Share Purchase Warrant
To Subscribe for and Purchase Common Shares of
Symphony Telecom Inc.
No. 2 Warrant to Purchase a Total of 360,000
Common Shares
THIS CERTIFIES that, for value received, Manucher Missaghie (or registered
assigns succeeding to ownership hereof pursuant to the provisions of paragraph 2
hereof) is entitled to subscribe for and purchase from Symphony Telecom Inc., a
corporation organized and existing under the laws of the Province of Ontario
(the "Corporation"), for a purchase price per share equal to thirty percent
(30%) less that the trading price of one share one common share of the
Corporation's parent, Symphony Telecom International Inc. ("SYMY") on the day
this Warrant is exercised, at any time within the period commencing September
30, 2000 and ending October 1, 2001 (which may be extended at the option of the
holder to April 1, 2002 upon notice to the Corporation), up to 360,000 Common
Shares (as hereinafter defined) in the capital of the Corporation 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. Transferability of Warrant. This Warrant is transferable on the books
of the Corporation at its office described above by the holder hereof
in person or by duly authorized attorney, upon surrender of this
Warrant together with the Purchase Form attached hereto, duly executed.
Upon the surrender of this Warrant to the Corporation in proper form
for transfer, as required hereby, the Corporation shall issue a new
warrant or new warrants in the same form and of like tenor as this
Warrant representing the right to subscribe for and purchase, in the
aggregate, the number of Common Shares which may be subscribed for and
purchased hereunder and, individually, the number of Common Shares the
right to purchase which has been so transferred to each transferee and
which has been retained by the transferor, if any.
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) 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.
(c) in the event the Corporation files a prospectus in order to
become a Reporting Issuer, the Corporation shall include in
such prospectus a full disclosure and qualification with
respect to all of the shares which may be issued upon the
exercise of the rights represented by this Warrant, such that
all of the shares which may be issued upon the exercise of the
rights represented by this Warrant will be qualified by the
prospectus.
(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. Adjustment of Subscription Rights. The above provisions are, however,
subject to the following:
(a) if shares of the Corporation or SYMY are reclassified or their
capital is otherwise reorganized and if the holder of this
Warrant has not exercised its right of purchase prior to the
effective date of such capital reorganization, upon the
exercise of such right the holder of this Warrant shall be
entitled to receive and shall accept in lieu of the number of
shares then subscribed for by it but for the same aggregate
consideration payable therefor, the number of shares or other
securities of the Corporation resulting from such capital
reorganization that such holder would have been entitled to
receive on such capital reorganization if, on the effective
date thereof, it had been the registered holder of the number
of shares so subscribed for.
(b) if there is a consolidation, amalgamation or merger of the
Corporation or SYMY or a sale of the property and assets of
the Corporation or SYMY as or substantially as an entirety to
any other company, and if the holder of this warrant has not
exercised its right of purchase prior to the effective date of
such consolidation, amalgamation, merger or sale, upon the
exercise of such right the holder of this Warrant shall be
entitled to receive and shall accept in lieu of the number of
shares then subscribed for by it but for the same aggregate
consideration payable therefor, the number of shares or other
securities or property of the Corporation or of the company
resulting from such merger, amalgamation or consolidation or
to which such sale may be made, as the case may be, that such
holder would have been entitled to receive on such
consolidation, amalgamation, merger or sale if, on the record
date or the effective date thereof, as the case may be, it had
been the registered holder of the number of shares so
subscribed for. In any case, the necessary adjustments shall
be made in the application of the provisions set forth in this
Warrant with respect to the rights and interests hereafter of
the holder of the Warrant to the end that the provisions set
forth in this Warrant shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any
shares or other securities or property to which the holder
hereof is entitled on the exercise of its purchase rights
thereafter. Any such adjustment shall be made by and set forth
in a supplemental Warrant entered into and approved by the
board of directors of the Corporation and shall for all
purposes hereof be conclusively deemed to be an appropriate
adjustment.
(c) the adjustments provided for in this paragraph 4 are
cumulative. After any adjustment pursuant to this paragraph,
the term "shares" where used in the preceding subparagraphs of
this paragraph 4 shall be interpreted to mean the shares
which, as a result of all previous adjustments pursuant to
this paragraph, the holder hereof would have been entitled to
receive upon the exercise of this Warrant, and the number of
shares indicated in any subscription made pursuant to this
Warrant shall be interpreted to mean the number of shares
which, as a result of all previous adjustments pursuant to
this paragraph, the holder hereof would have been entitled to
receive upon the full exercise of this Warrant entitling the
holder thereof to purchase the number of shares so indicated.
(d) if any question arises with respect to the adjustment provided
for in this paragraph, such question shall be referred to the
auditors of the Corporation and their determination shall be
binding upon the Corporation and the holder of this Warrant.
5. Authorized Shares. As a condition precedent to the taking of any action
which would require an adjustment pursuant to paragraph 4 of this
Warrant, the Corporation shall take any corporate action which may be
necessary in order that the Corporation has issued and reserved in its
authorized capital and may validly and legally issue as fully paid and
non-assessable, all of the shares which the holder of this Warrant is
entitled to receive on the full exercise hereof.
6. 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
character referred to in paragraph 4 hereof, the shares, securities or
assets provided for in such paragraph.
7. 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 7, 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.
8. 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.
9. 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.
10. 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 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 INC.
Per: /s/ Daniel G. Cullen
----------------------
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.
---------------------------------------------
Name
---------------------------------------------
Address
---------------------------------------------
Purchaser's Signature
[Signature must conform exactly with the name
of the registered owner on the front of this
Warrant]
Assignment Form
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the
rights represented by the foregoing Warrant of and appoints attorney to transfer
said rights on the books of said Corporation, with full power of substitution in
the premises.
Dated:
- - ------------------------------------- ----------------------------------
Witness [NAME]