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EXHIBIT 3.1
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
NUPRO INNOVATIONS INC.
( $0.001 Par Value Common Stock )
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Subscriber
April 30, 1999
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Warrant to Purchase Number of Shares
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NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), BUT ARE BEING OFFERED AND SOLD IN RELIANCE UPON REGULATION
S UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S.
PERSON (AS DEFINED IN REGULATION S) UNLESS REGISTERED UNDER THE ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. NEITHER THE WARRANT NOR THE
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THIS WARRANT MAY NOT BE ASSIGNED, HYPOTHECATED,
SOLD OR OTHERWISE TRANSFERRED UNDER ANY CIRCUMSTANCE.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, subject to the terms and conditions set
forth herein,
Name:
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Address:
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is entitled to subscribe for and purchase from NuPro Innovations Inc., a
Delaware corporation (the "Company"),
duly authorized, validly issued, fully paid and non-assessable shares, subject
to adjustment as set forth herein (the "Shares"), of the Company's common stock,
$0.001 par value per share (the "Common Stock"), at the price per share of U.S.
$2.50 (the "Exercise Price"). As used herein, the term "Common Stock" shall mean
the Company's presently authorized Common Stock, and any stock into or for which
such Common Stock may hereafter be converted or exchanged.
1. Term. This Warrant is exercisable, in whole or in part, at any time and from
time to from and after the date hereof and on or prior to December 31, 2000 (the
"Exercise Date") or at such later date as the Company, in its sole discretion,
shall determine after giving written notice to the holder hereof (the "Holder").
This Warrant is only exercisable if the Holder has converted all Debentures held
by him pursuant to ▇▇▇▇▇▇'s purchase of a Unit under the Company's Confidential
Offering Memorandum dated March 31, 1999
2. Method of Exercise; Payment; Issuance of New Warrant. This Warrant may be
exercised by the holder hereof by the surrender of this Warrant (with the Notice
of Exercise from attached hereto as Exhibit A duly executed) at the principal
office of the Company and by the payment to the Company, by cash, check or
cancellation of indebtedness, of an amount equal to the Exercise Price per share
multiplied by the number of shares of Common Stock then being purchased. The
person or persons in whose name(s) any certificate(s) representing shares of
Common Stock shall be issuable upon exercise of this Warrant shall be deemed to
become the holder(s) of the shares of Common Stock represented thereby (and such
shares of Common Stock shall be deemed to have been issued) immediately prior to
the close of business on the date or dates upon which this Warrant is exercised.
In the event of any exercise of this Warrant, certificates for the shares of
Common Stock so purchased shall be delivered to the holder hereof as soon as
possible and, unless this Warrant has been fully exercised or expired, a new
Warrant
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representing a portion of the shares of Common Stock, if any, with respect to
which this Warrant shall not then have been exercised shall also be issued to
the holder hereof as soon as possible thereafter.
THE HOLDER HEREBY ACKNOWLEDGES THAT THIS WARRANT MAY NOT BE EXERCISED
WITHIN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), AND THAT
THE SHARES OF COMMON STOCK ISSUABLE UNDER THIS WARRANT MAY NOT BE DELIVERED
WITHIN THE UNITED STATES UPON EXERCISE, OTHER THAN IN OFFERINGS DEEMED TO MEET
THE DEFINITION OF "OFFSHORE TRANSACTION" PURSUANT TO RULE 902(h) OF REGULATION
S, UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
3. Stock Fully Paid; Reservation of Shares of Common Stock. All shares of Common
Stock that may be issued upon the exercise of this Warrant shall, upon issuance,
be duly authorized, validly issued, fully paid and non-assessable, and free from
all taxes, liens and charges with respect to the issue thereof. During the
period with which this Warrant may be exercised, the Company will at all times
have duly authorized and reserved, for the purpose of issuance upon exercise of
this Warrant, a sufficient number of shares of Common Stock.
4. Adjustments to Exercise Price and Number of Shares of Common Stock. The
number and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as set forth in
Exhibit B attached hereto upon the occurrence of certain events described
herein. The provisions of Exhibit B are incorporated by reference herein with
the same effect as if set forth in full herein. In addition, any dates that
correspond to a particular Exercise Price may be extended to a later date as the
Company, in its sole discretion, shall determine after giving written notice to
the holder hereof.
5. Notices of Record Date. In the event of any taking by the Company of a record
of its stockholders for the purpose of determining stockholders who are entitled
to receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire any share of any class or any other
securities or property, or to receive any other right, or for the purpose of
determining stockholders who are entitled to vote in connection with each such
event, the Company shall mail to the holder of this Warrant at least ten (10)
days prior to such record being taken, written notice of such action. Each such
notice shall specify the amount and character of any such dividend, distribution
or right(s), and shall set forth, in reasonable detail, the matter requiring any
such vote of the stockholders.
6. Nontransferability. This Warrant may not be assigned, hypothecated, sold or
otherwise transferred under any circumstance.
7. Rights as Stockholders. Except as set forth herein, no holder of this
Warrant, as such, shall be entitled to vote upon any matter submitted to
stockholders at any meeting thereof, or to receive notice of meetings, or be
deemed the holder of Common Stock until this Warrant shall have been exercised
and the shares of Common Stock purchasable upon such exercise shall have become
deliverable, as provided herein.
8. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
9. Notices. Any notice, request or other document required or permitted to be
given or delivered to the holder hereof or the Company shall be delivered or
sent to each such holder at its address as shown on the books of the Company or
to the Company at the address indicated above on this Warrant and shall be
deemed received by the holder upon the earlier of actual receipt or, if sent by
certified mail (postage pre-paid), five (5) days after deposit in the U.S. mail.
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10. Governing Law. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the United
States of America and the State of Delaware.
Date: , 1999 NuPro Innovations Inc.
--------------- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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EXHIBIT A
NOTICE OF EXERCISE
TO: NUPRO INNOVATIONS INC.
1. The undersigned hereby elects to purchase ________________________ shares of
Common Stock of the Company pursuant to the terms of the attached Warrant, at
the price per share of U.S. $ 2.50, and tenders herewith payment of the purchase
price of such shares in full, being U.S. $ _______________________ .
2. The undersigned represents and warrants that the undersigned is not a U.S.
Person (as defined in Regulation S promulgated under the Act) and this Warrant
is not being exercised on behalf of a U.S. Person.
Date: _____________________________________
____________________________________________________
(SIGNATURE)
____________________________________________________
(NAME - PLEASE PRINT)
____________________________________________________
____________________________________________________
(ADDRESS)
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EXHIBIT B
ADJUSTMENT PROVISIONS
1. Capitalized Terms. Capitalized terms used in this Exhibit B that are not
otherwise defined herein shall have the respective meanings assigned to them in
the attached Warrant if therein defined.
2. Reclassification or Merge. In case of any reclassification, change or
conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), or in
any case of any Merger of the Company with or into another corporation or entity
(other than a merger with another corporation in which the Company is a
continuing corporation and which does not result in any reclassification of
outstanding securities issuable upon exercise of this Warrant), or in any case
of any sale of all or substantially all of the assets of the Company, the
Company, or such successor or purchasing corporation or entity, as the case may
be, shall execute a new Warrant providing that the holder of this Warrant shall
have the right to exercise such new Warrant and upon such exercise, in lieu of
each share of Common Stock therefore issuable upon exercise of this Warrant, the
kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change or merger by a holder of one share
of Common Stock. Such new Warrant shall provide for adjustments that shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Exhibit B. The provisions of this Section 2 shall similarly apply to successive
reclassifications, changes, mergers and transfers.
3. Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its Common
Stock, the Exercise Price and the number of Shares issuable upon exercise hereof
shall be proportionately adjusted.
4. Stock Dividends. If the Company at any time while this Warrant is outstanding
and unexpired shall pay a dividend in shares of Common Stock, then the Exercise
Price shall be adjusted, from and after the date of determination of
stockholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Exercise Price in effect immediately prior to such
date of determination by a fraction (a) the numerator of which shall be the
total # of shares of Common Stock outstanding immediately after such dividend or
distribution, and (b) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution, and the number of Shares subject to this Warrant.
5. Other Distributions. In the event the Company shall declare a dividend or
distribution payable in cash, securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets or options or rights
not referred to in Sections 2, 3 or 4 of this Exhibit B, then, in each such
case, provision shall be made by the Company such that the holder of this
Warrant shall receive upon exercise of this Warrant a proportionate share of any
dividend or distribution as though it were the holder of the Shares as of the
record date fixed for the determination of the stockholders of the Company
entitled to receive such dividend or distribution.
6. No Impairment. The Company will not by amendment of its Articles or Bylaws or
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Exhibit B and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the holder of this Warrant against impairment.
7. Notice of Adjustments. Whenever the Exercise Price shall be adjusted pursuant
to the provisions hereof, the Company shall within thirty (30) days of such
adjustment deliver a certificate signed by its chief financial officer to the
holder hereof setting forth, in reasonable detail, the event requiring the
adjustment the amount of the adjustment the method by which such adjustment was
calculated, and the Exercise Price after giving effect to such adjustment.
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