<PAGE>
EXHIBIT 4.10
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AGREES FOR THE BENEFIT OF THE
COMPANY THAT SUCH SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE MAY
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE
BRITISH COLUMBIA, (C) INSIDE BRITISH COLUMBIA IN ACCORDANCE WITH EXEMPTIONS
AVAILABLE UNDER THE SECURITIES ACT (BRITISH COLUMBIA), IF AVAILABLE, OR (D)
OTHERWISE, IF THE COMPANY FIRST RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE
HOLDER OF THE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING
THAT SUCH TRANSACTION MAY BE EFFECTED IN ACCORDANCE WITH THE SECURITIES ACT
(BRITISH COLUMBIA). A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL
CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM U.S. STOCK TRANSFER UPON
DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM
SATISFACTORY TO U.S. STOCK TRANSFER AND THE COMPANY, TO THE EFFECT THAT THE SALE
OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION ORDER OF THE
BRITISH COLUMBIA SECURITIES COMMISSION RELATING TO THE SECURITIES.
PCSUPPORT.COM, INC.
"A" WARRANT
FOR THE PURCHASE OF COMMON STOCK
Issuance. For value received, the receipt of which is hereby acknowledged by
--------
PCSupport.com, Inc., a Nevada corporation (the "Company"), ICE Securities, LLC
(the "Holder"), is hereby granted the right to purchase, at any time until June
23,2002, (the "Expiration Date," subject to Section 6.2), ONE HUNDRED AND
TWENTY FIVE THOUSAND (125,000) fully paid and nonassessable shares of the
Company's common stock, par value $.00l (the "Common Stock"), at the exercise
price of $4.50 per share (the "Exercise Price"), subject to adjustments as set
forth in Section 6 hereof.
Exercise of Warrants.
--------------------
2.1 Payment of Exercise Price; Cashless Exercise. This
--------------------------------------------
Warrant is exercisable in whole or in part at the Exercise Price per share of
Common Stock payable hereunder, payable in cash or by certified or official bank
check. The Holder may also elect a "cashless" exercise, in which
X = (M-P)*N
-------
M
<PAGE>
X is the number of shares of Common Stock to be received by
the Holder upon the "cashless" exercise;
M is the fair market value of a share of Common Stock on the
date of exercise. If the stock is regularly quoted on a recognized securities
market, its fair market value shall be the closing price of the Common Stock on
the date of exercise; however, if no closing price is available, then the
average of the high bid and low asked price on that day will be used. In the
absence of an established market, the fair market value shall be determined in
good faith by the Company's Board of Directors;
P is the Exercise Price; and
N is the number of shares submitted for cashless exercise,
with the maximum number being the shares subject to this Warrant.
2.2 Procedure for Exercise. Upon surrender of this Warrant
----------------------
with the annexed 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.
Reservation of Shares. The Company 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").
Mutilation or Loss of Warrant. Upon receipt by the Company 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 Company 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.
No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to
-----------------------
any rights of a shareholder of the Company, either at law or in equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.
Effect of Certain Transactions
------------------------------
6.1 Adjustments for Stock Splits, Stock Dividends Etc. If the
-------------------------------------------------
number of outstanding shares of Common Stock of the Company are increased or
decreased by a stock split, reverse stock split, stock dividend, stock
combination, recapitalization or the like, the Exercise Price and the number of
shares purchasable pursuant to this Warrant shall be adjusted proportionately so
that the ratio of (i) the
<PAGE>
aggregate number of shares purchasable by exercise of this Warrant to (ii) the
total number of shares outstanding immediately following such stock split,
reverse stock split, stock dividend, stock combination, recapitalization or the
like shall remain unchanged, and the aggregate purchase price of shares issuable
pursuant to this Warrant shall remain unchanged.
6.2 Adjustments for Reorganization, Mergers, Consolidations or
----------------------------------------------------------
Sales of Assets. If at any time there is a capital reorganization of the Common
---------------
Stock (other than a recapitalization, combination, or the like provided for
elsewhere in this Section 6) or merger or consolidation of the Company with
another corporation (other than one covered by Section 6.2(ii)), or the sale of
all or substantially all of the Company's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made so that the Holder shall thereafter be entitled to
receive upon exercise of this Warrant (and only to the extent this Warrant is
exercised), the number of shares of stock or other securities or property of the
Company, or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock, or other securities,
deliverable upon the exercise of this Warrant would otherwise have been entitled
on such capital reorganization, merger, consolidation or sale. In any such case,
appropriate adjustments shall be made in the application of the provisions of
this Section 6 (including adjustment of the Exercise Price then in effect and
number of Warrant Shares purchasable upon exercise of this Warrant) which shall
be applicable after such events.
Transfer to Comply with the Securities Act. This Warrant has not been registered
------------------------------------------
under the Securities Act of 1933, as amended, (the "Securities Act") and has
been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the
Warrant Shares or any other security issued or 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 satisfactory to the Company 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 in form
and substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section.
Registration Rights.
-------------------
8.1 The Company shall use its commercially reasonable best efforts to
effect the registration of the Warrant Shares simultaneously with the
registration of the other shares of Common Stock to be issued as part of the
"Nasdaq Financing," as defined in the engagement letter dated as of March 21,
2000 by and between the Company and ICE Holdings North America, LLC. Unless and
until the Nasdaq Financing occurs, the Company shall have no obligation
whatsoever to register the Warrant Shares.
8.2 If and whenever the Company is under an obligation pursuant
to the provisions of this Agreement to use its commercially reasonable best
efforts to effect the registration of any Warrant Shares, the Company shall, as
expeditiously as practicable:
<PAGE>
(a) use its commercially reasonable best efforts to cause a registration
statement that registers such Warrant Shares to become and remain effective for
a period of 90 days or until all of such Warrant Shares have been disposed of
(if earlier) (it being understood that the Company may discontinue any
registration);
(b) furnish, at least five business days before filing a registration
statement that registers such Warrant Shares, a prospectus relating thereto or
any amendments or supplements relating to such a registration statement or
prospectus, to one counsel selected by the Holder (the "Holder's Counsel"),
copies of all such documents proposed to be filed (it being understood that such
five business-day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
the Holder's Counsel in advance of the proposed filing by a period of time
that is customary and reasonable under the circumstances);
(c) prepare and file with the Securities and Exchange Commission (the
"Commission") such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for at least a period of 90 days or until all
of such Warrant Shares have been disposed of (if earlier) and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of such Warrant Shares (it being understood that the Company may discontinue any
registration);
(d) notify in writing the Holder's Counsel promptly (i) of the receipt by
the Company of any notification with respect to the issuance by the Commission
of any stop order suspending the effectiveness of such registration statement or
prospectus or any amendment or supplement thereto or the initiation or
threatening of any proceeding for that purpose and (ii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Warrant Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purposes;
(e) use its commercially reasonable best efforts to register or qualify
such Warrant Shares under such other securities or blue sky laws of such
jurisdictions as the Holder reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable the Holder
to consummate the disposition in such jurisdictions of the Warrant Shares owned
by the Holder; provided, however, that the Company will not be required to
qualify, generally to do business, subject itself to general taxation or
consent to general service of process in any jurisdiction where it would not
otherwise be required to do so but for this paragraph (e) or to provide any
material undertaking or make any changes in its bylaws or Articles of
Incorporation which the Board of Directors determines to be contrary to the best
interests of the Company;
(f) furnish to the Holder such number of copies of a summary prospectus,
if any, or other prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the
Holder may reasonably request in order to facilitate the public sale or other
disposition of such Warrant Shares;
(g) use its commercially reasonable best efforts to cause such Warrant
Shares to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company to enable the Holder holding such Warrant Shares to consummate the
disposition of such Warrant Shares;
(h) notify the Holder on a timely basis at any time when a prospectus
relating to such Warrant Shares is required to be delivered under the Securities
Act within the appropriate period mentioned in subparagraph (a) of this Section
8.2, of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
<PAGE>
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing and, at the request of the Holder, prepare
and finish to the Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the offerees of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing;
(i) subject to the execution of confidentiality agreements in form and
substance satisfactory to the Company, make available upon reasonable notice and
during normal business hours, for inspection by the Holder, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by the Holder or underwriter
(collectively, the "Inspectors"), all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company's officers, directors and
employees to supply all information (together with the Records, the
"Information") reasonably requested by any such Inspector in connection with
such registration statement. Any of the Information which the Company determines
in good faith to be confidential, and of which determination the Inspectors are
so notified, shall not be disclosed by the Inspectors unless (i) the disclosure
of such Information is necessary to avoid or correct a misstatement or omission
in the registration statement, (ii) the release of such Information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
(iii) such Information has been made generally available to the public; the
Holder agrees that he/she/it will, upon learning that disclosure of such
Information is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company's expense, to undertake
appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its commercially reasonable best efforts to obtain from its
independent certified public accountants "cold comfort" letters in customary
form and at customary times and covering matters of the type customarily covered
by cold comfort letters;
(k) use its commercially reasonable best efforts to obtain from its
counsel an opinion or opinions in customary form;
(l) issue to any underwriter to which the Holder may sell shares in such
offering certificates evidencing such Warrant Shares;
(m) otherwise use its commercially reasonable best efforts to comply with
all applicable rules and regulations of the Commission and make available to the
Holder, as soon as reasonably practicable, earnings statements (which need not
be audited) covering a period of 12 months beginning within three months after
the effective date of the registration statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the Securities Act; and
(n) use its commercially reasonable best efforts to take all other steps
necessary to effect the registration of such Warrant Shares contemplated hereby.
Each holder of the Warrant Shares, upon receipt of any notice from the
Company of any event of the kind described in Section 8.2(h) hereof, shall
forthwith discontinue disposition of the Warrant Shares pursuant to the
registration statement covering such Warrant Shares until such holder's receipt
of the copies of the supplemented or amended prospectus contemplated by Section
8.2(h) hereof, and, if so directed by the Company, such holder shall deliver to
the Company all copies, other than permanent file
<PAGE>
copies then in such holder's possession, of the prospectus covering such Warrant
Shares at the time of receipt of such notice.
Notices. Any notice or other communication required or permitted hereunder shall
-------
be in writing and shall be delivered personally or sent by certified, registered
or express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, or if mailed, two days after the date of deposit in the
United States mails, as follows:
If to the Company, to:
PCSupportcom, Inc.
3605 Gilmore Way
Suite 300
Burnaby, British Columbia, Canada
V5G 4X5
Attention: David W. Rowat, Vice President and Chief Financial Officer
With a copy to:
Troy & Gould Professional Corporation
1801 Century Park East, 16th Floor
Los Angeles, CA 90067
Attention: Sanford J. Hillsberg, Esq.
If to the Holder, to:
ICE Securities, LLC
645 Madison Avenue, 13/th/ Floor
New York, New York 10022
Attention: Andrew Smith
Any party may designate another address or person for receipt of notices
hereunder by notice given to the other parties in accordance with this Section.
Supplements and Amendments: Whole Agreement. This Warrant may be amended or
-------------------------------------------
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant contains the full understanding of the parties hereto with respect to
the subject matter hereof, and there are no representations, warranties,
agreements or understandings other than expressly contained herein.
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 such State applicable to contracts to be made and
performed entirely within such State.
<PAGE>
Counterparts. This Warrant may be executed in any number of counterparts and
------------
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
Descriptive Headings. Descriptive headings of the several Sections of this
--------------------
Warrant are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
Assignability. Subject to compliance with applicable laws, this Warrant or any
-------------
part thereof may be hereafter assigned by the Holder to any accredited investor
executing documents reasonably required by the Company. Any such assignment
shall be binding on the Company and shall inure to the benefit of any such
assignee.
IN WITNESS WHEREOF, PCSupport.com, Inc. has executed this Warrant dated for
reference June 23, 200O.
PCSUPPORT.COM, INC.
By:________________________________
Name: David W. Rowat
Title: Vice President and Chief Financial Officer
<PAGE>
NOTICE OF EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant dated as of _________________ to purchase ___________
shares of the Common Stock of PCSupport.com, Inc., and tenders herewith payment
in accordance with Section 2 of the Common Stock Purchase Warrant.
Please deliver the stock certificate to:
_______________________________________________
_______________________________________________
_______________________________________________
Dated:________________________
By:___________________________
Payment method (check one):
[ ] CASH: $_____________________
or
[ ] CASHLESS EXERCISE
<PAGE>
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AGREES FOR THE BENEFIT OF THE
COMPANY THAT SUCH SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE MAY
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE
BRITISH COLUMBIA, (C) INSIDE BRITISH COLUMBIA IN ACCORDANCE WITH EXEMPTIONS
AVAILABLE UNDER THE SECURITIES ACT (BRITISH COLUMBIA), IF AVAILABLE, OR (D)
OTHERWISE, IF THE COMPANY FIRST RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE
HOLDER OF THE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING
THAT SUCH TRANSACTION MAY BE EFFECTED IN ACCORDANCE WITH THE SECURITIES ACT
(BRITISH COLUMBIA). A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL
CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM U.S. STOCK TRANSFER UPON
DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM
SATISFACTORY TO U.S. STOCK TRANSFER AND THE COMPANY, TO THE EFFECT THAT THE SALE
OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION ORDER OF THE
BRITISH COLUMBIA SECURITIES COMMISSION RELATING TO THE SECURITIES.
PCSUPPORT.COM, INC.
"B" WARRANT
FOR THE PURCHASE OF COMMON STOCK
Issuance. For value received, the receipt of which is hereby acknowledged by
--------
PCSupport.com, Inc., a Nevada corporation (the "Company"), ICE Securities, LLC
(the "Holder"), is hereby granted the right to purchase, at any time until June
23, 2002, (the "Expiration Date," subject to Section 6.2), SIXTY TWO THOUSAND
FIVE HUNDRED (62,500) fully paid and nonassessable shares of the Company's
common stock, par value $.001 (the "Common Stock"), at the exercise price
of $3.38 per share (the "Exercise Price"), subject to adjustments as set forth
in Section 6 hereof.
Exercise of Warrants.
--------------------
2.1 Payment of Exercise Price: Cashless Exercise. This Warrant is
--------------------------------------------
exercisable in whole or in part at the Exercise Price per share of Common Stock
payable hereunder, payable in cash or by certified or official bank check. The
Holder may also elect a "cashless" exercise, in which
X = (M-P)*N
--------
M
<PAGE>
X is the number of shares of Common Stock to be received by the Holder
upon the "cashless" exercise;
M is the fair market value of a share of Common Stock on the date of
exercise. If the stock is regularly quoted on a recognized securities market,
its fair market value shall be the closing price of the Common Stock on the date
of exercise; however, if no closing price is available, then the average of the
high bid and low asked price on that day will be used. In the absence of an
established market, the fair market value shall be determined in good faith by
the Company's Board of Directors;
P is the Exercise Price; and
N is the number of shares submitted for cashless exercise, with the
maximum number being the shares subject to this Warrant.
2.2 Procedure for Exercise. Upon surrender of this Warrant with the
----------------------
annexed 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.
Reservation of Shares. The Company 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").
Mutilation or Loss of Warrant. Upon receipt by the Company 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 Company 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.
No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to
------------------------
any rights of a shareholder of the Company, either at law or in equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.
Effect of Certain Transactions
------------------------------
6.1 Adjustments for Stock Splits. Stock Dividends Etc. If the number
----------------------------
of outstanding shares of Common Stock of the Company are increased or decreased
by a stock split, reverse stock split, stock dividend, stock combination,
recapitalization or the like, the Exercise Price and the number of shares
purchasable pursuant to this Warrant shall be adjusted proportionately so that
the ratio of (i) the aggregate number of shares purchasable by exercise of this
Warrant to (ii) the total number of shares outstanding immediately following
such stock split, reverse stock split, stock dividend, stock
<PAGE>
combination, recapitalization or the like shall remain unchanged, and the
aggregate purchase price of shares issuable pursuant to this Warrant shall
remain unchanged.
6.2 Adjustments for Reorganization. Mergers, Consolidations or Sales
----------------------------------------------------------------
of Assets. If at any time there is a capital reorganization of the Common Stock
---------
(other than a recapitalization, combination, or the like provided for elsewhere
in this Section 6) or merger or consolidation of the Company with another
corporation (other than one covered by Section 6.2(ii)), or the sale of all or
substantially all of the Company's properties and assets to any other person,
then, as a part of such reorganization, merger, consolidation or sale, provision
shall be made so that the Holder shall thereafter be entitled to receive upon
exercise of this Warrant (and only to the extent this Warrant is exercised), the
number of shares of stock or other securities or property of the Company, or of
the successor corporation resulting from such merger or consolidation or sale,
to which a holder of Common Stock, or other securities, deliverable upon the
exercise of this Warrant would otherwise have been entitled on such capital
reorganization, merger, consolidation or sale. In any such case, appropriate
adjustments shall be made in the application of the provisions of this Section 6
(including adjustment of the Exercise Price then in effect and number of Warrant
Shares purchasable upon exercise of this Warrant) which shall be applicable
after such events.
Transfer to Comply with the Securities Act. This Warrant has not been registered
------------------------------------------
under the Securities Act of 1933, as amended, (the "Securities Act") and has
been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the
Warrant Shares or any other security issued or 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 satisfactory to the Company 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 in form
and substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section.
Registration Rights.
-------------------
8.1 The Company shall use its commercially reasonable best efforts to
effect the registration of the Warrant Shares simultaneously with the
registration of the other shares of Common Stock to be issued as part of the
"Nasdaq Financing," as defined in the engagement letter dated as of March 21,
2000 by and between the Company and ICE Holdings North America, LLC. Unless and
until the Nasdaq Financing occurs, the Company shall have no obligation
whatsoever to register the Warrant Shares.
8.2 If and whenever the Company is under an obligation pursuant to
the provisions of this Agreement to use its commercially reasonable best efforts
to effect the registration of any Warrant Shares, the Company shall, as
expeditiously as practicable:
<PAGE>
(a) use its commercially reasonable best efforts to cause a registration
statement that registers such Warrant Shares to become and remain effective for
a period of 90 days or until all of such Warrant Shares have been disposed of
(if earlier) (it being understood that the Company may discontinue any
registration);
(b) furnish, at least five business days before filing a registration
statement that registers such Warrant Shares, a prospectus relating thereto or
any amendments or supplements relating to such a registration statement or
prospectus, to one counsel selected by the Holder (the "Holder's Counsel"),
copies of all such documents proposed to be filed (it being understood that such
five business-day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
the Holder's Counsel in advance of the proposed filing by a period of time that
is customary and reasonable under the circumstances);
(c) prepare and file with the Securities and Exchange Commission (the
"Commission') such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for at least a period of 90 days or until all
of such Warrant Shares have been disposed of (if earlier) and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of such Warrant Shares (it being understood that the Company may discontinue any
registration);
(d) notify in writing the Holder's Counsel promptly (i) of the receipt by
the Company of any notification with respect to the issuance by the Commission
of any stop order suspending the effectiveness of such registration statement or
prospectus or any amendment or supplement thereto or the initiation or
threatening of any proceeding for that purpose and (ii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Warrant Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purposes;
(e) use its commercially reasonable best efforts to register or qualify
such Warrant Shares under such other securities or blue sky laws of such
jurisdictions as the Holder reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable the Holder
to consummate the disposition in such jurisdictions of the Warrant Shares owned
by the Holder; provided, however, that the Company will not be required to
-------- -------
qualify generally to do business, subject itself to general taxation or consent
to general service of process in any jurisdiction where it would not otherwise
be required to do so but for this paragraph (e) or to provide any material
undertaking or make any changes in its bylaws or Articles of Incorporation which
the Board of Directors determines to be contrary to the best interests of the
Company;
(f) furnish to the Holder such number of copies of a summary prospectus,
if any, or other prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the
Holder may reasonably request in order to facilitate the public sale or other
disposition of such Warrant Shares;
(g) use its commercially reasonable best efforts to cause such Warrant
Shares to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company to enable the Holder holding such Warrant Shares to consummate the
disposition of such Warrant Shares;
(h) notify the Holder on a timely basis at any time when a prospectus
relating to such Warrant Shares is required to be delivered under the Securities
Act within the appropriate period mentioned in subparagraph (a) of this Section
8.2, of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
<PAGE>
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing and, at the request of the Holder, prepare
and furnish to the Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the offerees of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing;
(i) subject to the execution of confidentiality agreements in form and
substance satisfactory to the Company, make available upon reasonable notice and
during normal business hours, for inspection by the Holder, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by the Holder or underwriter
(collectively, the "Inspectors", all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company's officers, directors and
employees to supply all information (together with the Records, the
"Information") reasonably requested by any such Inspector in connection with
such registration statement. Any of the Information which the Company determines
in good faith to be confidential, and of which determination the Inspectors are
so notified, shall not be disclosed by the Inspectors unless (i) the disclosure
of such Information is necessary to avoid or correct a misstatement or omission
in the registration statement, (ii) the release of such Information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
(iii) such Information has been made generally available to the public; the
Holder agrees that he/she/it will, upon learning that disclosure of such
Information is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company's expense, to undertake
appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its commercially reasonable best efforts to obtain from its
independent certified public accountants "cold comfort" letters in customary
form and at customary times and covering matters of the type customarily covered
by cold comfort letters;
(k) use its commercially reasonable best efforts to obtain from its
counsel an opinion or opinions in customary form;
(l) issue to any underwriter to which the Holder may sell shares in such
offering certificates evidencing such Warrant Shares;
(m) otherwise use its commercially reasonable best efforts to comply with
all applicable rules and regulations of the Commission and make available to the
Holder, as soon as reasonably practicable, earnings statements (which need not
be audited) covering a period of 12 months beginning within three months after
the effective date of the registration statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the Securities Act; and
(n) use its commercially reasonable best efforts to take all other steps
necessary to effect the registration of such Warrant Shares contemplated hereby.
Each holder of the Warrant Shares, upon receipt of any notice from the
Company of any event of the kind described in Section 8.2(h) hereof, shall
forthwith discontinue disposition of the Warrant Shares pursuant to the
registration statement covering such Warrant Shares until such holder's receipt
of the copies of the supplemented or amended prospectus contemplated by Section
8.2(h) hereof, and, if so directed by the Company, such holder shall deliver to
the Company all copies, other than permanent file
<PAGE>
copies then in such holder's possession, of the prospectus covering such Warrant
Shares at the time of receipt of such notice.
Notices. Any notice or other communication required or permitted hereunder shall
-------
be in writing and shall be delivered personally or sent by certified, registered
or express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, or if mailed, two days after the date of deposit in the
United States mails, as follows:
If to the Company, to:
PCSupport.com, Inc.
3605 Gilmore Way
Suite 300
Burnaby, British Columbia, Canada
V5G 4X5
Attention: David W. Rowat, Vice President and Chief Financial
Officer
With a copy to:
Troy & Gould Professional Corporation
1801 Century Park East, 16th Floor
Los Angeles, CA 90067
Attention: Sanford J. Hillsberg, Esq.
If to the Holder, to:
ICE Securities, LLC
645 Madison Avenue, 13th Floor
New York, New York 10022
Attention: Andrew Smith
Any party may designate another address or person for receipt of notices
hereunder by notice given to the other parties in accordance with this Section.
Supplements and Amendments: Whole Agreement. This Warrant may be amended or
-------------------------------------------
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant contains the full understanding of the parties hereto with respect to
the subject matter hereof, and there are no representations, warranties,
agreements or understandings other than expressly contained herein.
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 such State applicable to contracts to be made and
performed entirely within such State.
<PAGE>
Counterparts. This Warrant may be executed in any number of counterparts and
------------
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
Descriptive Headings. Descriptive headings of the several Sections of this
-------------------
Warrant are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
Assignability. This Warrant or any part thereof may be hereafter assigned by the
-------------
Holder to any accredited investor executing documents reasonably required by the
Company. Any such assignment shall be binding on the Company and shall inure to
the benefit of any such assignee.
IN WITNESS WHEREOF, PCSupport.com, Inc. has executed this Warrant dated for
reference June 23,200O.
PCSUPPORT.COM, INC.
By:______________________________________________
Name: David W. Rowat
Title: Vice President and Chief Financial Officer
<PAGE>
NOTICE OF EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant dated as of _______________ to purchase _____________
shares of the Common Stock of PCSupport.com, Inc., and tenders herewith payment
in accordance with Section 2 of the Common Stock Purchase Warrant.
Please deliver the stock certificate to:
______________________________________________
______________________________________________
______________________________________________
Dated:____________________
By:_______________________
Payment method (check one):
[_] CASH: $___________________
or
[_] CASHLESS EXERCISE
<PAGE>
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AGREES FOR THE BENEFIT OF THE
COMPANY THAT SUCH SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE MAY
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE
BRITISH COLUMBIA, (C) INSIDE BRITISH COLUMBIA IN ACCORDANCE WITH EXEMPTIONS
AVAILABLE UNDER THE SECURITIES ACT (BRITISH COLUMBIA), IF AVAILABLE, OR (D)
OTHERWISE, IF THE COMPANY FIRST RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE
HOLDER OF THE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING
THAT SUCH TRANSACTION MAY BE EFFECTED IN ACCORDANCE WITH THE SECURITIES ACT
(BRITISH COLUMBIA). A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL
CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM U.S. STOCK TRANSFER UPON
DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM
SATISFACTORY TO U.S. STOCK TRANSFER AND THE COMPANY, TO THE EFFECT THAT THE SALE
OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION ORDER OF THE
BRITISH COLUMBIA SECURITIES COMMISSION RELATING TO THE SECURITIES.
PCSUPPORT.COM, INC.
"C" WARRANT
FOR THE PURCHASE OF COMMON STOCK
Issuance. For value received, the receipt of which is hereby acknowledged by
--------
PCSupport.com, Inc., a Nevada corporation (the "Company"), ICE Securities, LLC
(the "Holder"), is hereby granted the right to purchase, at any time until June
23, 2002, (the "Expiration Date," subject to Section 6.2), SIXTY TWO THOUSAND
FIVE HUNDRED (62,500) fully paid and nonassessable shares of the Company's
common stock, par value $.001 (the "Common Stock"), at the exercise price
of $2.25 per share (the "Exercise Price"), subject to adjustments as set forth
in Section 6 hereof.
Exercise of Warrants.
--------------------
2.1 Payment of Exercise Price: Cashless Exercise. This Warrant is
--------------------------------------------
exercisable in whole or in part at the Exercise Price per share of Common Stock
payable hereunder, payable in cash or by certified or official bank check. The
Holder may also elect a "cashless" exercise, in which
X = (M-P) * N
---------
M
<PAGE>
X is the number of shares of Common Stock to be received by the Holder
upon the "cashless" exercise;
M is the fair market value of a share of Common Stock on the date of
exercise. If the stock is regularly quoted on a recognized securities market,
its fair market value shall be the closing price of the Common Stock on the date
of exercise; however, if no closing price is available, then the average of the
high bid and low asked price on that day will be used. In the absence of an
established market, the fair market value shall be determined in good faith by
the Company's Board of Directors;
P is the Exercise Price; and
N is the number of shares submitted for cashless exercise, with the
maximum number being the shares subject to this Warrant.
2.2 Procedure for Exercise. Upon surrender of this Warrant with the
----------------------
annexed 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.
Reservation of Shares. The Company 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").
Mutilation or Loss of Warrant. Upon receipt by the Company 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 Company 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.
No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to
------------------------
any rights of a shareholder of the Company, either at law or in equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.
Effect of Certain Transactions
------------------------------
6.1 Adjustments for Stock Splits, Stock Dividends Etc. If the number
-------------------------------------------------
of outstanding shares of Common Stock of the Company are increased or decreased
by a stock split, reverse stock split, stock dividend, stock combination,
recapitalization or the like, the Exercise Price and the number of shares
purchasable pursuant to this Warrant shall be adjusted proportionately so that
the ratio of (i) the aggregate number of shares purchasable by exercise of this
Warrant to (ii) the total number of shares outstanding immediately following
such stock split, reverse stock split, stock dividend, stock
<PAGE>
combination, recapitalization or the like shall remain unchanged, and the
aggregate purchase price of shares issuable pursuant to this Warrant shall
remain unchanged.
6.2 Adjustments for Reorganization, Mergers, Consolidations or Sales
----------------------------------------------------------------
of Assets. If at any time there is a capital reorganization of the Common Stock
---------
(other than a recapitalization, combination, or the like provided for elsewhere
in this Section 6) or merger or consolidation of the Company with another
corporation (other than one covered by Section 6.2(ii)), or the sale of all or
substantially all of the Company's properties and assets to any other person,
then, as a part of such reorganization, merger, consolidation or sale, provision
shall be made so that the Holder shall thereafter be entitled to receive upon
exercise of this Warrant (and only to the extent this Warrant is exercised), the
number of shares of stock or other securities or property of the Company, or of
the successor corporation resulting from such merger or consolidation or sale,
to which a holder of Common Stock, or other securities, deliverable upon the
exercise of this Warrant would otherwise have been entitled on such capital
reorganization, merger, consolidation or sale. In any such case, appropriate
adjustments shall be made in the application of the provisions of this Section 6
(including adjustment of the Exercise Price then in effect and number of Warrant
Shares purchasable upon exercise of this Warrant) which shall be applicable
after such events.
Transfer to Comply with the Securities Act. This Warrant has not been registered
------------------------------------------
under the Securities Act of 1933, as amended, (the "Securities Act") and has
been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the
Warrant Shares or any other security issued or 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 satisfactory to the Company 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 in form
and substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section.
Registration Rights.
-------------------
8.1 The Company shall use its commercially reasonable best efforts to
effect the registration of the Warrant Shares simultaneously with the
registration of the other shares of Common Stock to be issued as part of the
"Nasdaq Financing," as defined in the engagement letter dated as of March 21,
2000 by and between the Company and ICE Holdings North America, LLC. Unless and
until the Nasdaq Financing occurs, the Company shall have no obligation
whatsoever to register the Warrant Shares.
8.2 If and whenever the Company is under an obligation pursuant to
the provisions of this Agreement to use its commercially reasonable best efforts
to effect the registration of any Warrant Shares, the Company shall, as
expeditiously as practicable:
<PAGE>
(a) use its commercially reasonable best efforts to cause a registration
statement that registers such Warrant Shares to become and remain effective for
a period of 90 days or until all of such Warrant Shares have been disposed of
(if earlier) (it being understood that the Company may discontinue any
registration);
(b) furnish, at least five business days before filing a registration
statement that registers such Warrant Shares, a prospectus relating thereto or
any amendments or supplements relating to such a registration statement or
prospectus, to one counsel selected by the Holder (the "Holder's Counsel"),
copies of all such documents proposed to be filed (it being understood that such
five business-day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
the Holder's Counsel in advance of the proposed filing by a period of time that
is customary and reasonable under the circumstances);
(c) prepare and file with the Securities and Exchange Commission (the
"Commission") such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for at least a period of 90 days or until all
of such Warrant Shares have been disposed of (if earlier) and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of such Warrant Shares (it being understood that the Company may discontinue any
registration);
(d) notify in writing the Holder's Counsel promptly (i) of the receipt by
the Company of any notification with respect to the issuance by the Commission
of any stop order suspending the effectiveness of such registration statement or
prospectus or any amendment or supplement thereto or the initiation or
threatening of any proceeding for that purpose and (ii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Warrant Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purposes;
(e) use its commercially reasonable best efforts to register or qualify
such Warrant Shares under such other securities or blue sky laws of such
jurisdictions as the Holder reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable the Holder
to consummate the disposition in such jurisdictions of the Warrant Shares owned
by the Holder; provided, however, that the Company will not be required to
-------- -------
qualify generally to do business, subject itself to general taxation or consent
to general service of process in any jurisdiction where it would not otherwise
be required to do so but for this paragraph (e) or to provide any material
undertaking or make any changes in its bylaws or Articles of Incorporation which
the Board of Directors determines to be contrary to the best interests of the
Company;
(f) furnish to the Holder such number of copies of a summary prospectus,
if any, or other prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the
Holder may reasonably request in order to facilitate the public sale or other
disposition of such Warrant Shares;
(g) use its commercially reasonable best efforts to cause such Warrant
Shares to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company to enable the Holder holding such Warrant Shares to consummate the
disposition of such Warrant Shares;
(h) notify the Holder on a timely basis at any time when a prospectus
relating to such Warrant Shares is required to be delivered under the Securities
Act within the appropriate period mentioned in subparagraph (a) of this Section
8.2, of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
<PAGE>
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing and, at the request of the Holder, prepare
and furnish to the Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the offerees of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing;
(i) subject to the execution of confidentiality agreements in form and
substance satisfactory to the Company, make available upon reasonable notice and
during normal business hours, for inspection by the Holder, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by the Holder or underwriter
(collectively, the "Inspectors"), all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company's officers, directors and
employees to supply all information (together with the Records, the
"Information") reasonably requested by any such Inspector in connection with
such registration statement. Any of the Information which the Company determines
in good faith to be confidential, and of which determination the Inspectors are
so notified, shall not be disclosed by the Inspectors unless (i) the disclosure
of such Information is necessary to avoid or correct a misstatement or omission
in the registration statement, (ii) the release of such Information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
(iii) such Information has been made generally available to the public; the
Holder agrees that he/she/it will, upon learning that disclosure of such
Information is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company's expense, to undertake
appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its commercially reasonable best efforts to obtain from its
independent certified public accountants "cold comfort" letters in customary
form and at customary times and covering matters of the type customarily covered
by cold comfort letters;
(k) use its commercially reasonable best efforts to obtain from its
counsel an opinion or opinions in customary form;
(l) issue to any underwriter to which the Holder may sell shares in such
offering certificates evidencing such Warrant Shares;
(m) otherwise use its commercially reasonable best efforts to comply with
all applicable rules and regulations of the Commission and make available to the
Holder, as soon as reasonably practicable, earnings statements (which need not
be audited) covering a period of 12 months beginning within three months after
the effective date of the registration statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the Securities Act; and
(n) use its commercially reasonable best efforts to take all other steps
necessary to effect the registration of such Warrant Shares contemplated hereby.
Each holder of the Warrant Shares, upon receipt of any notice from the
Company of any event of the kind described in Section 8.2(h) hereof, shall
forthwith discontinue disposition of the Warrant Shares pursuant to the
registration statement covering such Warrant Shares until such holder's receipt
of the copies of the supplemented or amended prospectus contemplated by Section
8.2(h) hereof, and, if so directed by the Company, such holder shall deliver to
the Company all copies, other than permanent file
<PAGE>
copies then in such holder's possession, of the prospectus covering such Warrant
Shares at the time of receipt of such notice.
Notices. Any notice or other communication required or permitted hereunder shall
-------
be in writing and shall be delivered personally or sent by certified, registered
or express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, or if mailed, two days after the date of deposit in the
United States mails, as follows:
If to the Company, to:
PCSupportcom, Inc.
3605 Gilmore Way
Suite 300
Burnaby, British Columbia, Canada
V5G 4X5
Attention: David W. Rowat, Vice President, and Chief Financial
Officer
With a copy to:
Troy & Gould Professional Corporation
1801 Century Park East, 16th Floor
Los Angeles, CA 90067
Attention: Sanford J. Hillsberg, Esq.
If to the Holder, to:
ICE Securities, LLC
645 Madison Avenue, 13/th/ Floor
New York, New York 10022
Attention: Andrew Smith
Any party may designate another address or person for receipt of notices
hereunder by notice given to the other parties in accordance with this Section.
Supplements and Amendments; Whole Agreement. This Warrant may be amended or
-------------------------------------------
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant contains the full understanding of the parties hereto with respect to
the subject matter hereof, and there are no representations, warranties,
agreements or understandings other than expressly contained herein.
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 such State applicable to contracts to be made and
performed entirely within such State.
<PAGE>
Counterparts. This Warrant may be executed in any number of counterparts and
------------
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
Descriptive Headings. Descriptive headings of the several Sections of this
--------------------
Warrant are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
Assignability. This Warrant or any part thereof may be hereafter assigned by
-------------
the Holder to any accredited investor executing documents reasonably required by
the Company. Any such assignment shall be binding on the Company and shall inure
to the benefit of any such assignee.
IN WITNESS WHEREOF, PCSupport.com, Inc. has executed this Warrant dated for
reference June 23, 2000.
PCSUPPORT.COM, INC.
By:_______________________________________________
Name: David W. Rowat
Title: Vice President and Chief Financial Officer
<PAGE>
NOTICE OF EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant dated as of _______________ to purchase _____________
shares of the Common Stock of PCSupport.com, Inc., and tenders herewith payment
in accordance with Section 2 of the Common Stock Purchase Warrant.
Please deliver the stock certificate to:
________________________________________________
________________________________________________
________________________________________________
Dated:_________________
By:____________________
Payment method (check one):
[_] CASH: $__________________
or
[_] CASHLESS EXERCISE
