SHARE PURCHASE WARRANT CERTIFICATE
WARRANT TO PURCHASE ________ COMMON SHARES
OF
INTERNATIONAL SOLUBLES CORPORATION
(Incorporated under the laws of the State of Florida)
SHARE PURCHASE WARRANT
(the "Warrant")
THIS SHARE PURCHASE WARRANT CERTIFICATE AND ANY SECURITIES ISSUED PURSUANT TO
THE TERMS HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT").
THIS IS TO CERTIFY THAT for value received, ________________________________
(the "Holder"), is entitled to purchase ___________________________________
fully paid and non-assessable shares of No Par Value (each a "Share") in the
common stock (the "Common Stock") of INTERNATIONAL SOLUBLES CORPORATION (the
"Corporation") at any time up to 5:00 p.m. local time in the city of Heathrow,
Florida, at a purchase price of U.S. $0.10 per Share prior to the third
anniversary of the date of acceptance of this Agreement by the Corporation.
1. The aforesaid right to purchase Shares may be exercised by the Holder at
times and from time to time within the time period required herein before
set out by (i) duly completing in the manner indicated and executing the
subscription form attached hereto, (ii) surrendering this Warrant to the
Corporate Secretary of the Corporation, and, (iii) paying the appropriate
purchase price for the Shares subscribed for together with the requisite
share transfer tax, if any, either in cash or by certified check payable at
par, in Heathrow, Florida, to the order of the Corporation. Upon said
surrender and payment, the Corporation will issue to the Holder of the
subscription form the number of Shares subscribed for and the said Holder
will become a shareholder of the Corporation in respect of the Shares as of
the date of such surrender and payment. subject to the Terms and Conditions
of this Warrant, the Corporation will, as soon as practicable after said
surrender and payment, mail to the person or persons at the address or
addresses specified in the subscription form a certificate or certificates
evidencing the Shares subscribed for. If the Holder of this Warrant
subscribes for a lesser number of Shares than the number of shares referred
to in the Warrant, the Holder shall be entitled to receive a further
Warrant in respect of Shares not subscribed for.
2. The Holder may, at its sole discretion, transfer or assign the Share
Purchase Warrants to another party or parties.
Nothing contained herein shall confer upon the Holder hereof or upon any
other person any right to subscribe for or purchase any Shares at any time
after 5:00 o'clock in the afternoon local time in the city of Heathrow,
Florida on the third anniversary of the date of acceptance of this
Agreement by the Corporation. From and after such time, this Warrant and
all rights hereunder shall be void and of no value.
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3. This Warrant shall not constitute the Holder a shareholder of the
Corporation.
4. This Warrant is subject to the Terms and Conditions that are attached to
this Warrant as Schedule "A".
5. Time shall be of the essence hereof.
IN WITNESS WHEREOF, INTERNATIONAL SOLUBLES CORPORATION has caused its common
seal to be affixed and this Warrant to be signed by its authorized
representative effective on this 7th day of July, 1999.
THE CORPORATE SEAL OF INTERNATIONAL SOLUBLES CORPORATION Was affixed hereto in
the presence of:
-----------------------------
Authorized Signatory for the Corporation
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FORM OF SUBSCRIPTION
To: INTERNATIONAL SOLUBLES CORPORATION
And to: THE CORPORATE SECRETARY OF INTERNATIONAL SOLUBLES CORPORATION
The undersigned holder of the attached Warrant hereby subscribes for
_______________________ Shares of the No Par Value Common Stock of INTERNATIONAL
SOLUBLES CORPORATION (the "Corporation") pursuant to the attached Warrant at any
time up to 5:00 p.m. local time in the city of Heathrow, Florida, at a purchase
price of U.S. $0.15 per Share prior to the third anniversary of the date of
acceptance of the Agreement by the Corporation. This subscription is accompanied
by a certified check or money order payable to, or to the order of, the
Corporation for the whole amount of the purchase price of the said Shares,
together with the amount of any issue tax that may be imposed on issue of such
Shares (or if such tax has been paid, evidence satisfactory to the trustee of
such payment).
The undersigned hereby directs that the said Shares be registered as follows:
======================= ========================= =========================
Name in Full Address Number of Shares
======================= ========================= =========================
======================= ========================= =========================
======================= ========================= =========================
DATED this ____ day of ________________________, _______ .
In the presence of:
------------------ ------------------------------
Witness Signature of Warrant Holder
Please print Warrant Holder's name and address in full:
Name: ____________________________________
Address: ____________________________________
--------------------------------------------
--------------------------------------------
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SCHEDULE "A"
TERMS AND CONDITIONS
OF
WARRANTS
These are the Terms and Conditions that are attached to the Share Purchase
Warrants issued by INTERNATIONAL SOLUBLES CORPORATION.
ARTICLE ONE - INTERPRETATION
Section 1.01 - Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent:
a) "Corporation" means INTERNATIONAL SOLUBLES CORPORATION until a successor
corporation or its successor is present in Article 6;
b) "Corporation's Auditors" means an independent firm of accountants duly
appointed as auditors of the Corporation;
c) "Director" means a director of the Corporation for the time being, and
reference, without more, to action by the directors of the Corporation as a
board, or whenever duly empowered, action by an executive committee of the
board;
d) "herein", "hereby" and similar expressions refer to these Terms and
Conditions as the same may be amended or modified from time to time; and
the expression "Article" or "Section" followed by a number refer to the
specified Article or Section of these Terms and Conditions;
e) "Issuance Date" means that date on which the Corporation issued the
attached Warrants;
f) "person" means an individual, corporation, partnership, trustee or any
unincorporated organization, and any words importing persons have a similar
meaning;
g) "shares" means the no par value common shares in the capital of the
Corporation as constituted at the Issuance Date and any shares resulting
from any subdivision or consolidation of the shares;
h) "Transfer Agent" means a transfer agent duly authorized and appointed by
the Corporation.
i) "Warrants" means the Warrants of the Corporation issued and presently
authorized, as set out in Section 2.01 and for the time being outstanding,
and any other warrants made subject to these Terms and Conditions;
j) "Warrant Holders" or "Holders" means the bearers of the Warrants for the
time being; and
k) words importing the singular number include the plural and vice-versa, and
words importing the masculine gender include the feminine and neuter
genders.
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Section 1.02 - Interpretation Not Affected By Headings
The division of these Terms and Conditions in to Articles and Sections and the
insertion of headings are for convenience of reference only and will not affect
their construction or interpretation.
Section 1.03 - Applicable Law
The Warrants will be construed in accordance with the laws of Florida and will
be treated in all respects as Florida contracts.
ARTICLE TWO - ISSUE OF WARRANTS
Section 2.01 - Issue of Warrants
Warrants entitling the Holders thereof to purchase an aggregate of ____________
common shares are hereby authorized to be issued by the Corporation, where one
Warrant is required to purchase one common share of the Corporation.
Section 2.02 - Additional Warrants
Nothing contained herein shall preclude the Corporation from time to time to
make further equity or debt offerings and sell additional shares, warrants or
grant options or similar rights to purchase shares of its capital stock.
Section 2.03 - Issue In Substitution for Lost Warrants
a) Subject to Section 2.03(b), if a Warrant is mutilated, lost, destroyed
or stolen, the Corporation shall issue and deliver a new Warrant of
like date and content as the one mutilated, lost, destroyed or stolen,
in exchange for, and in place of, and upon cancellation of such
mutilated Warrant, or in lieu of, and in substitution for such lost,
destroyed or stolen Warrant. The substituted Warrant will be entitled
to the benefit of these Terms and Conditions and rank equally in
accordance with its terms with all other Warrants issued, or to be
issued, by the Corporation.
b) The applicant for the issue of a new Warrant will bear the cost of its
issue and in case of loss, destruction or theft, furnish to the
Corporation such evidence of ownership and of loss, destruction or
theft of the Warrant so lost, destroyed or stolen, as will be
satisfactory to the Corporation in its discretion, and such applicant
may also be required to furnish indemnity in an amount and form
satisfactory to the Corporation, in its discretion, and will pay the
reasonable charges of the Corporation in connection with issuing the
new Warrant.
Section 2.04 - Warrant Holder Not a Shareholder
Being a Holder of a Warrant will not constitute the Holder a shareholder of the
Corporation, nor entitle him to any right or interest except as expressly
provided in the Warrant and herein.
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ARTICLE THREE - OWNERSHIP AND TRANSFER
Section 3.01 - Exchange of Warrants
a) Warrants in any authorized denomination may, upon compliance with the
reasonable requirements of the Corporation, be exchanged for Warrants
in any other authorized denomination, of the same class and date of
expiry, entitling the Holder to purchase any equal aggregate number of
shares at the same subscription price and on the same terms as the
Warrants so exchanged.
b) Warrants may be exchanged only at the office of the Corporate Secretary
of the Corporation, and any Warrants tendered for exchange shall be
surrendered and canceled.
Section 3.02 - Ownership and Transfer of Warrants
a) The Corporation may deem and treat the registered holder of any Warrant
as absolute owner of such Warrant, for all purposes, and will not be
affected by any notice or knowledge to the contrary.
b) The registered holder of any Warrant will be entitled to the rights
evidenced by such Warrant free from all equities or rights of set-off
or counterclaim between the Corporation and the original or any
intermediate Holder and all persons may act accordingly, and the
receipt of any such bearer for the shares will be a good discharge to
the Corporation for the same and the Corporation will not be bound to
inquire into the title of any such bearer.
Section 4.01 - Notice to Warrant Holders
Any notice to be given to Warrant Holders will be deemed to be validly given on
the date on which it has been published if such notice is published once in the
City of Heathrow, Florida, such publication to be made in the daily newspaper,
in the English language, of the largest general circulation in such city.
ARTICLE FOUR - EXERCISE OF WARRANTS
Section 4.01 - Method of Exercising Warrants
The right to purchase shares conferred by the Warrants may be exercised, before
its expiry time, by the Holder of such Warrant surrendering it, with a duly
completed and executed subscription form, accompanied by cash or a certified
check payable to or to the order of the Corporation, in such city as the
Corporation may reside from time to time, in the amount of the purchase price
applicable at the time of surrender in respect of the shares subscribed for, in
lawful money of the United States of America, payable to the Corporate Secretary
of the Corporation.
Section 4.02 - Effect of Exercising Warrants
As soon as practicable after surrender and payment, and subject to the Terms and
conditions set forth herein, the Corporation will cause to be delivered to the
person or persons in whose name or names the shares subscribed for are to be
issued as specified in such subscription or mailed to him or them at his or
their respective addresses specified in such subscription, a certificate or
certificates for the appropriate number of shares not exceeding those which the
Warrant Holder is entitled to purchase pursuant to the Warrant surrendered. Upon
issuance, such person or persons shall be deemed to become the holder or holders
of record of such shares on the date of surrender and payment.
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Section 4.03 - Subscription For Less than Entitlement
The Holder of any Warrant may subscribe for and purchase a number of shares less
than the number which he is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a number of shares less than the number
that can be purchased pursuant to a Warrant, the Corporation will endorse the
Warrant, note the number of Warrants exercised, and return the Warrant
Certificate to the Holder; or in the alternative, the Corporation may issue a
new Warrant in respect of the balance of the shares which the Holder was
entitled to purchase pursuant to the surrendered Warrant and which were not then
purchased.
Section 4.04 - Warrants For Fractions of Shares
To the extent that the Holder of any Warrant is entitled to receive upon
exercise or partial exercise, a fraction of a common share, such right may be
exercised in respect of such fraction only in combination with another Warrant
or other Warrants which in the aggregate entitles the Holder to receive a whole
number of such shares.
Section 4.05 - Expiration of Warrants
After the expiration of the period within which a Warrant is exercisable, all
rights will wholly cease and terminate, and such Warrant will thereafter be void
and of no effect.
Section 4.06 - Exercise Price
The price per share which must be paid to exercise a Warrant is as prescribed by
resolution of the Board of Directors of the Corporation and set forth on the
face of the Warrant Certificate.
Section 4.07 - Adjustment of Exercise Price
The exercise price and the number of shares deliverable upon the exercise of the
Warrants will be subject to adjustment in the events and in the manner
following:
a) in the event of any subdivision or subdivisions of the shares of the
Corporation as such shares are constituted on the Issuance Date, at any
time while the Warrants are outstanding, into a greater number of shares,
the Corporation will deliver at the time of purchase of shares, in addition
to the number of shares in respect of which the right to purchase is then
being exercised, such additional number of shares as a result from such
subdivision or subdivisions, without the bearer of the Warrant making any
additional payment or giving any other consideration;
b) in the event of any consolidation or consolidations of the shares of the
Corporation as such shares are constituted on the Issuance Date, at any
time while the Warrants are outstanding, into a lesser number of shares,
the Corporation will deliver and the bearer will accept, at the time of
purchase, in lieu of the number of shares in respect of which the right to
purchase is then being exercised, the lesser number of shares as a result
from such consolidation or consolidations;
c) in the event of any change of the shares of the Corporation as such shares
are constituted on the Issuance Date, at any time while the Warrants are
outstanding, the Corporation will deliver at the time of purchase the
number of shares of the appropriate class resulting from such change as the
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bearer would have been entitled to receive in respect of the number of
shares so purchased, had the right to purchase been exercised before such
change;
d) in the event of any capital reorganization, reclassification or change of
outstanding equity shares of the Corporation or in the event of any
consolidation, merger or amalgamation of the Corporation with or into any
other company, then the Holder of each Warrant then outstanding will have
the right to purchase and receive, in lieu of the shares receivable upon
the exercise of the rights represented by the Warrants, the kind and amount
of shares and other securities and property receivable upon such capital
reorganization, reclassification, change, consolidation, merger or
amalgamation which the Holder of a number of shares equal to the number of
shares receivable upon the exercise of the rights represented by the
Warrants would have received as a result of such event, but the subdivision
or consolidation of shares at any time outstanding into a greater or lesser
number of shares, whether with or without par value, will not be deemed to
be a capital reorganization or a reclassification of the capital of the
Corporation for the purposes of this paragraphs (d);
e) if the Corporation, at any time while the Warrants are outstanding, pays
any stock dividend or stock dividends upon the shares of the Corporation in
respect of which the right to purchase is then given, the Corporation will
deliver at the time of purchase of shares 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 as would have been
payable on the shares so purchased as if they had been outstanding on the
record date for the payment of such stock dividend;
f) the adjustments provided for in this Section in the subscription rights
pursuant to any Warrants are cumulative; and,
g) the Corporation will not be required to issue fractional shares in
satisfaction of its obligations but, if any fractional interest in a shares
would, except for the provisions of this paragraph (g), be deliverable upon
the exercise of Warrant, the Corporation will, at its option, in lieu of
delivering a fractional share, satisfy the right to receive such fractional
interest by payment to the Holder of such Warrant of an amount in cash
equal, computed in the case of a fraction of a cent to the next lower cent,
to the current market value of the right to subscribe for such fractional
interest, computed on the basis of the last sale price of shares of the
Corporation on the NASDAQ Over-the Counter Bulletin Board preceding the day
on which such exercise takes place.
Section 4.08 - Determination of Adjustments
If any questions arise with respect to the exercise price, such question will be
conclusively determined by the Corporation's auditors, or, if they decline to
act, by any other national firm of Chartered Accountants, in Florida, that the
Corporation may designate and who will have access to all appropriate records,
and such determination will be binding upon the Corporation and the Holders of
the Warrants.
ARTICLE FIVE - COVENANTS BY THE COMPANY
The Corporation will reserve, and there will remain unissued out of its
authorized capital, a sufficient number of shares to satisfy the rights of
purchase in the Warrants should the Holders of all the Warrants, from time to
time outstanding, determine to exercise such rights in respect of all shares
which they are or may be entitled to purchase pursuant thereto.
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ARTICLE SIX - MODIFICATION OF TERMS, MERGER, SUCCESSORS
Section 6.01 - Modification of Terms for Certain Purposes
From time to time the Corporation may modify these Terms and Conditions, for any
one or more, or all, of the following purposes:
a) adding to or altering these provisions in respect of the registration and
transfer of Warrants making provision for the exchange of Warrants of
different denominations; and making any modification in the form of the
Warrants which does not affect their substance;
b) for any other purpose, including the correction or rectification of any
ambiguous, defective provisions, errors or omissions herein; or,
c) to evidence any succession of any corporation and the assumption by any
successor of the covenants of the Corporation and in the Warrants contained
as provided in this Article.
Section 6.02 - No Extension of Expiry Date
Notwithstanding Section 6.01, no modification will be made to the Expiry Date of
Warrants without the prior written and signed consent of the Holder.
Section 6.03 - Corporation May Consolidate etc. On Certain Terms
Nothing will prevent any consolidation, amalgamation or merger of the
Corporation with or into any other corporation, but the corporation formed by
such consolidation or into which such merger will have been made will be a
corporation organized and existing under the laws of Canada or the United States
of America, or any Province, State, District or Territory thereof, and will,
simultaneously with such consolidation, amalgamation or merger assume the due
and punctual performance and observance of all the covenants and conditions
hereof to be performed or observed by the Corporation.
Section 6.04 - Successor Corporation Substituted
In case the Corporation is consolidated, amalgamated or merged with or into any
other corporation or corporations, the successor corporation formed by such
consolidation or amalgamation, or into which the Corporation will have been
merged, will succeed to and be substituted for the Corporation hereunder. Such
changes in phraseology and form (but not in substance) may be made in the
Warrants as may be appropriate in view of such consolidation, amalgamation or
merger.
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