Share Purchase Warrant
To Subscribe for and Purchase Common Shares of
Symphony Telecom International Inc.
No. 4 Warrant to Purchase a Total of $4,000,000 (CDN)
worth of Common Shares
THIS CERTIFIES that, for value received, Telemax Communications Inc. is entitled
to subscribe for and purchase from Symphony Telecom International Inc., a
corporation organized and existing under the laws of the State of Utah (the
"Corporation"), for an aggregate purchase price of $4.00 (CDN) up to October 1,
2001, Common Shares (as hereinafter defined) in the capital of the Corporation
having a value, at the time of exercise of the rights under this Warrant of
$4,000,000 (CDN) as fully paid and non-assessable Common Shares of the
Corporation, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.
1. Exercise of Warrants. The rights represented by this Warrant may be
exercised by the holder hereof, in whole or in part (but not as to a
fractional share of a Common Share), by the surrender of this Warrant,
with the attached Purchase Form duly executed, at the principal office
of the Corporation at 347 Bay Street, Suite 500, Toronto, Ontario M5H
2R7 (or such other office or agency of the Corporation as it may
designate by notice in writing to the holder hereof at the address of
such holder appearing on the books of the Corporation at any time
during the period within which the rights represented by this Warrant
may be exercised) and upon payment to it for the account of the
Corporation, by cash or by certified or bank cashier's cheque, of the
purchase price. The Corporation agrees that the shares so purchased
shall be and be deemed to be issued to the holder hereof as the record
owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such
shares as aforesaid. Certificates for the shares so purchased shall be
delivered to the holder hereof within a reasonable time, not exceeding
ten (10) days, after the rights represented by this Warrant shall have
been so exercised and, unless this Warrant has expired, a new Warrant
representing the number of shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the
holder hereof within such time.
2. Collateral Security. This Warrant represents continuing collateral
security by the Corporation to the holder, for all of the Corporation's
indebtedness under a Promissory Note (the "Note") dated evenly herewith
between the Corporation and its wholly-owned subsidiary, Symphony
Telecom Inc. ("STI"), as borrowers, and the holder, as lender, pursuant
to which the holder loaned to the Corporation and STI, the sum of
$4,000,000 (CDN) upon the terms and conditions contained in the Note.
The holder shall be entitled to exercise its rights under this Warrant
at such times, and from time to time, if the Corporation or STI default
under the Note, for Common Shares of the Corporation equal to the
amount then in default under the Note. The purchase price of $4.00
(CDN) under this Warrant shall be apportioned pro-rata over the number
of Common Shares of the Corporation to be issued from time to time
under this Warrant.
3. Covenants of the Corporation. The Corporation hereby agrees as follows:
(a) all shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly
issued, fully paid and non-assessable and free from any and
all taxes, liens and charges with respect to the issue
thereof.
(b) there will be no "hold period" associated with the shares
issued to the holder upon exercise of this Warrant.
(c) during the period within which the rights represented by this
Warrant may be exercised, the Corporation will at all times
have authorized and reserved a sufficient number of its Common
Shares to provide for the exercise of the rights represented
by this Warrant.
(d) the Corporation will carry on and conduct is business in a
proper, efficient and businesslike manner and in accordance
with good business practice; will keep or cause to be kept
proper books of account in accordance with generally accepted
accounting practice; and will, if and whenever required in
writing by the holder of this Warrant, provide to the holder
of this Warrant all annual statements of the Corporation
furnished to its shareholders after the date hereof.
4. Common Shares. As used herein the term "Common Shares" shall mean and
include the common shares of the Corporation authorized on the date of
the original issue of the Warrants and shall also include any shares of
any class of the Corporation thereafter authorized which shall not be
limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends and in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation; provided, however, that the shares
purchasable pursuant to this Warrant shall include only shares of such
class referred to in the first paragraph hereof and designated as
Common Shares in the Corporation's Articles of Incorporation on the
date of the original issue of this Warrant or, in case of any
reorganization, reclassification, amalgamation or sale of assets of the
Corporation, the shares, securities or assets provided for in such
paragraph.
5. No Fractional Shares. Upon the exercise of this Warrant, whether in
whole or in part, the Corporation shall not be required to issue any
fractional shares or script certificates evidencing any fractional
interest in shares. In any case where, pursuant to the terms of this
Warrant, the holder hereof would be entitled, except for the provisions
of this paragraph 5, to receive a fractional share, the number of
shares issuable upon such exercise shall be rounded to the next larger
whole share if, but only if, such fractional share interest is one-half
(1/2) or greater; if such fractional share interest is less than
one-half (1/2), it shall be disregarded.
6. Exchange of Warrant. This Warrant is exchangeable, upon the surrender
hereof by the holder hereof at the office or agency of the Corporation
referred to in paragraph 1 hereof, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase
the number of Common Shares which may be subscribed for and purchased
hereunder, each such new Warrant to represent the right to subscribe
for and purchase such number of Common Shares as shall be designated by
such holder hereof at the time of such surrender.
7. Mutilated or Missing Warrants. Upon receipt of evidence satisfactory to
the Corporation of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction, upon
delivery of a bond or indemnity satisfactory to the Corporation, or, in
the case of any such mutilation, upon surrender or cancellation of this
Warrant, the Corporation will issue to the holder hereof a new warrant
of like tenor, in lieu of this Warrant, representing the right to
subscribe for and purchase the number of Common Shares which may be
subscribed for and purchased hereunder.
8. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein.
IN WITNESS WHEREOF, Symphony Telecom International Inc. has caused this Warrant
to be signed by its duly authorized officers under its corporate seal, and this
Warrant to be dated as of July 31, 2000.
SYMPHONY TELECOM INTERNATIONAL INC.
Per: /s/ Daniel G. Cullen
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Name: Dan Cullen
Title: President
Purchase Form
[to be signed only upon Exercise of this Warrant]
The undersigned hereby exercises the within Warrant for the purchase of Common
Shares covered by such warrant and in accordance with the terms and conditions
thereof, and herewith makes payment of the exercise price in full.
The Corporation is instructed to issue certificates for such shares and any new
Warrant to which the undersigned may be entitled on partial exercise hereof in
the name of the undersigned and to deliver the same at the address indicated.
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Name
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Address
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Purchaser's Signature