
be purchasable based upon the number of Common Stock actually issued and
remaining issuable immediately after such expiration, and shall be further
readjusted in such manner upon expiration of any further such right.
SECTION 9. - The Exercise Price in effect at any date shall be subject to
adjustment from time to time as follows:
(a) If and whenever at any time from May 4, 2007 and prior to the Expiry Time
and while this Warrant is outstanding, the Company shall:
(i) subdivide the outstanding Common Stock into a greater number of Common
Stock,
(ii) consolidate the outstanding Common Stock into a lesser number of
Common Stock, or
(iii) make any distribution, other than by way of a dividend in the
ordinary course, to the holders of all or substantially all of the
outstanding Common Stock payable in Common Stock or securities
exchangeable for or convertible into Common Stock,
(any of such events being called a "Common Share Reorganization"), the Exercise
Price shall be adjusted effective after the effective date or record date, as
the case may be, on which the holders of Common Stock are determined for the
purpose of the Common Share Reorganization by multiplying the Exercise Price in
effect immediately prior to such effective date or record date by a fraction,
the numerator of which shall be the number of Common Stock of the Company
outstanding on such effective date or record date before giving effect to such
Common Share Reorganization and the denominator of which shall be the number of
Common Stock outstanding immediately after giving effect to such Common Share
Reorganization including, in the case where securities exchangeable for or
convertible into Common Stock are distributed, the number of Common Stock that
would have been outstanding had all such securities been exchanged for or
converted into Common Stock on such record date. For purposes of this Subsection
9(a), "dividend in the ordinary course" means dividends having a value which
does not exceed, in the aggregate, the greater of (i) 50% of the retained
earnings of the Company as at the end of its immediately preceding fiscal year;
and (ii) 100% of the aggregate consolidated net income of the Company determined
before computation of extraordinary or unusual items, for its immediately
preceding fiscal year.
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(b) If and whenever at any time from May 4, 2007 and prior to the Expiry Time
and while this Warrant is outstanding, the Company shall fix a record date
for the issue of rights, options or warrants to the holders of all or
substantially all of its outstanding Common Stock under which such holders
are entitled, during a period expiring not more than ninety days after the
record date for such issue, to subscribe for or purchase Common Stock at a
price per Common Share or having a conversion or exchange price per Common
Share less than 95% of the Current Market Price per Common Share on such
record date, the Exercise Price shall be adjusted immediately after such
record date so that it shall equal the price determined by multiplying the
Exercise Price in effect on such record date by a fraction, the numerator
of which shall be the total number of Common Stock outstanding on such
record date plus a number equal to the number arrived at by dividing the
aggregate price of the total number of additional Common Stock offered for
subscription or purchase, or the aggregate conversion or exchange price of
the convertible securities so offered, by such Current Market Price per
Common Share, and of which the denominator shall be the total number of
Common Stock outstanding on such record date plus the total number of
additional Common Stock offered for subscription or purchase (or into which
the convertible securities so offered are convertible or exchangeable). Any
Common Stock owned by or held for the account of the Company or any
subsidiary of the Company shall be deemed not to be outstanding for the
purpose of any such computation. To the extent that any adjustment in the
Exercise Price occurs pursuant to this Subsection 9(b) as a result of the
fixing by the Company of a record date for the distribution of rights,
options or warrants referred to in this Subsection 9(b), the Exercise Price
shall be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the Exercise Price which would
then be in effect based upon the number of Common Stock actually issued and
remaining issuable after such expiration, and shall be further readjusted
in such manner upon expiration of any further such right.
SECTION 10. - In any case in which it shall be required that an adjustment
shall become effective immediately after a record date for an event referred to
herein, the Company may defer, until the occurrence of such event,
(a) issuing to the Holder, if the Warrant is exercised after such record date
and before the occurrence of such event (the date of such exercise being
herein referred to as the "Exercise Date"), the additional Common Stock
issuable upon such exercise by reason of the adjustment required by such
event, and
(b) delivering to the Holder any distributions declared with respect to such
additional Common Stock after such Exercise Date and before such event,
provided, however, that the Company shall deliver to the Holder an appropriate
instrument evidencing its right, upon the occurrence of the event requiring the
adjustment, to an adjustment in the Exercise Price or the number of Common Stock
purchasable upon exercise of this Warrant and to such distributions declared
with respect to any such additional Common Stock issuable on the exercise of
this Warrant.
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The adjustments provided for herein are cumulative; shall, in the case of
adjustments to the Exercise Price, be computed to the nearest one-tenth of one
cent; and shall apply (without duplication) to successive subdivisions,
consolidations, distributions, issuances or other events resulting in any
adjustment under the provisions hereof provided that, notwithstanding any other
provision hereof, no adjustment of the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
Exercise Price then in effect and no adjustment shall be made in the number of
Common Stock purchasable on the exercise of the Warrant unless it would result
in a change of at least one-hundredth of a share (provided, however, that any
adjustments which by reason of this Section 10 are not required to be made shall
be carried forward and taken into account in any subsequent adjustment).
In the event of any question arising with respect to the adjustments
provided for herein such question shall be conclusively determined by a firm of
chartered accountants (who may be the Company's auditors) appointed by the
Company; such accountants shall have access to all necessary records of the
Company and such determination shall, in the absence of manifest error, be
binding upon the Company and the Holder.
In case the Company after the date of this Warrant shall take any action
affecting the Common Stock, other than an action described herein, which in the
opinion of the directors of the Company would materially affect the rights of
the Holder, the Exercise Price and/or the number of Common Stock purchasable
upon exercise of this Warrant shall be adjusted, in such manner, if any, and at
such time, by action by the directors, in their discretion as they may determine
to be equitable in the circumstances. Failure of the directors to make an
adjustment in accordance with this Section 10 shall be conclusive evidence that
the directors have determined that it is equitable to make no adjustment in the
circumstances.
If the Company shall set a record date to determine the holders of the
Common Stock for the purpose of entitling them to receive any issue or
distribution or for the issue of any rights, options or warrants and shall
thereafter and before such distribution or issue to such shareholders legally
abandon its plan to make such distribution or issue, then no adjustment in the
Exercise Price or the number of Common Stock purchasable upon exercise of this
Warrant shall be required by reason of the setting of such record date.
In the absence of a resolution of the directors fixing a record date for
any of the events referred to in Subsection 9(b), the Company shall be deemed to
have fixed as the record date therefor the date on which any of such events is
effected.
SECTION 11. - As a condition precedent to the taking of any action which
would require an adjustment pursuant to Sections 8 or 9, the Company shall take
any action which may, in the opinion of counsel, be necessary in order that the
Company may validly and legally issue as fully paid and non-assessable all the
Common Stock to which Holder is entitled to receive on the full exercise hereof
in accordance with the provisions hereof.
SECTION 12. - At least ten days prior to the effective date or record date,
as the case may be, of any event which, if implemented, will require an
adjustment in any of the subscription rights pursuant to this Warrant, including
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the Exercise Price and the number of Common Stock which are purchasable upon the
exercise hereof, the Company shall give notice to the Holder of the particulars
of such event and, if determinable and applicable, the required or anticipated
adjustment and the computation of such adjustment.
In case any adjustment for which a notice in this Section 12 has been
given is not then determinable, the Company shall promptly after such adjustment
is determinable give notice to the Holder of the adjustment and the computation
of such adjustment.
SECTION 13. - The Company covenants and agrees that at the expense of the
Holder, it will do, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, all such other acts, deeds and assurances as the
Holder shall reasonably require for the better accomplishing and completion of
the intentions and provisions of this Warrant.
SECTION 14. - Time shall be of the essence hereof.
SECTION 15. - This Warrant, any amendment, addendum, exhibit, supplement
or other document relating hereto, and any and all disputes arising herefrom or
related hereto, shall be governed by and construed in accordance with the
internal laws of the Province of Ontario, and the federal laws of Canada
applicable therein, governing disputes occurring, and contracts made and to be
performed, wholly therein, and without reference to its principles governing the
choice or conflict of laws. The parties hereto irrevocably attorn and submit to
the exclusive jurisdiction of the courts of the Province of Ontario, sitting in
the City of Toronto, with respect to any dispute related to or arising from this
Warrant.
SECTION 16. - Any notice required or permitted to be given hereunder shall
be in writing and may be given by delivery or by facsimile transmission of same
addressed as follow:
(i) if to the Company: Security Devices International Inc. 120 Adelaide
Street, Suite 2500 Toronto, Ontario M5H 1T1
Attention: President
Fax #: (416) 787-5381
(ii) if to the Holder, at the address shown on the first page of this
Agent's Warrant Certificate.
Any notice aforesaid shall, if delivered, be deemed to have been given and
received on the date on which it was delivered to the address provided herein
(if a business day, and if not, on the next succeeding business day) and if sent
by facsimile transmission be deemed to have been given and received at the time
of receipt unless actually received after 5:00 p.m. (Vancouver Time) at the
point of delivery in which case it shall be deemed to have been given and
received on the next business day. Any of such parties may change its address
for service from time to time by notice given in accordance with the foregoing.
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SECTION 17. - This Warrant may be executed mechanically or by facsimile,
and in such case shall be deemed to be an original. In addition, this Warrant
shall enure to the benefit of the Holder and its successors and assigns and be
binding upon the Company and its successors including successors by way of
amalgamation.
IN WITNESS WHEREOF Security Devices International Inc. has caused this Agent's
Warrant Certificate to be signed by a duly authorized signatory as of the 4th
day of May, 2007.
SECURITY DEVICES INTERNATIONAL INC.
By: /s/ Sheldon Kales
------------------------------------
Authorized Signatory
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SUBSCRIPTION FORM
TO: SECURITY DEVICES INTERNATIONAL INC.
The undersigned holder of the within warrant (the "Warrant") hereby
subscribes for _____________ common shares (the "Common Stock") of Security
Devices International Inc. (the "Company") referred to in the Warrant according
to the conditions thereof and herewith makes payment of the purchase price for
the said number of common shares, in the aggregate amount of
$----------------.
The undersigned holder hereby represents and warrants that: (a) at the
time of exercise of the Warrant it is not in the United States; (b) it is not a
"U.S. person" (a "U.S. Person"), as defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), and it is not
exercising the Warrant on behalf of a U.S. Person or a person in the United
States; and (c) it did not execute or deliver this subscription form in the
United States.
The undersigned hereby directs that the common shares hereby subscribed
for be issued and delivered as follows:
Name in Full Address in Full Number of Shares
(Please state full names in which share certificates are to be issued, stating
whether Mr., Mrs., Ms. or Miss is applicable. If any of the shares are to be
issued to a person other than the Holder, the Holder must pay to the Company all
exigible transfer taxes and/or fees)
Dated this ________ day of __________________, 200__.
Witness Signature of Holder or Assignee
Address of Holder or Assignee
Instructions For Subscription
The above subscription form is to be signed by the Holder or the Assignee. The
signature to the subscription as signed by the Holder must correspond in every
particular with the name written upon the face of this Agent's Warrant
Certificate or if the subscription is signed by the Assignee, must correspond in
every particular with the name of the Assignee shown on the Assignment, which
must accompany this subscription form.
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The above subscription form must be signed and accompanied by payment in
Canadian funds of the subscription price specified in the Warrant by cash,
certified cheque or bank draft payable to the Company at par and must be
surrendered at the office of the Company, Security Devices International Inc.,
120 Adelaide Street, Suite 2500, Toronto, Ontario M5H 1T1, at or before 5:00
p.m. (Vancouver time) on May 4, 2009, at which time the right to subscribe will
expire.
No fractional common shares will be issued.
Upon surrender and payment and otherwise subject to the terms of the
Warrant, the Company will issue to the person named in the subscription form the
number of common shares subscribed for and within ten days, deliver to such
person at the address specified in the subscription form a certificate
evidencing the common shares subscribed for. If the Holder subscribes for a
lesser number of common shares than the number of common shares referred to in
this Warrant, the Holder will be entitled to receive a further Agent's Warrant
Certificate in respect of the common shares referred to in this Agent's Warrant
Certificate but not subscribed for. All certificates representing the foregoing
securities shall bear any applicable restrictive legends.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
- --------------------------------
(name and address of assignee)
the within Warrant and all rights represented thereby and does hereby
irrevocably constitute and appoint ______________________________ as attorney of
the undersigned to enter the same on the books of Security Devices International
Inc. with full power of subscription hereunder.
DATED the _________ day of _____________________, 200___.
- ------------------------------ ------------------------------
(Guarantor of Signature) (Signature of Holder)
------------------------------
(Name of Holder (please print))
Instructions For Assignment
The signature on the foregoing assignment must correspond with the name of the
Holder as set forth on the face of this Warrant in every particular, without
alteration or enlargement or any change whatever.
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