THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES
ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE SECURITIES OR
"BLUE SKY" LAWS OF ANY STATE NOR UNDER OR PURSUANT TO THE SECURITIES
LAWS OF ANY PROVINCE IN CANADA. SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT
PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES
WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR RULE 144A
UNDER THE SECURITIES ACT, IF AVAILABLE, OR (iii) ANY OTHER EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND FROM QUALIFICATION UNDER
ANY SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE, AND IN EACH
CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE OR PROVINCIAL SECURITIES
LAWS INCLUDING ALL APPLICABLE RESALE RESTRICTIONS AND HOLD PERIODS.
IN ADDITION, ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION
OF THIS SECURITY IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER OF SUCH
SECURITY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A SHARE
PURCHASE WARRANT AGREEMENT DATED AS OF APRIL 27, 2000, A COMPLETE AND
CORRECT COPY OF THE FORM OF WHICH WILL BE FURNISHED BY THE ISSUER TO THE
HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE INCLUDING ALL
APPLICABLE RESALE RESTRICTIONS AND HOLD PERIODS.
FORM OF UNIT WARRANTS TO
SUBSCRIBE FOR COMMON SHARES
OF
URBANA.CA, INC.
(Incorporated under the laws of the State of Nevada)
Number of Unit Warrants represented By this Certificate: ______________
Certificate Number: ____________
THIS CERTIFIES THAT, for value received, ____________________________ (the
"Holder"), is entitled to purchase, at the price of US$5.00 per Common Share,
one Common Share of Urbana.ca, Inc. (the "Issuer") for each of the Unit
Warrants evidenced hereby, subject to adjustment as herein set forth, at any
time prior to 4:30 p.m. (Toronto time) on April 26, 2002 (the "Expiry Date"):
The following provisions shall be applicable to the Unit Warrants:
1. Interpretation tc "Interpretation " \l 2
1.1 Currency tc "Currency " \l 3
All dollar amounts referred to herein shall be in lawful money of the
United States.
1.2 Defined Terms tc "Defined Terms " \l 3
As used herein, the following words and phrases shall have the following
meanings respectively:
(a) "business day" means a day other than a Saturday, Sunday, or any
statutory or civic holiday in the City of Vancouver; tc " businessday
means a day other than a Saturday, Sunday, or any statutory or civic
holiday in the City of Vancouver; " \l 4
(b) "close of business" means 4:30 p.m. (Toronto time); tc
"closeofbusiness means 4\:30 p.m. (Toronto time); " \l 4
(c) Common Shares" means the common shares with a par value of $0.001
per share in the capital of the Issuer whether issued or unissued, as
constituted at the date hereof; provided that in the event of a change,
reclassification, subdivision, redivision, reduction, combination, or
consolidation thereof, or successive such changes, reclassifications,
subdivisions, redivisions, reductions, combinations or consolidations,
and subject to adjustment, if any, having been made in accordance with
the provisions of the Share Purchase Warrant Agreement, "Common Shares"
shall thereafter mean the shares resulting from such change,
reclassification, subdivision, redivision, reduction or combination; tc
"CommonShares means the common shares with a par value of $0.001
per share in the capital of the Issuer whether issued or unissued, as
constituted at the date hereof; provided that in the event of a change,
reclassification, subdivision, redivision, reduction, combination, or
consolidation thereof, or successive such changes, reclassifications,
subdivisions, redivisions, reductions, combinations or consolidations,
and subject to adjustment, if any, having been made in accordance with
the provisions of the Share Purchase Warrant Agreement, CommonShares
shall thereafter mean the shares resulting from such change,
reclassification, subdivision, redivision, reduction or combination; "
\l 4
(d) "Exercise Price" means US$5.00 per Common Share; tc "
ExercisePrice means US$5.00 per Common Share, unless such price
shall have been adjusted in accordance with the provisions of Section
2.1 hereof, in which case it shall mean the adjusted price in effect at
such time; " \l 4
(e) "herein", "hereto", "hereunder", "hereof", "hereby" and similar
expressions mean or refer to this Unit Warrant certificate and not to
any particular section, clause, subclause, subdivision or portion
hereof, and the expressions, "Section", "clause" and "subclause"
followed by a number or letter mean and refer to the specified Section,
clause or subclause hereof; tc " herein, hereto, hereunder, hereof,
hereby and similar expressions mean or refer to this Unit Warrant
certificate and not to any particular section, clause, subclause,
subdivision or portion hereof, and the expressions, Section, clause and
subclause followed by a number or letter mean and refer to the specified
Section, clause or subclause hereof; " \l 4
(f) "Holders" means the registered holders of Unit Warrants for the
time being; tc " Holders means the registered holders of Unit
Warrants for the time being; " \l 4
(g) "Time of Expiry" means 4:30 p.m. (Toronto time) on the Expiry
Date; tc " TimeofExpiry means 4\:30 p.m. (Toronto time) on the Expiry
Date; " \l 4
(h) "Unit Warrants" means the warrants evidenced hereby; and tc "
UnitWarrants means the warrants evidenced hereby; and " \l 4
1.3 Manner of Exercise; Issuance of Certificates tc "Manner of
Exercise; Issuance of Certificates " \l 3
The Holder may exercise its right to convert the Unit Warrants evidenced
by this certificate, in whole or in part, for Common Shares hereunder,
at any time prior to the Time of Expiry, by the surrender to the Trustee
at 830-625 Howe Street, Vancouver, British Columbia, V6C 3B8 prior to
the close of business on any business day, or at such other address as
the Issuer may designate by notice in writing to the Holder at the
address of the Holder appearing on the Unit Warrant Register, together
with (a) a completed subscription in the form attached as Schedule "A"
hereto (the "Unit Warrant Subscription Form"); and (b) a certified
cheque, money order or bank draft payable to or to the order of the
Issuer in lawful money of Canada in an amount equal to the Exercise
Price multiplied by the number of Common Shares for which subscription
is being made. The Special Warrants shall be deemed to be surrendered
only upon personal delivery thereof or, if sent by mail or other means
of transmission, upon actual receipt by the Trustee.
1.4 No Fractional Shares tc "No Fractional Shares " \l 3
Notwithstanding any adjustments provided for in Section 2.1 hereof or
otherwise, the Issuer shall not be required upon the exercise of any
Unit Warrants to issue fractional Common Shares in satisfaction of its
obligations hereunder. Reference should be made to the Share Purchase
Warrant Agreement for provisions regarding cash compensation which may
be payable to the Holder in circumstances where a fractional Common
Share would, but for this section, have been issued upon exercise of a
Unit Warrant.
2. Adjustments tc "Adjustments " \l 2
The exercise of the Unit Warrants represented hereby is subject to
adjustment in accordance with the provisions of the Share Purchase
Warrant Agreement including, without limitation, Article 7 thereof. tc
"The exercise of the Unit Warrants represented hereby is subject to
adjustment in accordance with the provisions of the Share Purchase
Warrant Agreement including, without limitation, Article 7 thereof. " \l 2
3. Transfer of Unit Warrants tc "3. Transfer of Unit Warrants " \l 002
The Unit Warrants evidenced hereby and the securities issuable upon
exercise thereof may be subject to hold periods and resale restrictions
under applicable securities laws and, if so, may not be traded except as
permitted by such securities laws. Holders should consult with the
Holder's professional advisor in order to assess the legal aspects of a
transfer of the Unit Warrants evidenced hereby and/or the securities
issuable upon exercise thereof.
Subject to the foregoing, the Holder may transfer the Unit Warrants
evidenced hereby either in whole or in part, using the transfer form in
the form attached as Schedule "B" hereto. Every transfer of Unit
Warrants, in order to be effective, must be in compliance with
applicable securities laws and with the provisions of the Warrant
Agreement.
4. Not a Shareholder
Nothing in this certificate or in the holding of a Warrant shall be
construed as conferring upon the Holder any right or interest whatsoever
as a shareholder of the Issuer.
5. Partial Exercise
The Holder may subscribe for and acquire a number of Common Shares less
than the number it is entitled to acquire pursuant to this certificate.
In the event of any such subscription, the Holder shall in addition be
entitled to receive, without charge, a new Warrant certificate in
respect of the balance of the Common Shares which the Holder was
entitled to acquire pursuant to this certificate and which were then not
acquired.
6. Provisions of Share Purchase Warrant Agreement
This certificate and the Unit Warrants represented hereby are subject in
their entirety to the provisions of the Share Purchase Warrant
Agreement. Reference is made to the Share Purchase Warrant Agreement
and any instruments supplemental thereto for a full description of the
rights of the holders of the Special Warrants and the terms and
conditions upon which the Unit Warrants are, or are to be issued and
held, with the same effect as if the provisions of the Share Purchase
Warrant Agreement and all instruments supplemental thereto were herein
set forth. By acceptance hereof, the Holder assents to all provisions
of the Share Purchase Warrant Agreement. In the event of a conflict
between the provisions of this Unit Warrant Certificate and the Unit
Warrant Agreement, the provisions of the Share Purchase Warrant
Agreement shall govern.
7. Time of the Essence
Time shall be of the essence hereof.
8. Number and Gender
Words importing the singular number only include the plural and vice
versa and words importing any gender include all genders.
9. Headings
The division of this Warrant certificate into Sections, clauses,
subclauses or other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.
10. Binding Effect
The terms and conditions of the Unit Warrants as set out herein shall
enure to the benefit of and be binding upon the registered Holder
hereof, its heirs, executors, estate trustees, administrators,
successors and assigns to the extent provided herein and shall enure to
the benefit of and shall be binding upon the Issuer and its successors
and assigns.
11. Severability
In the event any provision hereof shall be void or unenforceable for any
reason, it shall be severed from the remainder of the provisions hereof
and such remainder shall remain in full force and effect notwithstanding
such severance. Any court with jurisdiction over any dispute with
respect to the Unit Warrants may amend the provisions hereof to the
minimum extent required to render the impugned provision valid and
enforceable.
12. Language
The parties hereto hereby confirm that they have each requested that
this certificate be drawn up in the English language.
13. Certification
This Unit Warrant Certificate shall not be valid for any purpose
whatsoever unless and until it has been certified by or on behalf of the
Trustee.
IN WITNESS WHEREOF the Issuer has caused this certificate to be signed
by its duly authorized officer as of the ____ day of _________________,
2000.
URBANA.CA, INC.
By: __________________________________
SCHEDULE "A"
EXERCISE AND SUBSCRIPTION FORM
TO: URBANA.CA, INC.
RE: UNIT WARRANT CERTIFICATE NUMBER: _______________
The undersigned holder of the attached Unit Warrant certificate hereby
irrevocably subscribes for _________________________Common Shares of
URBANA.CA, INC. (the "Issuer") pursuant to the terms of the Unit
Warrants specified in such certificate at a price of US$5.00 per share,
and encloses and tenders herewith a certified cheque, bank draft or
money order payable at par to or to the order of Urbana.ca, Inc. in
lawful money of the United States, for an aggregate subscription price
of $____________.
DATED this day of
(Please complete date including year
NAME:______________________________
Signature:____________________________
Registration
Instructions:__________________________
Please check box if the Common Share certificates are to be
delivered at the office of the Issuer, failing which the Common Share
certificates will be mailed to the subscriber at the address set out
above.
If any Unit Warrants represented by this certificate are not being
exercised, a new Unit Warrant certificate will be issued and delivered
with the Common Share certificates.
SCHEDULE "B"
TRANSFER FORM
TRANSFER OF THE UNIT WARRANTS IS RESTRICTED - REFER TO THE TERMS OF THE
ATTACHED CERTIFICATE.
FOR VALUE RECEIVED, the undersigned transfers to
(Print name and address of transferee)
the Unit Warrants represented by the attached certificate.
DATED:
Signature guarantee:
(the Holder's signature must be guaranteed Signature of Registered
Holder (or its representative by a Canadian chartered bank or trust company
if the Holder is not an individual) or medallion guaranteed by a member of a
recognized member guarantee program.
Name of Registered Holder
Name and Title of Person signing on behalf of the
Holder (if the Holder is not an individual)
