THIS WARRANT IS NON-TRANSFERABLE
WARRANT FOR THE PURCHASE OF COMMON SHARES OF
SIDEWARE SYSTEMS INC.
(Incorporated under the laws of British Columbia)
WARRANT NUMBER: 00-02-28 (REPLACEMENT)
RIGHT TO PURCHASE 139,000 COMMON SHARES
THIS IS TO CERTIFY THAT, for value received, AGORA PARTNERS (the "Holder")
"Holder"), is entitled to subscribe for and purchase 139,000 fully paid
and non-assessable Common Shares without par value in the capital
stock (as constituted on March 20, 2000) of Sideware Systems Inc. (the
"Company") at the price of US$3.00 per share at any time during the
Term, as defined below.
THE TERM OF THIS WARRANT SHALL BE AS FOLLOWS:
1. SUBJECT TO BEING ABRIDGED PURSUANT TO 2, BELOW, THE TERM SHALL
EXPIRE AT 4:00 IN THE AFTERNOON (VANCOUVER TIME) ON APRIL 13,
2002.
2. NOTWITHSTANDING PARAGRAPH 1, THE TERM SHALL EXPIRE AT 4:00 IN THE
AFTERNOON (VANCOUVER TIME) ON THE THIRTIETH CALENDAR DAY
FOLLOWING A DETERMINATION BY THE COMPANY (A "DETERMINATION") THAT
THE 20 DAY WEIGHTED AVERAGE TRADING PRICE OF THE COMPANY'S SHARES
ON THE TORONTO STOCK EXCHANGE OVER ANY PERIOD OF 20 CONSECUTIVE
TRADING DAYS (AS CALCULATED IN ACCORDANCE WITH THE RULES OF THE
TORONTO STOCK EXCHANGE) HAS EXCEEDED US$3.75. FOR GREATER
CERTAINTY, HOWEVER, NOTHING IN THIS PARAGRAPH 2 SHALL HAVE THE
EFFECT OF EXTENDING THE TERM OF THIS WARRANT BEYOND THE PERIOD
SET OUT IN 1, ABOVE.
Forthwith after any Determination, the Company shall notify the Holder
of the Determination in writing, and of the date on which Term will
expire, as set out above.
The rights represented by this Warrant may be exercised by the Holder,
in whole or in part (but not as to a fractional share), by completing
the subscription form attached hereto and surrendering this Warrant at
the office of the Company, 102 - 930 West 1st Street, North Vancouver,
British Columbia, V7P 3N4, together with a certified cheque, money
order or bank draft payable to or to the order of the Company in
payment of the purchase price of the number of Common Shares
subscribed for.
In the event of an exercise of the rights represented by this Warrant,
certificates for the Common Shares so purchased shall be delivered to
the Holder within a reasonable time, not exceeding ten (10) days after
the rights represented by this Warrant shall have been exercised and,
unless this Warrant has expired, a new Warrant representing the number
of Common Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be
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issued to the Holder within such time.
The Company covenants and agrees that all Common Shares which may be
issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be fully paid and non-assessable. The Company
further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved a sufficient number of
Common Shares to provide for the exercise of the rights represented by
this Warrant.
THIS WARRANT IS ISSUED ON THE FOLLOWING TERMS AND CONDITIONS:
1. In the event of any subdivision of the Common Shares of the
Company as such shares are constituted on the date hereof, at any
time while this Warrant is outstanding, into a greater number of
Common Shares, the Company will thereafter deliver at the 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 such
subdivision without any additional payment or other consideration
therefor.
2. In the event of any consolidation of the Common Shares of the
Company as such shares are constituted on the date hereof, at any
time while this Warrant is outstanding, into a lesser number of
Common Shares, the number of shares represented by this Warrant
shall thereafter be deemed to be consolidated in like manner and
any subscription by the Holder for shares hereunder shall be
deemed to be a subscription for shares of the Company as
consolidated.
3. In the event of any reclassification of the Common Shares of the
Company at any time while this Warrant is outstanding, the
Company shall thereafter deliver at the time of the purchase of
shares hereunder the number of shares of the appropriate class
resulting from the reclassification as the Holder would have been
entitled to receive in respect of the number of shares so
purchased had the right to purchase been exercised before such
reclassification.
4. In the event that subdivided, consolidated or reclassified shares
become issuable hereunder pursuant to paragraphs 1, 2, or 3
above, the aggregate exercise price payable to purchase 100% of
such shares shall be equivalent to the aggregate price payable to
purchase all of the Common Shares represented hereby prior to
such subdivision, consolidation or reclassification at the
exercise price per share set forth on the first page of this
Warrant. In the event of the exercise of a portion of this
Warrant to purchase subdivided, consolidated or reclassified
shares, the exercise price in respect of such portion shall be
that percentage portion of the total exercise price, calculated
as set forth in the foregoing, as is equivalent to the percentage
portion of this Warrant then being exercised.
5. As used herein, the term "Common Shares" shall mean and include
the Company's
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presently authorized Common Shares and shall also
include any capital stock of any class of the Company hereafter
authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holder thereof to
participate in dividends and in the distribution of assets upon
the voluntary or involuntary liquidation, dissolution or winding
up of the Company.
6. This Warrant shall not entitle the Holder to any rights as a
member of the Company, including without limitation, voting
rights.
7. The Holder, by acceptance of this Warrant, agrees that any shares
acquired by the Holder pursuant to this Warrant will be subject
to resale restrictions under the laws of British Columbia and the
United States and that the following restrictive legends may be
placed on certificates representing such shares:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND ARE
"RESTRICTED SECURITIES" AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR
INDIRECTLY, NOR MAY THE SHARES BE TRANSFERRED ON THE BOOKS OF THE
COMPANY, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL
APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR
COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM TO THE
SATISFACTION OF THE COMPANY, SUCH COMPLIANCE, AT THE OPTION OF
THE COMPANY, TO BE EVIDENCED BY AN OPINION OF THE SHAREHOLDERS'
COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF
SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED
TRANSFER OR ASSIGNMENT."
8. Nothing contained herein shall confer any right upon the Holder
or any other person to subscribe for or purchase any shares of
the Company at any time subsequent to 4:00 in the afternoon
(Vancouver Time) on April 13, 2002, and from and after such time
this Warrant and all rights hereunder shall be void and of no
value.
9. Time shall be of the essence hereof.
IN WITNESS WHEREOF Sideware Systems Inc. has caused its common seal to
be affixed and this Warrant to be signed as of the 22nd day of
March, 2001.
SIDEWARE SYSTEMS INC.
Per: "Grant Sutherland"
Authorized Signatory
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SUBSCRIPTION FORM
To: Sideware Systems Inc.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
The holder of the within Share Purchase Warrant, ,
hereby subscribes for Common Shares
referred to therein according to the terms and conditions thereof, and
herewith makes payment of the purchase price in full for the said
number of shares at the rate of US$1.00 per share. A certified
cheque/bank draft for such amount is enclosed herewith.
DATED this day of , .
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Signature of Warrant Holder