EXHIBIT 4.9
THE WARRANTS OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND PARAGRAPH (13) OF
CODE SECTION 10-5-9 OF THE GEORGIA SECURITES ACT OF 1973. THE WARRANTS MAY NOT
BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED
THEREIN, UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH
SECURITY INTEREST COMPLIES WITH ALL STATE (INCLUDING THE GEORGIA SECURITIES ACT
OF 1973) AND FEDERAL SECURITIES LAWS (I.E., SUCH SHARES ARE REGISTERED UNDER
SUCH LAWS (INCLUDING THE GEORGIA SECURITIES ACT OF 1973) OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANFEROR,
ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED
WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS. TRANSFERABILITY OF THE WARRANTS IS THEREFORE
LIMITED AND INVESTORS MUST BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME;
WAVERIDER COMMUNICATIONS INC.
Organized under the laws of the State of Nevada
CLASS M COMMON STOCK PURCHASE WARRANT
No.WM-1 WARRANTS TO PURCHASE** 25,000 COMMON SHARES
THIS CERTIFIES that, for value received Avondale Capital Partners Inc. Or
registered assigns ("Warrantholder") is entitled to purchase from WAVERIDER
COMMUNICATIONS INC., a Nevada corporation ("Company"), at any time from the date
of issuance and during the period (the "Exercise Period") expiring on December
8th, 2005 (the "Expiration Date"), unless extended, the number of fully paid,
nonassessable shares shown above of the Company's common stock. $.001 par value
(the "Common Shares"), in the manner stated below, at the purchase price of
US$3.05 (three dollars five cents) per Common Share (the "Exercise Price").
EXERCISE. Subject to the provisions of the Warrant Terms, this Class M
Warrant may be exercised in whole or in part at any time during the Exercise
Period for a whole number of shares, by surrendering it with the Exercise Form
on the reverse side duly completed at the offices of the Company, or any
successor, and by paying in full the Exercise Price for all Common Shares being
purchased, together with all transfer fees and transfer taxes and other
governmental charges due, if any. Payment shall be made in lawful money of the
United States of America, in cash or by bank check, cashier's check, certified
check, or postal or express money order made payable to the order of the
Company. Upon partial exercise hereof, a new Class M Warrant of like tenor shall
be issued to the registered holder hereof evidencing the number of Common Shares
not purchased. No fractional shares or scrip certificate evidencing fractional
shares will be issued upon exercise hereof, nor will any cash be paid in lieu of
any fractional share not issued.
ASSIGNMENT. This Class M Warrant may be assigned or transferred by the
registered holder or by attorney duly authorized in writing, in whole or in
part, at the offices of the Company with the Assignment Form on the reverse side
duly completed, upon payment of the applicable transfer fee and any transfer tax
or other governmental charges due, if any. Upon any such assignment or transfer,
a new Class M Warrant Certificate or certificates of like tenor and representing
in the aggregate the right to purchase a like number of Common Shares, subject
to any adjustments made in accordance with the provisions of the Warrant Terms,
will be issued in accordance with the registered holder's lawful instructions.
EXCHANGE. This Class M Warrant Certificate may at any time be exchanged
for one or more Class M warrant Certificates of like tenor and representing in
the aggregate the right to purchase a like number of Common Shares, subject to
any adjustments made in accordance with the provisions of the Warrant Terms,
upon presentation therefor at the offices of the Company and upon payment of the
requisite fees.
TRANSFER AND ASSIGNMENT FEES. Whenever this Class M Warrant Certificate
is exercised for Common Shares, is assigned or transferred, or is exchanged for
one or more like certificates, there shall be paid to the Company therewith a
fee for every Class M Warrant Certificate or Common Share certificate to be
issued, in accordance with the Company's fee schedule.
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ADJUSTMENTS. Under the Warrant Terms, the Exercise Price is subject to
adjustment if the Company effects any stock split or combination (reverse stock
split) or recapitalization with respect to the Common Shares and in certain
other circumstances. Any adjustment of the Exercise Price probably will result
in a corresponding adjustment of the number of Common Shares purchasable
hereunder. Further, the Exercise Price may be reduced, irrespective of whether a
stock split, combination or other adjustment is effected, and the Expiration
Date may be extended one or more time, from time to time, for an indefinite
period at the Company's discretion upon giving at least two days' notice thereof
to registered holders of the Class M Warrants.
STATUS OF HOLDER. The Company may deem and treat the registered holder
of this Class M Warrant Certificate as the absolute owner hereof for all
purposes, notwithstanding any notation of ownership or other writing made hereon
by any person, and the Company shall not be affected by any notice to the
contrary. No registered holder of Class M Warrants, as such, shall have any
rights as a shareholder of the Company, either at law or at equity, and the
rights of each such registered holder, as such, are limited to those expressly
provided in the Warrant Terms and this Certificate.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
DATED: December 8, 2000 WAVERIDER COMMUNICATIONS INC.
------------------------------------
Assistant Secretary
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIFORM GIFTS TO MINORS ACT
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of ____________Custodian____________
survivorship and not as tenants ( Custodian) (Minor)
in common and not as community under the Uniform Gifts of Minors Act
property of the State of____________________
EXERCISE
I or we hereby irrevocably elect to exercise the right of purchase
represented by this certificate to purchase ______ Common Shares of the Company
and hereby make payment of _______________ (number of shares purchased
multiplied by US$3.05) payable to the order of WAVERIDER COMMUNICATIONS INC. in
payment of the exercise price for such shares, and request that certificates for
the Common Shares shall be issued in the name of:
Please insert social security or EIN number (Insert name address, including zip
or other identifying number: ______________ code):_____________________________
_____________________________
And, if such number of Common Shares shall not be all of the shares purchasable
hereunder, that a new Class M Warrant Certificate or like tenor for the balance
of the remaining Common Shares purchasable hereunder be delivered to the
undersigned at the address above.
The undersigned agrees not to offer, sell, transfer or otherwise dispose of any
Common Stock obtained on exercise of the Warrant, except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any state securities laws.
IMPORTANT: The name of the person exercising this warrant must correspond with
the name of the Warrantholder written on the face of this Certificate in every
particular, without alteration or any change whatever, unless it has been
assigned by completing the Assignment form below.
DATED: __________________ 20___ X_______________________________________
Signature of Registered Holder
X_______________________________________
Signature of Registered Holder
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
Please insert social security or EIN number (Insert name address, including zip
or other identifying number: ______________ code):_____________________________
_____________________________
The right to purchase _____________ Common Shares of the Company evidenced by
this Class M Warrant, and does hereby irrevocably constitute and appoint any
officer of the Company or its transfer agent and registrar as lawful Attorney to
transfer such right on the books of the Company with full power of substitution
in the premises.
The undersigned agrees not to offer, sell, transfer or otherwise dispose of any
Common Stock obtained on exercise of the Warrant, except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any state securities laws.
DATED: __________________ 20___ X_______________________________________
Signature of Registered Holder
X_______________________________________
Signature of Registered Holder
IMPORTANT: Every registered owner of this Certificate must sign it to assign or
otherwise transfer Class M Warrants. The above signature or signatures must
correspond with the name or names written on the face of this Certificate in
every particular, without alteration, enlargement or any change whatever. Each
signature should be "medallion" guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) with
membership in an approved signature guarantee Medallion Program pursuant to Rule
17Ad-15 of the Securities and Exchange Commission.
SIGNATURE GUARANTEE:
