CERTIFICATE NO.___
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. 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 SHARES AND
WARRANTS HAVE BEEN REGISTERED UNDER THE 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 BY
REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
WORLDBID CORPORATION
A NEVADA CORPORATION
SERIES X
COMMON STOCK PURCHASE WARRANT CERTIFICATE
___, 2001
1. Issuance
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THIS IS TO CERTIFY THAT, for value received, name , of address state country
(the "Holder"), shall have the right to purchase from Worldbid Corporation, a
Nevada corporation (the "Corporation"), units (_no. units ) fully paid and
nonassessable shares of the Corporation's common stock (the "Common Stock"),
subject to further adjustment as set forth in Section 6 hereof, at any time
until 5:00 P.M., Pacific time, on the 30th day of September, 2004 (the
"Expiration Date") at an exercise price (the "Exercise Price") equal to $0.05 US
per share during the period from the date of issuance to September 30, 2002,
$0.10 US per share during the period from October 1, 2002 to September 30, 2003
and $0.15 US per share during the period from October 1, 2003 to the Expiration
Date.
2. Exercise of Warrants
----------------------
This Warrant is exercisable in whole or in partial allotments of no less than
10,000 shares at the Exercise Price per share of Common Stock payable hereunder,
payable in cash or by certified or official bank check. Upon surrender of this
Warrant Certificate with the annexed
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Notice of Exercise Form duly executed, together with payment of the
Exercise Price for the shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common
Stock so purchased. No fractional shares shall be issued in connection with any
exercise of this Warrant. In lieu of the issuance of any fractional share, the
Corporation shall make a cash payment equal to the then fair market value of
such fractional share as determined by the Corporation's Board of
Directors.
3. Reservation of Shares
-----------------------
The Corporation hereby agrees that at all times during the term of this Warrant
there shall be reserved for issuance upon exercise of this Warrant such number
of shares of its Common Stock as shall be required for issuance upon exercise of
this Warrant (the "Warrant Shares").
4. Mutilation or Loss of Warrant
---------------------------------
Upon receipt by the Corporation of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of loss,
theft or destruction) receipt of reasonably satisfactory indemnification, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Corporation will execute and deliver a new Warrant of like tenor and date and
any such lost, stolen, destroyed or mutilated Warrant shall thereupon become
void.
5. Rights of the Holder
-----------------------
The Holder shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Corporation, either at law or equity, and the rights of the
Holder are limited to those expressed in this Warrant and are not enforceable
against the Corporation except to the extent set forth herein.
6. Protection Against Dilution.
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The Exercise Price and the number of shares which can be purchased by the Holder
upon the exercise of this Warrant shall be subject to adjustment in the events
and in the manner following:
(1) If and whenever the shares at any time outstanding shall be subdivided
into a greater or consolidated into a lesser number of shares, the Exercise
Price shall be decreased or increased proportionately as the case may be; upon
any such subdivision or consolidation, the number of shares which can be
purchased upon the exercise of this warrant certificate shall be increased or
decreased proportionately as the case may be.
(2) In case of any capital reorganization or of any reclassification of the
capital of the Corporation or in case of the consolidation, merger or
amalgamation of the Corporation with or into any other company, this Warrant
shall after such capital reorganization, reclassification of capital,
consolidation, merger or amalgamation confer the right to purchase the number of
shares or other securities of the Corporation or of the Corporation resulting
from such capital reorganization, reclassification, consolidation, merger or
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amalgamation, as the case may be, to which the Holder of the shares deliverable
at the time of such capital reorganization, reclassification of capital,
consolidation, merger or amalgamation, upon the exercise of this Warrant would
have been entitled. On such capital reorganization, reclassification,
consolidation, merger or amalgamation appropriate adjustments shall be made in
the application of the provisions set forth herein with respect to the rights
and interest thereafter of the Holder of this Warrant so that the provisions set
forth herein shall thereafter be applicable as nearly as may reasonably be in
relation to any shares or other securities thereafter deliverable on the
exercise of this Warrant.
(3) The rights of the Holder evidenced hereby are to purchase shares prior
to or on the date set out on the face of this Warrant. If there shall, prior to
the exercise of any of the rights evidenced hereby, be any reorganization of the
authorized capital of the Corporation by way of consolidation, merger,
subdivision, amalgamation or otherwise, or the payment of any stock dividends,
then there shall automatically be an adjustment in either or both of the number
of shares which may be purchased pursuant hereto or the price at which such
shares may be purchased so that the rights evidenced hereby shall thereafter as
reasonably as possible be equivalent to those originally granted hereby. The
Corporation shall have the sole and exclusive power to make such adjustments as
it considers necessary and desirable.
(4) The adjustments provided for herein in the subscription rights
represented by this Warrant are cumulative.
7. Transfer to Comply with the Securities Act and Other Applicable
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Securities Legislation
----------------
This Warrant and the Warrant Shares have not been registered under the
Securities Act of 1933, as amended, (the "Act") and have been issued to the
Holder pursuant to Regulation S of the Act on the representations of the Holder
in a subscription agreement executed by the Holder in favor of the Corporation.
Neither this Warrant nor any of the Warrant Shares or any other security issued
or issuable upon exercise of this Warrant may be sold, transferred, pledged or
hypothecated in the absence of an effective registration statement under the Act
relating to such security or an opinion of counsel reasonably satisfactory to
the Corporation that registration is not required under the Act. Each
certificate for the Warrant, the Warrant Shares and any other security issued or
issuable upon exercise of this Warrant shall contain a legend on the face
thereof, in form and substance satisfactory to counsel for the Corporation,
setting forth the restrictions on transfer contained in this Section. By
acceptance of this certificate, the Holder acknowledges and agrees that:
(1) The Holder will only sell the Warrants and the shares issuable upon
exercise of the Warrants (the "Warrant Shares") only in accordance with the
provisions
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of Regulation S of the Act, pursuant to registration under the Act, or pursuant
to an available exemption from registration pursuant to the Act;
(2) The Corporation will refuse to register any transfer of the Warrants and
the Warrant Shares not made in accordance with the provisions of Regulation S of
the Act, pursuant to registration under the Act, or pursuant to an available
exemption from registration;
(3) The Holder will not engage in hedging transactions except in accordance
with the Act;
(4) The Holder is not entitled to any registration rights with respect to
the Warrants or the Warrant Shares.
All certificates representing the Warrant Shares will be endorsed with the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT."
In addition, the Holder will comply with all other applicable securities
legislation in addition to the Act to which the Holder is subject in selling or
transferring any Warrants or Warrant Shares and the Company may refuse to
register any sale or transfer not in compliance with such other securities
legislation.
8. Payment of Taxes
------------------
The Corporation shall not be required to pay any tax or other charge imposed in
connection with the exercise of this Warrant or a permissible transfer involved
in the issuance of any certificate for shares issuable under this Warrant in the
name other than that of the Holder, and in any such case, the Corporation shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the Corporation's
satisfaction that no such tax or other charge is due.
9. Notices
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Any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given upon, (a) by personal delivery or telecopy, or (ii)
one business day after deposit with a nationally recognized overnight delivery
service such as Federal Express, with postage and fees prepaid, addressed to
each of the other parties thereunto entitled at the following addresses, or at
such other addresses as a party may designate by written notice to each of the
other parties hereto.
CORPORATION: WORLDBID CORPORATION
Attention: Mr. Logan Anderson, Chief Executive Officer
810 Peace Portal Drive, Suite 201
Blaine, Washington
98230
fax: (250) 475-2281
with a copy to: CANE & COMPANY
Attention: Michael A. Cane, Esq.
2300 West Sahara Avenue, Suite 500, Box 18
Las Vegas, Nevada 89102
fax: (702) 312-6249
HOLDER: At the address set forth above.
10. Governing Law
--------------
This Warrant shall be deemed to be a contract made under the laws of the State
of Nevada and for all purposes shall be governed by and construed in accordance
with the laws of the State of Nevada applicable to contracts to be made and
performed entirely within the State of Nevada.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed
and delivered by its duly authorized officer.
WORLDBID CORPORATION
by its authorized signatory:
________________________
Logan Anderson
Chief Executive Officer
SUBSCRIPTION FORM
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TO: WORLDBID CORPORATION
A Nevada Corporation (the "Corporation")
Dear Sirs:
The undersigned (the "Subscriber") hereby exercises the right to purchase and
hereby subscribes for shares of the common stock of Worldbid Corporation (the
"Shares") referred to in the Series X Common Stock Purchase Warrant Certificate
surrendered herewith according to the terms and conditions thereof and herewith
makes payment by cash, certified check or bank draft of the purchase price in
full for the Shares in accordance with the Warrant.
Please issue a certificate for the shares being purchased as follows in the name
of the Subscriber:
NAME:
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(Please Print)
ADDRESS:
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The Subscriber represents and warrants to the Corporation that:
(a) The Subscriber has not offered or sold the Shares within the meaning of
the United States Securities Act of 1933 (the "Securities Act");
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(b) The Subscriber is acquiring the Shares for its own account for
investment, with no present intention of dividing my interest with others or of
reselling or otherwise disposing of all or any portion of the same;
(c) The Subscriber does not intend any sale of the Shares either currently
or after the passage of a fixed or determinable period of time or upon the
occurrence or non-occurrence of any predetermined event or circumstance;
(d) The Subscriber has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for or which is
likely to compel a disposition of the Shares;
(e) The Subscriber is not aware of any circumstances presently in existence
which are likely in the future to prompt a disposition of the Shares;
(f) The Shares were offered to the Subscriber in direct communication
between the Subscriber and the Corporation and not through any advertisement of
any kind;
(g) The Subscriber has the financial means to bear the economic risk of the
investment which it hereby agrees to make;
(h) This subscription form will also confirm the Subscriber's understanding
as follows:
(i) The Subscriber will only sell the Shares in accordance with the
provisions of Regulation S of the Act pursuant to registration under the Act, or
pursuant to an available exemption from registration pursuant to the Act;
(ii) The Corporation will refuse to register any transfer of the Shares not
made in accordance with the provisions of Regulation S of the Act, pursuant to
registration under the Act, or pursuant to an available exemption from
registration;
(iii) The Subscriber will not engage in hedging transactions except in
accordance with the Act;
(iv) The Subscriber has no right to require the Corporation to register the
Shares under the Act;
(v) The certificates representing the Shares will be endorsed with the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT."
(vi) The Subscriber is not a U.S. Person, as defined in Regulation S of the
Act.
Please deliver a share certificate in respect of the common shares referred to
in the warrant certificate surrendered herewith but not presently subscribed
for, to the Subscriber.
DATED this day of,.
Signature of Subscriber:
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Name of Subscriber:
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Address of Subscriber:
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