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Exhibit 3.12
WARRANT
to Purchase
up to 3,000,000 Common Shares
of ISEE3D, INC.
Expiring December 3, 2000
This is to certify that for value received Northern London Holdings
Corp. ("Northern London") is entitled to purchase from ISEE3D Inc., a company
incorporated under the laws of Canada (the "Company") at its registered office,
8604 Commerce Court, Burnaby, British Columbia, V5N 4A6, or such other office as
the Company may advise Northern London, up to 3,000,000 common shares of the
Company (the "Shares") at the price of $0.70 per Share (the "Exercise Price"),
until December 3, 2000, (the "Expiry Time").
ARTICLE ONE
1.01 Exercise of Warrants
To exercise this Warrant (the "Warrant") in whole or in part, Northern
London shall deliver to the Company at its registered office or at such other
office as the Company may advise Northern London:
(a) a written notice, in substantially the form of the
subscription notice attached as an exhibit hereto (the
"Subscription Notice"), of Northern London's election to
exercise the Warrant in whole or in part, which Subscription
Notice shall specify the number of Shares to be purchased; and
(b) cash, certified cheque, money order or wire payable to the
Company in the amount of the purchase price of the Shares to
be so purchased.
The Company shall, as soon as practicable and in any event within 14
days thereafter, execute and deliver or cause to be executed and delivered
certificates representing the aggregate number of Shares specified in the
Subscription Notice. The share certificates so delivered shall be issued in the
name of Northern London or as it may in writing direct. Delivery of certificates
may, at the option of Northern London, be made to such bank or other financial
agent as Northern London shall designate against payment of the purchase price
of the Shares purchased. Such certificate shall be deemed to have been issued
and Northern London shall be deemed for all purposes to have become the holder
of record of the Shares as of the date of receipt by the Company of the
Subscription Notice and the purchase price therefor.
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If the Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of the certificates, deliver to Northern London a
new Warrant evidencing the right to purchase the remaining Shares purchasable
under this Warrant, which new Warrant shall, in all other respects, be identical
to this Warrant.
1.02 Shares
All Shares issued upon the exercise of all or part of the Warrant
shall, upon payment in full therefor being made, be validly issued, fully paid
and non-assessable. The Company has allotted and reserved for issuance under
this Warrant 3,000,000 Shares and upon issuance thereof such Shares or lesser
number shall be validly issued, fully paid and non-assessable.
1.03 Adjustment
(i) If at any time after the date hereof and prior to the Expiry
Time, the Company shall subdivide, redivide, consolidate or
otherwise change the Common Shares of the Company into a
greater or lesser number of Common Shares, then a
proportionate adjustment shall be made to the number that may
be purchased by Northern London hereunder and to the Exercise
Price established hereunder.
(ii) If any capital reorganization, reclassification or
consolidation of the capital stock of the Company, or the
merger or amalgamation of the Company with another company
shall be effected, then as a condition of such reorganization,
reclassification, subdivision or consolidation, merger or
amalgamation, adequate provision shall be made whereby
Northern London shall have the right to purchase and receive
upon the basis and upon the terms and conditions specified in
this Warrant and in lieu of the Common Shares immediately
theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock, or other
securities as may be issued with respect to or in exchange for
such number of outstanding Common Shares equal to the number
of Common Shares purchasable and receivable upon the exercise
of the Warrant had such reorganization, reclassification,
subdivision or consolidation, merger or amalgamation not taken
place. The Company shall not effect any merger or amalgamation
unless prior to or simultaneously with the consummation
thereof the successor company (if other than the Company)
resulting from such merger or amalgamation shall assume by
written instrument executed and mailed or delivered to
Northern London the obligation to deliver to Northern London
such shares of the stock or securities in accordance with the
foregoing provisions, Northern London may be entitled to
purchase.
ARTICLE TWO
2.01 Expense of Delivery
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The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issuance and delivery of the Warrant and the
share certificate issuable upon the exercise of the Warrant.
2.02 Exercise When Transfer Books Closed
The Company shall not be required to deliver certificates for Shares
while the transfer books of the Company are closed prior to any meeting of
shareholders or for the payment of dividends or for any other purpose, and in
the event of the exercise by Northern London of the right to subscribe during
any such period, delivery of the certificates may be postponed for a period not
exceeding five days after the date of reopening of the share transfer books
provided that the period for which the share transfer books may be closed shall
not be unreasonable; and provided, however, that any such postponement of
delivery of the certificates shall be without prejudice to the right of Northern
London to receive such certificates after the share transfer books shall have
been reopened.
ARTICLE THREE
3.01 Restrictions on Exercise and Transfer
The Warrant shall not be assignable or transferable and any attempt to
do so shall render the Warrant and all rights hereunder null and void.
3.02 Expiry of Rights
After December 3, 2000, all rights under the Warrant in respect of
which the rights of subscription and purchase herein provided for shall not have
been exercised shall wholly cease and determine and the Warrant shall be wholly
void and of no value or effect.
ARTICLE FOUR
4.01 Governing Law
The Warrant shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of the Canada applicable therein.
4.02 Waiver and Amendment
Any terms or provision of the Warrant may be waived at any time by the
party entitled to the benefits thereof and any term or provision of the Warrant
may be amended or supplemented at any time by agreement of Northern London and
the Company, except that any waiver of any term or condition, or any amendment
or supplementation of the Warrant must be in writing. A waiver of any breach or
failure to enforce any of the terms or conditions of the Warrant shall not, in
any way, affect
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or limit or act as a waiver of the parties' rights hereunder at any time to
enforce strict compliance thereafter with any term or condition of the Warrant.
4.03 Filing of Warrant
A copy of the Warrant shall be filed in the minute book and among the
records of the Company.
4.04 Loss, Destruction Etc. of Warrant
Upon receipt of evidence satisfactory to the Company of the loss,
theft, mutilation or destruction of the Warrant and, in the case of any such
loss, theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company or, in the event of
such mutilation, upon surrender and cancellation of the Warrant, the Company
will make and deliver a new Warrant of like tenor in lieu of such lost, stolen,
mutilated or destroyed Warrant.
IN WITNESS WHEREOF the Company has caused this Warrant to be signed as
of the 4th day of June, 1999.
ISEE3D INC.
Per:
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Authorizing Signing Officer
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EXHIBIT "A"
SUBSCRIPTION NOTICE
ISEE3D INC.
The undersigned holder of the warrant issued by ISEE3D Inc. (the
"Company") as of June 4, 1999, (the "Warrant") hereby elects to purchase
_________________ Common Shares of the Company at the subscription price and
upon the terms and conditions provided therein. The undersigned tenders herewith
cash, a certified cheque or a money order in the amount of $____________ payable
to the Company or has wired such amount to the Company in respect of _______
Common Shares and hereby instructs the Company to issue the certificate(s)
representing such Common Shares in the name of the undersigned at the following
address:
The undersigned hereby requests that a new Warrant of like tenor and
date for the balance of the Common Shares issuable, if any, under the Warrant be
delivered to the undersigned.
DATED this day of , .
_________________
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