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SAND TECHNOLOGY INC.
2006 SAND AWARD PLAN
SHARE AWARD AGREEMENT
This SHARE AWARD AGREEMENT (this "Agreement") is made as of ___, 2006,
by and between Sand Technology Inc., a corporation existing under the Canada
Business Corporations Act, (and, together with its Subsidiaries and affiliated
entities (if any), the "Corporation"), and the undersigned (the "Award
Recipient") under the Sand Technology Inc. 2006 Equity Incentive Plan (the
"Plan").
GRANT OF COMMON SHARES
1. Definitions. Unless otherwise defined in this Agreement, capitalized
terms shall have the meanings assigned to such terms in the Plan.
2. Plan. The Award Recipient acknowledges that the Award Recipient has been
provided with, received and understands, the terms, conditions and covenants of
the Plan. This share award is granted under, and subject in its entirety to, the
terms of the Plan and such terms are hereby incorporated into this Agreement.
3. Grant. The Corporation hereby grants to the Award Recipient ___ Unvested
Class A Common Shares of the Corporation (the "Common Shares") pursuant to the
provisions of the Plan, with a Vesting start date as set forth on Schedule A
hereto (the "Vesting Start Date"). The Common Shares shall be subject to Vesting
in accordance with Schedule A attached hereto.
4. Transferability of Common Shares. The Common Shares may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered
or disposed of prior to Vesting, and then only in accordance with the terms of
the Plan and this Agreement. The Award Recipient acknowledges and agrees that
the Common Shares will not be sold or otherwise disposed of in any manner which
would constitute a violation of any applicable securities laws. The Award
Recipient further acknowledges and agrees that: (i) the certificate or
certificates representing the Common Shares may bear such legend or legends as
the Corporation deems appropriate in order to assure compliance with applicable
securities laws; (ii) the Corporation may refuse to register the transfer of the
Common Shares on the share transfer records of the Corporation to the extent
such transfer would constitute a violation of any applicable securities law; and
(iii) the Corporation may give related instructions to its transfer agent, if
any, to stop registration of the transfer of the Common Shares.
5. Tax Withholding. Upon the request of the Corporation, the Award
Recipient shall promptly pay to the Corporation any federal, provincial, state
or local taxes of any kind required by law to be withheld with respect to the
Common Shares or any distributions thereon. The Award Recipient's tax
withholding obligation shall be paid to the Corporation in cash; provided,
however, the Award Recipient's tax withholding obligation may be satisfied, in
the discretion of the Administrator and subject to the terms of the Plan, by
requesting that the Corporation withhold Common Shares otherwise issuable to the
Award Recipient. Any election by the Award Recipient to
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have Common Shares withheld to satisfy any federal, provincial, state or local
tax withholding obligation must be approved in advance by the Administrator.
6. Delivery of Certificates. The Corporation shall issue or cause its
transfer agent to issue one or more certificates in the name of the Award
Recipient for the Common Shares when the Award shall Vest in accordance with
this Agreement and the Plan.
7. Shareholder Rights. The Award Recipient shall obtain the rights and
obligations of a shareholder of the Corporation with respect to the Common
Shares awarded under this Agreement only upon Vesting of the Award.
8. Miscellaneous.
(a) This Agreement is binding upon the parties and their respective heirs,
personal representatives, successors and assigns.
(b) This Agreement and the provisions of the Plan constitute the full and
complete understanding and agreement of the parties, and shall not be
modified or amended except in a writing duly signed by the parties. No
waiver by either party of any default under this Agreement shall be
deemed a waiver of any later default.
(c) Nothing in this Agreement shall confer on the Award Recipient any
right to continue in the employ of the Corporation or in any way
affect the Corporation's right to terminate the Award Recipient's
employment.
(d) This Agreement shall be construed and enforced in accordance with and
governed by the laws of the Province of Quebec, without giving effect
to any conflicts or choice of law provisions that would cause the
application of the domestic substantive laws of any other
jurisdiction.
(e) This Agreement may be executed in more than one counterpart, each of
which is deemed to be an original and all of which taken together
constitute one and the same agreement.
2
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.
SAND TECHNOLOGY INC.
By: ____________________________________
Name: __________________________________
Title: _________________________________
THE AWARD RECIPIENT REPRESENTS THAT THE AWARD RECIPIENT IS FAMILIAR
WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE PLAN AND HEREBY ACCEPTS
THE COMMON SHARES SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT
AND OF THE PLAN. THE AWARD RECIPIENT HEREBY AGREES TO ACCEPT AS BINDING,
CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON
ANY QUESTIONS ARISING UNDER THIS AGREEMENT AND THE PLAN.
AWARD RECIPIENT:
________________________________________
(PLEASE SIGN ABOVE)
Print Name: ____________________________
Address: _______________________________
________________________________________
3
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SCHEDULE A
Vesting Start Date: ___________
Number of Common Shares covered by Award: _________
Subject to the Participant's continued employment of the Award Recipient
with the Corporation, the Award shall Vest in accordance with the following
schedule:
one hundred percent (100%) of the Common Shares shall Vest on the ___
anniversary of the Vesting Start Date.
Notwithstanding the foregoing and subject to the Participant's continued
employment with the Corporation, the Participant's Award shall Vest upon a
Change of Control.
Vested Common Shares shall be acquired by the Award Recipient upon payment
of $0.001 per Common Share by the Award Recipient to the Corporation.
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EXHIBIT 4.7
THE CORPORATION IS NOT A "REPORTING ISSUER" AS THAT TERM IS DEFINED UNDER
APPLICABLE SECURITIES LAWS. THERE IS NO ASSURANCE THAT THE CORPORATION WILL
BECOME A "REPORTING ISSUER". THE COMMON SHARES OF THE CORPORATION ARE LISTED ON
THE OTC BULLETIN BOARD UNDER THE SYMBOL SNDTF.OB. THE SECURITIES OF THE
CORPORATION SUBSCRIBED FOR HEREUNDER WILL BE SUBJECT TO RESALE RESTRICTIONS
UNDER APPLICABLE SECURITIES LAWS. THE CORPORATION HAS NOT COVENANTED, AND IS
UNDER NO OBLIGATION, TO FILE A PROSPECTUS OR COMPLETE A TRANSACTION WHICH WOULD
RESULT IN THE CORPORATION OR ANY SUCCESSOR THERETO BECOMING A "REPORTING
ISSUER". INVESTORS ARE URGED TO CONSULT WITH THEIR PROFESSIONAL ADVISORS WITH
RESPECT TO RESALE RESTRICTIONS APPLICABLE TO SECURITIES OF THE CORPORATION.
SAND TECHNOLOLY INC.
NON-BROKERED PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT FOR UNITS
TO: SAND TECHNOLOLY INC.
The undersigned (the "SUBSCRIBER") hereby irrevocably subscribes for and agrees
to purchase from Sand Technololy Inc. (the "CORPORATION") that number of units
(the "UNITS") set out below at a price of US$0.80 per Unit. Each Unit consists
of two Class A common shares (the "COMMON SHARES") and one share purchase
warrant (A "WARRANT") of the Corporation. Each Warrant entitles its holder
thereof to purchase one additional Common Share (a "WARRANT SHARE") of the
Corporation at a price of US$0.60 per Warrant Share at any time until the
earlier of the close of business on the day which is thirty six (36) months from
the Closing Date (as defined herein) or the bid price of the stock has been
above US$1.50 for sixty (60) consecutive trading days. The Subscriber agrees to
be bound by the terms and conditions set forth in the attached "Terms and
Conditions of Subscription for Common Shares" including without limitation the
representations, warranties and covenants set forth in the applicable schedules
attached thereto. The Subscriber further agrees, without limitation, that the
Corporation may rely upon the Subscriber's representations, warranties and
covenants contained in such documents.
SUBSCRIPTION AND SUBSCRIBER INFORMATION
PLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE
SPACE PROVIDED BELOW
ARTHUR RITCHIE
- --------------------------------------------------------------------------------
(Name of Subscriber)
Account Reference (if applicable): _____________________________________________
By: /s/ Arthur Ritchie
----------------------------------------------------------------------------
Authorized Signature
________________________________________________________________________________
(Official Capacity or Title - if the Subscriber is not an individual)
________________________________________________________________________________
(Name of individual whose signature appears above if different than the name of
the subscriber printed above.)
________________________________________________________________________________
(Subscriber's Address, including Municipality and Province)
________________________________________________________________________________
S.I.N. or Taxation Account of Subscriber
________________________________________________________________________________
(Telephone Number) (Email Address)
Number of Units: 625,000 x US$0.80
-------------
=
Aggregate Subscription Price: US$ 500,000
-----------------------------------------------
(the "SUBSCRIPTION PRICE")
IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL (BENEFICIAL PURCHASER) AND
IS NOT PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY MANAGED BY IT, COMPLETE
THE FOLLOWING:
________________________________________________________________________________
(Name of Principal)
________________________________________________________________________________
(Principal's Address)
________________________________________________________________________________
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2
REGISTER THE SECURITIES AS SET FORTH BELOW:
________________________________________________________________________________
(Name)
________________________________________________________________________________
(Account Reference, if applicable)
________________________________________________________________________________
(Address, including Postal Code)
Number and kind of securities of the Corporation held, directly or indirectly,
if any:
________________________________________________________________________________
________________________________________________________________________________
DELIVER THE SECURITIES AS SET FORTH BELOW:
________________________________________________________________________________
(Name)
________________________________________________________________________________
(Account Reference, if applicable)
________________________________________________________________________________
(Address)
________________________________________________________________________________
(Contact Name) (Telephone Number)
State whether Subscriber is an insider of the Corporation:
Yes [_] No [_]
The Corporation hereby accepts the subscription for Units as set forth in this
Subscription agreement on the terms and conditions contained in this
Subscription Agreement (including all applicable schedules) this 23rd day of
April, 2007.
SAND TECHNOLOGY INC.
Per: /s/ Gilles Therrien
-----------------------------------
Authorized Signing Officer
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SCHEDULE "A"
NON-BROKERED PRIVATE PLACEMENT
TERM SHEET
SAND TECHNOLOLY INC.
OFFERING OF UNITS
APRIL 2007
ISSUER: Sand Technology Inc. (the "CORPORATION")
OFFERING: Up to 1,250,000 Units of the Corporation (the "UNITS")
distributed by way of private placement to exempt
purchasers or accredited investors. Each Unit consists
of two Class A Common Shares (the "Shares") and one
share purchase warrant (a "Warrant") of the
Corporation. Each Warrant will entitle the holder, on
exercise, to purchase one additional Class A Common
Share of the Issuer (a "Warrant Share") at a price of
US$ 0.60 per Warrant Share at any time until the
earlier of the close of business on the day which is
thirty six (36) months from the Closing Date or the bid
price of the stock has been above US$1.50 for 60
consecutive trading days.
TOTAL OFFERING: Up to US$1,000,000
PRICE: US$0.80 per Unit.
WARRANTS: The Warrants will be transferable, but will be subject
to restrictions on transfer imposed by applicable
securities laws.
The certificates representing the Warrants will, among
other things, include provisions for the appropriate
adjustment in the class, number and price of the
Warrant Shares issued upon exercise of the Warrants
upon the occurrence of certain events, including any
subdivision, consolidation or reclassification of the
Corporation's common shares, the payment of dividends
in shares and the amalgamation of the Corporation.
The issue of the Warrants will not restrict or prevent
the Corporation from obtaining any other financing, or
from issuing additional securities or rights, during
the period within which the Warrants may be exercised.
EXEMPTIONS: The offering will be made in accordance with the
following exemptions from prospectus requirements:
(a) The "accredited investor" exemption found in
section 2.3 of National Instrument 45-106
PROSPECTUS AND REGISTRATION EXEMPTIONS (REGULATION
45-106 RESPECTING PROSPECTUS AND REGISTRATION
EXEMPTIONS in Quebec);
(b) The "minimum amount investment ($150,000)
"exemption found in section 2.10 of National
Instrument 45-106 PROSPECTUS AND REGISTRATION
EXEMPTIONS (REGULATION 45-106 RESPECTING
PROSPECTUS AND REGISTRATION EXEMPTIONS in Quebec).
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RESALE RESTRICTIONS The Shares, Warrants and Warrant Shares may be subject
AND LEGENDS: to indefinite resale restrictions under applicable
securities laws.
The Subscribers acknowledge that the certificates
representing the Units will bear the following legends:
"Unless permitted under securities legislation, the
holder of this security must not trade the security
before the date that is 4 months and a day after the
later of (i) the Closing Date, and (ii) the date the
Corporation became a reporting issuer in any province
or territory of Canada."
"These securities have not been registered under the
securities act of 1933 (THE "SECURITIES ACT") or under
applicable state securities laws and may not be sold,
transferred or otherwise disposed of unless registered
under the Securities Act and any applicable state
securities laws or pursuant to available exemptions
from such registration."
Subscribers are advised to consult with their own legal
counsel or advisors to determine the resale
restrictions that may be applicable to them. The
Subscribers are solely responsible for (and the
Corporation is in no way responsible for) the
investor's compliance with applicable resale
restrictions.
USE OF PROCEEDS: The Corporation may use the proceeds from the Offering
for general corporate purposes.
CLOSING DATE: Payment for, and delivery of, the Units is scheduled to
occur on April ___, 2007 or on such other date as may be
determined by the Corporation (the "CLOSING DATE").
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SCHEDULE "B"
CERTIFICATE
ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS
FOR CANADIAN AND OFFSHORE SUBSCRIBERS
The Subscriber certifies that:
[_] he is purchasing a sufficient number of Common Shares such that the
aggregate acquisition cost is not less than $150,000;
OR
[_] he is an "accredited investor" as defined in National Instrument 45-106
Prospectus and Registration Exemptions or REGULATION 45-106 RESPECTING
PROSPECTUS AND REGISTRATION EXEMPTIONS in Quebec("NI 45-106") by virtue of
satisfying one or more of the criteria below [you must certify your status as an
"accredited investor" by initialling one or more] and is purchasing the Units as
principal for its own account and not for the benefit of any other person:
_____ 1. A Canadian financial institution, or a Schedule III
bank.
_____ 2. The Business Development Bank of Canada incorporated
under the BUSINESS DEVELOPMENT BANK OF CANADA ACT
(Canada).
_____ 3. A subsidiary of any person referred to in paragraphs
(1) or (2), if the person owns all of the voting
securities of the subsidiary, except the voting
securities required by law to be owned by directors of
that subsidiary.
_____ 4. A person registered under the securities legislation of
a jurisdiction of Canada as an adviser or dealer, other
than a person registered solely as a limited market
dealer under one or both of the SECURITIES ACT
(Ontario) or the SECURITIES ACT (Newfoundland and
Labrador).
_____ 5. An individual registered or formerly registered under
the securities legislation of a jurisdiction of Canada
as a representative of a person referred to in
paragraph (4).
_____ 6. The Government of Canada or a jurisdiction of Canada,
or any crown corporation, agency or wholly-owned entity
of the Government of Canada or a jurisdiction of
Canada.
_____ 7. A municipality, public board or commission in Canada
and a metropolitan community, school board, the Comite
de gestion de la taxe scolaire de l'Ile de Montreal or
an intermunicipal management board in Quebec.
_____ 8. Any national, federal, state, provincial, territorial
or municipal government of or in any foreign
jurisdiction, or any agency of that government.
_____ 9. A pension fund that is regulated by either the Office
of the Superintendent of Financial Institutions
(Canada) or a pension commission or similar regulatory
authority of a jurisdiction of Canada.
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X 10. An individual who, either alone or with a spouse,
----- beneficially owns, directly or indirectly, financial
assets having an aggregate realizable value that before
taxes, but net of any related liabilities, exceeds
$1,000,000.
_____ 11. An individual whose net income before taxes exceeded
$200,000. in each of the 2 most recent calendar years
or whose net income before taxes combined with that of
a spouse exceeded $300,000. in each of the 2 most
recent calendar years and who, in either case,
reasonably expects to exceed that net income level in
the current calendar year.
_____ 12. An individual who, either alone or with a spouse,
has net assets of at least $5,000,000.
_____ 13. A person, other than an individual or investment
fund, that has net assets of at least $5,000,000 as
shown on its most recently prepared financial
statements.
_____ 14. An investment fund that distributes or has
distributed its securities only to
(i) a person that is or was an accredited investor at
the time of the distribution;
(ii) a person that acquires or acquired securities in
the circumstances referred to in section 2.10
(Minimum amount investment), and 2.19 (Additional
investment in investment funds) of NI 45-106, or
(iii) a person described in paragraph 14(i) or (ii)
that acquires or acquired securities under
section 2.18 (Investment fund reinvestment) of
NI 45-106.
_____ 15. An investment fund that distributes or has
distributed securities under a prospectus in a
jurisdiction of Canada for which the regulator or, in
Quebec, the securities regulatory authority, has issued
a receipt.
_____ 16. A trust company or trust corporation registered or
authorized to carry on business under the Trust and
Loan Companies Act (Canada) or under comparable
legislation in a jurisdiction of Canada or a foreign
jurisdiction, acting on behalf of a fully managed
account managed by the trust company or trust
corporation, as the case may be.
_____ 17. A person acting on behalf of a fully managed
account managed by that person, if that person
(i) is registered or authorized to carry on business
as an adviser or the equivalent under the
securities legislation of a jurisdiction of Canada
or a foreign jurisdiction, and
(ii) in Ontario, is purchasing a security that is not a
security of an investment fund.
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_____ 18. A registered charity under the INCOME TAX ACT
(Canada) that, in regard to the trade, has obtained
advice from an eligibility adviser or an adviser
registered under the securities legislation of the
jurisdiction of the registered charity to give advice
on the securities being traded.
_____ 19. An entity organized in a foreign jurisdiction that
is analogous to any of the entities referred to in
paragraphs (1) to (4) or paragraph (9) in form and
function.
_____ 20. A person in respect of which all of the owners of
interests, direct, indirect or beneficial, except the
voting securities required by law to be owned by
directors, are persons that are accredited investors.
_____ 21. An investment fund that is advised by a person
registered as an adviser or a person that is exempt
from registration as an adviser.
_____ 22. A person that is recognized or designated by the
securities regulatory authority or, except in Ontario
and Quebec, the regulator as
(i) an accredited investor, or
(ii) an exempt purchaser in Alberta or British Columbia
after September 14, 2005.
For the purposes of the foregoing certification, the following definitions
apply:
(a) "AFFILIATE" means that an issuer is an affiliate of another issuer if:
(i) one of them is the subsidiary of the other, or
(ii) each of them is controlled by the same person.
(b) "CANADIAN FINANCIAL INSTITUTION" means
(i) an association governed by the COOPERATIVE CREDIT ASSOCIATIONS ACT
(Canada) or a central cooperative credit society for which an order
has been made under section 473(1) of that Act, or
(ii) a bank, loan corporation, trust company, trust corporation, insurance
company, treasury branch, credit union, caisse populaire, financial
services cooperative, or league that, in each case, is authorized by
an enactment of Canada or a jurisdiction of Canada to carry on
business in Canada or a jurisdiction of Canada.
(c) "COMPANY" means any corporation, incorporated association, incorporated
syndicate or other incorporated organization;
(d) "CONTROL PERSON" has the same meaning as in securities legislation except
in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia,
Nunavut, Ontario, Prince Edward Island and Quebec where control person
means any person that holds or is one of a combination of persons that
holds
(i) a sufficient number of any of the securities of an issuer so as to
affect materially the control of the issuer, or
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(ii) more than 20% of the outstanding voting securities of an issuer except
where there is evidence showing that the holding of those securities
does not affect materially the control of the issuer.
(e) "ENTITY" means a company, syndicate, partnership, trust or unincorporated
organization;
(f) "FINANCIAL ASSETS" means cash, securities, or any contract of insurance or
deposit or evidence thereof that is not a security for the purposes of the
securities legislation;
(g) "FULLY MANAGED ACCOUNT" means an account of a client for which a person
makes the investment decisions if that person has full discretion to trade
in securities for the account without requiring the client's express
consent to a transaction;
(h) "MUTUAL FUND" means:
(i) for the purposes of British Columbia law,
(A) an issuer of a security that entitles the holder to receive
on demand, or within a specified period after demand, an
amount computed by reference to the value of a proportionate
interest in the whole or in a part of the net assets,
including a separate fund or trust account, of the issuer of
the security,
(B) an issuer described in an order that the commission may make
under section 3.2 of the SECURITIES ACT (B.C.), and
(C) an issuer that is in a class of prescribed issuers,
but does not include an issuer, or a class of issuers, described
in an order that the commission may make under section 3.1 of the
SECURITIES ACT (B.C.);
(ii) for the purposes of Alberta law,
(A) an issuer whose primary purpose is to invest money provided
by its security holders and whose securities entitle the
holder to receive on demand, or within a specified period
after demand, an amount computed by reference to the value
of a proportionate interest in the whole or in part of the
net assets, including a separate fund or trust account, of
the issuer, or
(B) an issuer that is designated as a mutual fund under section
10 of the ALBERTA SECURITIES ACt (Alberta) or in accordance
with the regulations,
but does not include an issuer, or class of issuers, that is
designated under section 10 of the ALBERTA SECURITIES ACT
(Alberta) not to be a mutual fund;
(iii) for the purposes of Ontario law, an issuer whose primary purpose is
to invest money provided by its security holders and whose securities
entitle the holder to receive on demand, or within a specified period
after demand, an amount computed by reference to the value as a
proportionate interest in the whole or in part of the net assets,
including a separate fund or trust account, of the issuer;
(iv) for the purposes of Quebec law, a company issuing shares which must,
on request of the holder, redeem them at their net asset value;
(i) "NON-REDEEMABLE INVESTMENT FUND" means an issuer:
(i) whose primary purpose is to invest money provided by its security
holders;
(ii) that does not invest,
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(A) for the purpose of exercising or seeking to exercise control
of an issuer, other than an issuer that is a mutual fund or
a non-redeemable investment fund, or
(B) for the purpose of being actively involved in the management
of any issuer in which it invests, other than an issuer that
is a mutual fund or a non-redeemable investment fund, and
(iii) that is not a mutual fund;
(j) "PERSON" includes
(i) an individual,
(ii) a corporation,
(iii) a partnership, trust, fund and an association, syndicate,
organization or other organized group of persons, whether incorporated
or not, and
(iv) an individual or other person in that person's capacity as a trustee,
executor, administrator or personal or other legal representative;
(k) "PORTFOLIO ADVISER" means:
(i) a portfolio manager; or
(ii) a broker or investment dealer exempted from registration as an adviser
under section 148 of the regulation made under the SECURITIES ACT
(Ontario) if that broker or investment dealer is not exempt from the
by-laws or regulations of the Toronto Stock Exchange or the Investment
Dealers' Association of Canada referred to in that section;
(l) "RELATED LIABILITIES" means liabilities incurred or assumed for the purpose
of financing the acquisition or ownership of financial assets or
liabilities that are secured by financial assets;
(m) "SPOUSE" means an individual who:
(i) is married to another individual and is not living separate and apart
within the meaning of the DIVORCE ACT (Canada) from the other
individual,
(ii) is living with another individual in a marriage-like relationship,
including a marriage-like relationship between individuals of the same
gender, or
(iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or
is an adult interdependent partner within the meaning of the ADULT
INTERDEPENDENT RELATIONSHIPS ACT (Alberta);
(n) "SUBSIDIARY" means an issuer that is controlled directly or indirectly by
another issuer and includes a subsidiary of that subsidiary.
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VOID AND OF NO VALUE AFTER 5:00 P.M. MONTREAL TIME, ON MAY 25, 2010
Number: 2007-02 625,000
Share Purchase Warrants
SAND TECHNOLOGY INC.
SHARE PURCHASE WARRANTS
This is to certify that, for value received, the holder of this certificate is
entitled to purchase at any time and prior to 5:00 p.m., Montreal local time, on
May 25, 2010, fully paid and non-assessable Class A common shares (the "COMMON
SHARES") in the capital of SAND TECHOLOGY INC. (the "CORPORATION") as
constituted on the date hereof, by surrendering to the Corporation in Montreal,
this warrant certificate, with a subscription in the form set forth on the
reverse side hereof duly completed and executed and a cheque or money order
payable to the order of the Corporation for the purchase price of the Common
Shares so subscribed for. One warrant is required to subscribe for one Common
Share. The holder of this certificate may purchase less than the number of
Common Shares entitled to be purchased on surrender of this certificate, in
which event one or several new certificate(s) covering the Common Shares not
purchased will be issued to the holder.
This certificate, the subscription on the reverse hereof, and cheque or money
order shall be deemed to be so surrendered only upon receipt thereof by the
Corporation at the address indicated on the subscription form.
The price payable for each Common Share upon exercise of the warrants is US$0.60
until the earlier of the close of business on the day which is thirty six (36)
months from the closing date or the bid price of the stock has been above
US$1.50 for sixty (60) consecutive trading days.
The warrants represented by this certificate are issued under and pursuant to
certain terms and conditions attached to them dated May 25, 2007.
This certificate or the holding thereof shall not constitute the holder a
shareholder of the Corporation nor entitle any such holder to any right or
interest in respect thereof. This certificate is transferable by delivery.
IN WITNESS WHEREOF the Corporation has caused this share purchase warrant
certificate to be signed by its President and Chief Executive Officer and
Vice-President, Finance and Administration and Chief Financial Officer as of the
25th day of May, 2007.
SAND TECHNOLOGY INC.
Per: /s/ Arthur Ritchie
--------------------------------------------------------------
Arthur G. Ritchie, President and Chief Executive Officer
Per: /s/ Gilles Therrien
--------------------------------------------------------------
Gilles Therrien, Vice-President, Finance and Administration
and Chief Financial Officer
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SUBSCRIPTION FORM
TO: SAND TECHNOLOGY INC.
215 Redfern Avenue
Suite 410
Montreal, Quebec H3Z 3L5
The undersigned, holder of the within share purchase warrant certificate, hereby
subscribes for ___________________ Common Shares of Sand Technology Inc.
pursuant to the within certificate, at the subscription price of
US$___________________ per Common Share (or such number of common shares or
other securities to which such subscription entitles the undersigned in lieu
thereof or in addition thereto), on the terms specified in the said certificate.
The undersigned encloses herewith a certified cheque or money order payable to
the order of Sand Technology Inc. in payment of the subscription price.
The undersigned hereby directs that the said Common Shares be registered as
follows:
________________________________________________________________________________
Name(s) in full
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Address(es) (including Postal Code)
Number of Common Shares: ______________
Total subscription price: _____________
DATED this ____________________________
_______________________________________
Name of Subscriber
_______________________________________
Signature of Subscriber
_______________________________________
_______________________________________
Address of Subscriber
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
LATER OF (i) MAY 25, 2007, AND (ii) THE DATE SAND TECHNOLOGY INC. BECAME A
REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
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TERMS AND CONDITIONS ATTACHED TO WARRANTS
Terms and Conditions attached to the Share Purchase Warrants issued by Sand
Technology Inc. (the "CORPORATION") on even date.
ARTICLE ONE - INTERPRETATION
SECTION 1.01 - DEFINITIONS
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a) "HEREIN", "HEREBY" and similar expressions refer to these Terms and
Conditions as the same may be amended or modified from time to time; and
the expressions "ARTICLE" and "SECTION" followed by a number refer to the
specified Article or Section of these Terms and Conditions;
(b) "WARRANTS" mean the Share Purchase Warrants of the Corporation issued and
presently authorized, as set out in Section 2.01 hereof and for the time
being outstanding;
(c) "WARRANT HOLDER" of "HOLDER" means the holder of the Warrants;
(d) "CORPORATION" means Sand Technology Inc. until a successor corporation will
have become such in the manner prescribed in Article 7 and thereafter
"CORPORATION" will mean such successor corporation;
(e) "DIRECTOR" means a Director of the Corporation for the time being and
reference, without more, to action by the Directors means action by the
Directors of the Corporation as a Board, or whenever duly empowered, action
by an executive committee of the Board;
(f) "CORPORATION'S AUDITORS" means an independent firm of accountants duly
appointed as Auditors of the Corporation;
(g) "SHARES" means the Class A common shares in the capital of the Corporation
as constituted at the date hereof and any shares resulting from any
subdivision or consolidation of the shares;
(h) "PERSON" means an individual, corporation, partnership, trustee or any
unincorporated organization and words importing persons have a similar
meaning;
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SECTION 1.02 - INTERPRETATION NOT AFFECTED BY HEADINGS
The division of these Terms and Conditions into Articles and Sections and the
insertion of headings are for convenience of reference only and will not affect
the construction or interpretation thereof.
SECTION 1.03 - APPLICABLE LAW
The Warrants will be construed in accordance with the laws of the Province of
Quebec and the laws of Canada applicable thereto and will be treated in all
respect as Quebec contracts.
ARTICLE TWO - ISSUE OF WARRANTS
SECTION 2.01 - ISSUE OF SHARE PURCHASE WARRANTS
Warrants entitling the Holder thereof to purchase an aggregate of 750,000 Shares
are authorized to be issued by the Corporation.
SECTION 2.02 - ADDITIONAL WARRANTS
The Corporation may at any time and from time to time issue additional warrants
or grant options or similar rights to purchase Shares of its share capital.
SECTION 2.03 - ISSUE IN SUBSTITUTION FOR LOST WARRANTS
(1) In case a Warrant will become mutilated, lost, destroyed or stolen, the
Corporation in its discretion may issue and deliver a new Warrant of like
date and tenor as the one mutilated, lost, destroyed or stolen, in exchange
for and in place of and upon cancellation of such mutilated Warrant, or in
lieu of, and in substitution for such lost, destroyed or stolen Warrant and
the substituted Warrant will be entitled to the benefit hereof and rank
equally in accordance with its terms with all other warrants issued or to
be issued by the Corporation.
(2) The applicant for the issue of a new Warrant pursuant hereto will bear the
cost of the issue thereof and in case of loss, destruction or theft,
furnish to the Corporation such evidence of ownership and of loss,
destruction or theft of the Warrant so lost, destroyed or stolen as will be
satisfactory to the Corporation in its discretion and such applicant may
also be required to furnish indemnity in amount and form satisfactory to
the Corporation in its discretion and will pay the reasonable charges of
the Corporation in connection therewith.
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SECTION 2.04 - WARRANT HOLDER NOT A SHAREHOLDER
The holding of a Warrant will not constitute the holder thereof a shareholder of
the Corporation or entitle him to any right or interest in respect thereof
except as in the Warrant expressly provided.
ARTICLE THREE - NOTICE
SECTION 3.01 - NOTICE TO WARRANT HOLDERS
Any notice to be given to the Holders will be sent by prepaid registered post to
the original Holders and will be deemed to have been received by the Holders on
the fourth day following the mailing thereof.
SECTION 3.02 - NOTICE TO THE CORPORATION
Any notice to be given to the Corporation will be sent by prepaid registered
post addressed to the Corporation at its head office and will be deemed to have
been received by the Corporation on the fourth day following the mailing
thereof.
ARTICLE FOUR - EXERCISE OF WARRANTS
SECTION 4.01 - METHOD OF EXERCISE OF WARRANTS
The right to purchase Shares conferred by the Warrants may be exercised by the
Holder of such Warrant surrendering it, with a duly completed and executed
subscription in the form attached thereto and cash or a cheque payable to or to
the order of the Corporation, at par, in Montreal, Quebec, for the purchase
price applicable at the time of surrender in respect of the Shares subscribed
for in lawful money of the United States of America, to the Corporation at its
principal office in the City of Montreal, Quebec.
SECTION 4.02 - EFFECT OF EXERCISE OF WARRANTS
(1) Upon surrender and payment as aforesaid the Shares so subscribed for will
be deemed to have been issued and such person will be deemed to have become
the holder of record of such Shares on the date of such surrender and
payment, and such Shares will be issued at the subscription price in effect
on the date of such surrender and payment.
(2) Within ten (10) business days after such surrender and payment as
aforesaid, the Corporation will forthwith cause to be delivered to the
person in whose name the Shares so subscribed for are to be issued as
specified in such subscription or mailed to him at his address specified in
such subscription, a certificate for the
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appropriate number of Shares not exceeding those which the Warrant Holder
is entitled to purchase pursuant to the Warrant surrendered.
SECTION 4.03 - SUBSCRIPTION FOR LESS THAN ENTITLEMENT
The holder of a Warrant may subscribe for and purchase a number of Shares less
than the number which he is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a number of Shares less than the number
which can be purchased pursuant to a Warrant, the holder thereof upon exercise
thereof will in addition be entitled to receive a new Warrant in respect of the
balance of the Shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased.
SECTION 4.04 - EXPIRATION OF WARRANTS
After the expiration of the period within which a Warrant is exercisable, all
rights thereunder will wholly cease and terminate and such Warrant will be void
and of no effect.
SECTION 4.05 - EXERCISE PRICE
The price per share which must be paid to exercise a Warrant is, as set for in
the Warrant, US$0.60 for each share until the earlier of the close of business
on the day which is thirty six (36) months from the closing date or the bid
price of the stock has been above US$1.50 for sixty (60) consecutive trading
days.
SECTION 4.06 - ADJUSTMENT OF EXERCISE PRICE
In the event of any subdivision of the Shares of the Corporation as said Shares
are presently constituted at any time while this Warrant is outstanding, into a
greater number of Shares, the Corporation will thereafter deliver at any time or
times of purchase of Shares hereunder, in addition to the number of Shares in
respect of which the right to purchase is then being exercised, such additional
number of Shares as result from said subdivision and the purchase price will be
adjusted accordingly.
In the event of any consolidation of the Shares of the Corporation as said
Shares are presently constituted at any time while this Warrant is outstanding,
into a lesser number of Shares, the Corporation will thereafter deliver and the
Holder hereof will accept, at the time of purchase of Shares hereunder, in lieu
thereof, the number of shares as result from such consolidation and the purchase
price will be adjusted accordingly.
In the event of reclassification of the Shares of the Corporation, as said
Shares are presently constituted at any time while this Warrant is outstanding,
the Corporation will thereafter deliver at the time of purchase of Shares
hereunder the number of shares of the appropriate class resulting from the said
reclassification as the Holder would have
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been entitled to receive in respect of the number of shares so purchased had the
right to purchase been exercised before such reclassification.
SECTION 4.07 - DETERMINATION OF ADJUSTMENTS
If any questions will at any time arise with respect to the exercise price, such
question will be conclusively determined by the Corporation's Auditors, or, if
they decline to so act any other firm of Chartered Accountants, in Montreal,
Quebec, that the Corporation may designate and who will have access to all
appropriate records and such determination will be binding upon the Corporation
and the holders of the Warrants.
ARTICLE FIVE - COVENANTS BY THE CORPORATION
SECTION 5.01
The Corporation has reserved and there will remain unissued out of its
authorized capital a sufficient number of Shares to satisfy the rights or
purchase provided for herein and in the Warrants should the holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all Shares which they are or may be entitled to purchase pursuant
thereto and hereto.
ARTICLE SIX - WAIVER OF CERTAIN RIGHTS
SECTION 6.01
The Warrant holder hereby waives and releases any right, cause of action or
remedy now or thereafter existing in any jurisdiction against any past, present
or future incorporator, shareholder Director or Officer (as such) of the
Corporation for this issue of Shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Corporation herein contained.
ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS
SECTION 7.01 - MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES
From time to time the Corporation may with the consent of the Warrant Holder,
subject to the provision of these presents, and it will, when so directed by
these presents, modify the Terms and Conditions hereof, for any one or more of
all of the following purposes:
(a) Adding to the provisions hereof such additional covenants and enforcement
provisions as, in the opinion of Counsel for the Corporation, are necessary
or advisable in the premises;
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(b) For any other purpose not inconsistent with the terms hereof, including the
correction or rectification of any ambiguities, defective provisions,
errors or omissions herein; and
(c) To evidence any succession of any corporation and the assumption by any
successor of the covenants of the Corporation herein and in the Warrants
contained as provided hereinafter in this Article.
SECTION 7.02 - CORPORATION MAY CONSOLIDATE, ETC, ON CERTAIN TERMS
Nothing therein contained will prevent any consolidation, amalgamation or merger
of the Corporation with or into any other corporation, or a conveyance or
transfer of all or substantially all the properties and estate of the
Corporation as an entirety to any corporation lawfully entitled to acquire and
operate the same; provided however that the corporation formed by such
consolidation or into which such merger will have been made or which acquires by
conveyance or transfer all or substantially all the properties and estates of
the Corporation as an entirety will be a corporation organized and existing
under the laws of Canada or of the United States of America, or any Province,
State, District or Territory thereof, and will, simultaneously with such
consolidation, amalgamation, merger, conveyance or transfer, assume the due and
punctual performance and observance of all the covenants and conditions hereof
to be performed or observed by the Corporation.
SECTION 7.03 - SUCCESSOR CORPORATION SUBSTITUTED
In case the Corporation, pursuant to Section 7.02, will be consolidated,
amalgamated or merged with or into any other corporation, or will convey or
transfer all or substantially all of the properties and estates of the
Corporation as an entirety to any other corporation, the successor corporation
formed by such consolidation or amalgamation, or into which the Corporation will
have been merged or which will have received a conveyance or transfer as
aforesaid, will succeed to and be substituted for the Corporation hereunder.
Such changes in phraseology and form (but not in substance) may be made in the
Warrants as may be appropriate in view of such consolidation, amalgamation,
merger or transfer.
DATED as of this 25th day of May, 2007.
SAND TECHNOLOGY INC.
Per: (s) Arthur G. Ritchie
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Arthur G. Ritchie
President and Chief Executive Officer
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Per: (s) Gilles Therrien
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Gilles Therrien
Vice President, Finance and Administration
and Chief Financial Officer