THIS WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 4:30
P.M. (TORONTO TIME) ON NOVEMBER 23, 2003
Right to Purchase 500,000 Common shares
NO. C-2
SERIES C WARRANT TO PURCHASE COMMON SHARES OF
LINGO MEDIA INC.
(Incorporated under the laws of the Province of Ontario)
THIS IS TO CERTIFY THAT for value received RBC Dominion Securities is entitled,
subject to the terms hereof, upon completion of the subscription form annexed
hereto and upon presentation and surrender of this Warrant at any time before
4:30 p.m., Toronto time, on November 23, 2003 (Expiry Time or Time of Expiry) to
purchase 500,000 fully paid and non-assessable common shares (Common Shares) of
LINGO MEDIA INC. (hereinafter called the "Company"), as such Common Shares are
constituted at the date hereof, upon payment at the price of $0.15 per share
(the Exercise Price) in lawful money of Canada.
The rights of the holder of this Warrant are subject to the terms and
conditions annexed hereto which shall be deemed to be incorporated herein.
This Warrant is non-transferable.
The certificate evidencing the Common Shares will bear the following legend
imposed by the Canadian Venture Exchange:
"Without prior written approval of the Canadian Venture Exchange and compliance
with all applicable securities legislation, the securities represented by this
certificate may not be sold, transferred, hypothecated or otherwise traded on or
through the facilities of the Canadian Venture Exchange or otherwise in Canada
or to for the benefit of a Canadian resident until March 23, 2002."
In witness whereof the Company has caused this Warrant Certificate to be
signed by its duly authorized officers.
Date: November 24, 2002.
LINGO MEDIA INC.
By:
/s/ Michael P. Kraft
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Michael P. Kraft
President
SUBSCRIPTION
TO: LINGO MEDIA INC.
151 BLOOR ST. WEST, SUITE 890
TORONTO, ONTARIO M5S 1S4
The undersigned Holder of Series C Warrants hereby:
(a) subscribes for Common shares without par value in the capital of the
Company at a price of $0.15 per share on the terms and conditions referred to in
the Warrant Certificate, and encloses herewith certified cheque payable to the
order of Lingo Media Inc. in payment of the subscription price thereof;
(b) delivers herewith Series C Warrants entitling the undersigned to
subscribe for the above-mentioned number of Common shares;
(c) specifies that the above-mentioned number of Common shares are to be
issued as follows:
Name:
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Address in full:
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Number of Shares:
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Dated this day of , 200 .
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(SIGNATURE OF SUBSCRIBER)
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(PRINT NAME OF SUBSCRIBER)
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(ADDRESS IN FULL)
NOTE:
(1) Please refer to the Series C Warrant to determine the amount of the
purchase price of the shares subscribed for, the methods of paying the purchase
price and other information relating to the exercise of the right to purchase
conferred by the Series C Warrants.
(2) The above form of subscription is to be signed by the Subscriber.
TERMS AND CONDITIONS OF SERIES C WARRANT
TO PURCHASE COMMON SHARES OF LINGO MEDIA INC.
1. All share purchase warrants shall be signed by the President or a
Vice-President and by the Secretary or an Assistant Secretary of the Company
holding office at the time of signing and notwithstanding any change in any of
the persons holding said offices between the time of actual signing and the
delivery of the share purchase warrants and notwithstanding that the President
or Vice-President or Secretary or Assistant Secretary signing may not have held
office at the date of the delivery of the share purchase warrants, the share
purchase warrants so signed shall be valid and binding upon the Company.
2. All rights under any of the share purchase warrants in respect of which
the right of subscription and purchase therein provided for shall not
theretofore have been exercised shall wholly cease and determine and such share
purchase warrants shall be wholly void and of no value or effect after the
Expiry Date set forth on the face of the share purchase warrant.
3. The holder of any share purchase warrant who desires to exercise the
right of purchase therein provided for shall deliver such warrant to the Company
at its registered office together with a subscription duly signed by such holder
of the number of shares which such holder is entitled and desires to purchase
and the purchase price applicable at the time of such delivery of the shares so
desired to be purchased calculated in accordance with the provisions hereof. To
the extent that a warrant confers the right to purchase a fraction of a share
such right may only be exercised in respect of such fraction in combination with
another warrant which in the aggregate entitle the bearer to purchase a whole
number of shares.
The purchase price of shares subscribed for under share purchase warrants shall
be paid by certified cheque payable to the order of the Company.
4. Upon such delivery and payment as aforesaid, the Company shall cause to
be issued the holder hereof the number of shares of the Company to be issued and
the holder hereof shall become a shareholder of the Company in respect of such
shares with effect from the date of such delivery and payment and shall be
entitled to delivery of a certificate or certificates evidencing such shares and
the Company shall cause such certificate or certificates to be mailed to the
holder hereof at the address or addresses specified in such subscription within
fifteen (15) days of such delivery and payment as herein provided. No person
who is a resident of the United States of America or its territories or
possessions may subscribe for shares of he Company hereunder.
5. The holding of a share purchase warrant shall not constitute the holder
thereof a shareholder of the Company nor entitle him to any right or interest in
respect thereof except as herein and in the share purchase warrants expressly
provided.
6. The Company covenants and agrees that until the Expiry Date while any of
the share purchase warrants shall be outstanding, it shall reserve and there
shall remain unissued out of its authorized capital a sufficient number of
shares to satisfy the right of purchase herein provided for should the holders
of all the share purchase warrants at any time outstanding determine to exercise
such right in respect of all the shares for the time being called for by such
outstanding share purchase warrants. All shares which shall be issued upon the
exercise of the right to purchase herein provided for, upon payment therefor of
the amount at which such shares may at the time be purchased pursuant to the
provisions hereof, shall be issued as fully paid and non-assessable shares and
the holders thereof shall not be liable to the Company or its creditors in
respect thereof.
7. The Company covenants and agrees that so long as any of the share
purchase warrants are outstanding it will not up to and including the Expiry
Date (i) give rateably to holders of its shares rights to subscribe for
additional shares or (ii) sell or lease the whole or substantially the whole of
the assets of the Company to any other company or corporation or (iii)
distribute to holders of its shares any property or other assets of the Company,
until it shall have given the lesser of (i) twenty-one (21) days' notice or (ii)
the number of days to the expiry date less one (1) days' notice of its intention
so to do, and of the particulars of the right to subscribe for additional shares
and/or of the general terms of such sale or lease or distribution of property or
assets of the Company, by notice to the holder hereof. The Company further
covenants and agrees that it will not during the period of such notice as
aforesaid close its share transfer books or take any other corporate action
which might deprive the holder of any share purchase warrant of the opportunity
of exercising the right to participate as a shareholder in any such rights or
dividends or such other proposed action as aforesaid; provided always that
nothing contained in this clause shall be deemed to affect the right of the
Company to do or take part in any of the things referred to above in this clause
nor to pay cash dividends on the shares of any class or classes in its capital
from time to time outstanding nor (subject to the provisions of clause 6 hereof)
to issue any of its authorized but unissued shares in its capital or be deemed
to require the Company to give any notice of intention to pay any such cash
dividends on any shares other than shares of the same class as those then
issuable pursuant to the warrants or to issue any of such unissued shares.
8. In the event of any subdivision, re-division or change or subdivisions,
re-divisions or changes of the shares of the Company at any time while any share
purchase warrant is outstanding into a greater number of shares, the Company
shall thereafter deliver at the time of purchase of shares under share purchase
warrants, in lieu of the number of shares in respect of which the right to
purchase is then being exercised, such greater number of shares of the Company
as would result from said subdivision, re-division or change or subdivisions,
re-divisions or changes had the right of purchase been exercised before such
subdivision, re-division or change or sub-divisions, re-divisions or changes or
giving any other consideration therefor.
In the event of any consolidation or consolidations of the shares of the Company
at any time while any share purchase warrant is outstanding into a lesser number
of shares, the Company shall thereafter deliver, and the subscribers under share
purchase warrants shall accept, at the time of purchase of shares under share
purchase warrants, in lieu of the number of shares in respect of which the right
to purchase is then being exercised, such lesser number of shares of the Company
as would result from such consolidation or consolidations had the right of
purchase been exercised before such consolidation or consolidations.
In the event of any reclassification or reclassifications of the shares of the
Company or any consolidation, amalgamation or merger of the Company with any
other company or corporation at any time while any share purchase warrant is
outstanding, the Company shall thereafter deliver at the time of purchase of
shares under the share purchase warrants the number of shares of the Company of
the appropriate class or classes resulting from said reclassification or
reclassifications or said consolidation, amalgamation or merger of the Company
with any other company or corporation as the subscriber would have been entitled
to receive in respect of the number of shares in respect of which the right of
purchase is then being exercised had the right of purchase been exercised before
such reclassification or reclassifications or such consolidation, amalgamation
or merger of the Company with any other company or corporation.
If the Company, at any time while any share purchase warrant is outstanding,
shall make any distribution payable in shares or pay any stock dividend or stock
dividends upon shares of the Company of the class or classes in respect of which
the right to purchase is then given under the share purchase warrants, then the
Company shall thereafter deliver at the time of purchase of shares of the
Company under share purchase warrants, in addition to the number of shares in
respect of which the right of purchase is then being exercised, the additional
number of shares of the appropriate class or classes as would have been payable
on the shares of the Company so purchased if the shares so purchased had been
outstanding on the record date for the payment of the said stock dividend or
stock dividends.
The adjustment in the number of shares issuable pursuant to the rights attaching
to the warrants provided for in this clause 8 shall be cumulative.
On the happening of each and every such event the applicable provisions of the
share purchase warrants and each of them shall, ipso facto, be deemed to be
amended accordingly and the Company shall take all necessary action so as to
comply with such provisions as so amended.
At least twenty-one (21) days prior to the efective date or the record date of
every such event, the Company shall give written notice to the holders of share
purchase warrants of the particulars of such event and the required adjustment
pursuant to this Section 8.
9. The Company shall not be required to deliver certificates for shares
while the share transfer books of the Company are properly closed, having regard
to the provisions of clause 7 hereof, prior to any meeting of shareholders or
for the payment of dividends or for any other purpose and in the event of the
surrender of any share purchase warrant in accordance with the provisions hereof
and the making of any subscription and payment for the shares called for thereby
during any such period delivery of certificates for shares may be postponed for
not exceeding five (5) days after the date of the re-opening of said share
transfer books. Provided however that any such postponement of delivery of
certificates shall be without prejudice to the right of the holders of share
purchase warrants so surrendering the same and making payment during such period
to receive such certificates for the shares called for after the share transfer
books shall have been re-opened.
10. Subject as hereinafter provided, all or any of the rights conferred upon
the holders of any of the share purchase warrants by the term of such share
purchase warrants may be enforced by the holders of such share purchase warrants
by appropriate legal proceedings. No recourse under or upon any obligation,
covenant or agreement contained herein or in any of the share purchase warrants
issued hereunder shall be had against any shareholder, officer or director of
the Company either directly or through the Company, it being expressly agreed
and declared that the obligations under the said share purchase warrants are
solely corporate obligations and that no personal liability whatever shall
attach to or be incurred by the shareholders, officers or directors of the
Company or any of them in respect thereof, any and all rights and claims against
every such shareholder, officer or director being hereby expressly waived as a
condition of and as a consideration for the issue of the share purchase
warrants.
11. The holder hereof may subscribe for and purchase any less number of
shares than the number of shares expressed in such warrant. In the case of any
subscription for a less number of shares than expressed in any share purchase
warrant the holder hereof shall be entitled to receive a new share purchase
warrant or warrants in respect of the balance of such shares not then subscribed
for.
12. If any share purchase warrant becomes stolen, lost, mutilated or
destroyed the Company may, on such terms as it may in its discretion impose,
respectively issue and countersign a new share purchase warrant of like
denomination, tenor and date as the share purchase warrant so stolen, lost,
mutilated or destroyed.
13. The holders of share purchase warrants shall have the power from time to
time by an extraordinary resolution (as hereinafter defined):
(a) to sanction any modification, abrogation, alteration or compromise of
the rights of the bearers of warrants against the Company which shall be agreed
to by the Company and/or
(b) to assent to any modification of or change in or omission from the
provisions contained in the warrants or any instrument ancillary or supplemental
hereto which shall be agreed to by the Company; and/or
(c) to restrain any holder of a warrant from taking or instituting any suit
or proceedings against the Company for the enforcement of any of the covenants
on the part of the Company conferred upon the holders of any of the warrants by
the terms of such warrants.
Any such extraordinary resolution as aforesaid shall be binding upon all the
holders of warrants whether or not assenting in writing to any such
extraordinary resolution and each holder of any of the warrants shall be bound
to give effect thereto accordingly. Such extraordinary resolution shall, where
applicable, be binding on the Company which shall give effect thereto
accordingly.
The expression "extraordinary resolution" when used herein shall mean a
resolution assented to in writing, in one or more counterparts, by the holders
of warrants calling in the aggregate for not less than seventy-five per cent
(75%) of the aggregate number of common shares called for by all of the warrants
for the time being outstanding.
14. All notices to be sent hereunder shall be deemed to be validly given to
the holders of the share purchase warrants if delivered personally or if sent by
registered letter through the post addressed to such holders at their post
office addresses appearing in a register of warrant holders to be maintained by
the Company, and such notice shall be deemed to have been given, if delivered
personally when so delivered, and if sent by post on the fifth business day next
following the posting thereof.
15. Time shall be of the essence of this Warrant.
16. This Warrant is not valid unless originally signed by the Company.
17. THE HOLDER, BY ACCEPTANCE OF THIS WARRANT CERTIFICATE, AGREES THAT THE
WARRANTS REPRESENTED HEREBY ARE NON-TRANSFERRABLE AND ALL RIGHTS TO THE SHARES
UPON EXERCISE HEREUNDER ARE SUBJECT TO AND TRANSFERRABLE ONLY IN ACCORDANCE WITH
THE PROVISIONS OF THE SECURITIES LEGISLATION OF THE JURISDICTION IN WHICH SUCH
TRANSFER OR SALE TAKES PLACE.
18. This Warrant shall be governed by and construed in accordance with the
laws of the Province of Ontario.