norpac_8k-ex1002.htm


    Exhibit 10.2

     

    
      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON
ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF
OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE
UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND
THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  "UNITED STATES" AND
"U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES
ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

       

      NORPAC TECHNOLOGIES, INC.

      A
NEVADA CORPORATION

      


      COMMON
STOCK PURCHASE

      WARRANT CERTIFICATE NUMBER «Warrant_Cert_No»

      


      July
23, 2008

      


      1.           Issuance

      


      
        THIS IS TO CERTIFY THAT, for
value received, «NAME_OF_SUBSCRIBER» of
«Address_of_Subscriber» (the “Holder”), shall have the right to purchase from
NORPAC TECHNOLOGIES,
INC., a Nevada corporation (the “Corporation”), «Number_Units_» («No_of_Warrants») fully paid and
non-assessable shares of the Corporation’s common stock (the “Common Stock”),
subject to further adjustment as set forth in Section 6 hereof, at any time
until 5:00 P.M., Pacific time, on the 22nd day of July, 2010 (the “Expiration Date”),
subject to adjustment as set forth in Section 8, at an exercise price of $0.20 per share (the "Exercise
Price").

      

      


      2.           Exercise of
Warrants

      


      This
Warrant is exercisable in whole or in partial allotments of no less than 1,000
shares at the Exercise Price per share of Common Stock payable hereunder,
payable in cash or by certified or official bank check.  Upon
surrender of this Warrant Certificate 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.

      


      3.           Reservation of
Shares

      


      The
Corporation 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”).

      


      4.           Mutilation or Loss of
Warrant

      


      Upon
receipt by the Corporation 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
Corporation 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        NORPAC
TECHNOLOGIES, INC.

        Common
Stock Purchase Warrant

        
          Certificate
«Warrant_Cert_No»

        

        
          

        



      5.           Rights of the
Holder

      


      The
Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
in the Corporation, either at law or equity, and the rights of the Holder are
limited to those expressed in this Warrant and are not enforceable against the
Corporation except to the extent set forth herein.

      


      6.           Protection Against
Dilution.

      


      The
Exercise Price and the number of shares which can be purchased by the Holder
upon the exercise of this Warrant shall be subject to adjustment in the events
and in the manner following:

      


      
        	
                 
      

              	
                (1)

              	
                If
      and whenever the shares at any time outstanding shall be, subdivided into
      a greater or consolidated into a lesser, number of shares, the Exercise
      Price shall be decreased or increased proportionately as the case may be;
      upon any such subdivision or consolidation, the number of shares which can
      be purchased upon the exercise of this warrant certificate shall be
      increased or decreased proportionately as the case may
  be.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                In
      case of any capital reorganization or of any reclassification of the
      capital of the Corporation or in case of the consolidation, merger or
      amalgamation of the Corporation with or into any other company, this
      Warrant shall after such capital reorganization, reclassification of
      capital, consolidation, merger or amalgamation confer the right to
      purchase the number of shares or other securities of the Corporation or of
      the Corporation resulting from such capital reorganization,
      reclassification, consolidation, merger or amalgamation, as the case may
      be, to which the Holder of the shares deliverable at the time of such
      capital reorganization, reclassification of capital, consolidation, merger
      or amalgamation, upon the exercise of this Warrant would have been
      entitled.  On such capital reorganization, reclassification,
      consolidation, merger or amalgamation appropriate adjustments shall be
      made in the application of the provisions set forth herein with respect to
      the rights and interest thereafter of the Holder of this Warrant so that
      the provisions set forth herein shall thereafter be applicable as nearly
      as may reasonably be in relation to any shares or other securities
      thereafter deliverable on the exercise of this
  Warrant.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      rights of the Holder evidenced hereby are to purchase shares prior to or
      on the date set out on the face of this Warrant.  If there
      shall, prior to the exercise of any of the rights evidenced hereby, be any
      reorganization of the authorized capital of the Corporation by way of
      consolidation, merger, subdivision, amalgamation or otherwise, or the
      payment of any stock dividends, then there shall automatically be an
      adjustment in either or both of the number of shares which may be
      purchased pursuant hereto or the price at which such shares may be
      purchased so that the rights evidenced hereby shall thereafter as
      reasonably as possible be equivalent to those originally granted
      hereby.  The Corporation shall have the sole and exclusive power
      to make such adjustments as it considers necessary and
      desirable.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      adjustments provided for herein in the subscription rights represented by
      this Warrant are cumulative.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        NORPAC
TECHNOLOGIES, INC.

        Common
Stock Purchase Warrant

        
          Certificate
«Warrant_Cert_No»

        

        
          

        



      7.           Transfer to Comply with the
Securities Act and Other Applicable Securities Legislation

      


      This
Warrant and the Warrant Shares have not been registered under the Securities Act
of 1933, as amended, (the “Securities Act”) and have been issued to the Holder
pursuant to Regulation S of the Securities Act on the representations of the
Holder in a subscription agreement executed by the Holder in favor of the
Corporation.  Neither this Warrant nor any of the Warrant Shares or
any other security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Securities Act relating to such security or an opinion of
counsel reasonably satisfactory to the Corporation that registration is not
required under the Securities 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 on the face thereof, in form and substance
satisfactory to counsel for the Corporation, setting forth the restrictions on
transfer contained in this Section.  By acceptance of this
certificate, the Holder acknowledges and agrees that:

      


      
        	
                (1)  

              	
                The
      Holder will only sell the Warrants and the shares issuable upon exercise
      of the Warrants (the “Warrant Shares") only in accordance with the
      provisions of Regulation S of the Securities Act, pursuant to registration
      under the Securities Act, or pursuant to an available exemption from
      registration pursuant to the Securities
Act;

              


      

      


      
        	
                (2)  

              	
                The
      Corporation will refuse to register any transfer of the Warrants and the
      Warrant Shares not made in accordance with the provisions of Regulation S
      of the Securities Act, pursuant to registration under the Securities Act,
      or pursuant to an available exemption from
  registration;

              


      

      


      
        	
                (3)  

              	
                The
      Holder will not engage in hedging transactions except in accordance with
      the Securities Act;

              


      

      


      
        	
                (4)  

              	
                The
      Holder is not entitled to any registration rights with respect to the
      Warrants or the Warrant Shares.

              


      

      


      All
certificates representing the Warrant Shares will be endorsed with the following
legend:

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.  HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”

      


      In
addition, the Holder will comply with all other applicable securities
legislation in addition to the Securities Act to which the Holder is subject in
selling or transferring any Warrants or Warrant Shares and the Corporation may
refuse to register any sale or transfer not in compliance with such other
securities legislation.

      


      8.           Warrant
Acceleration

      


      In the
event that the Corporation completes its proposed acquisition of control of
Cellynx, then, at any time after Cellynx has manufactured 25 or more of its
mobile or home repeater units, the Corporation may, at its option, accelerate
the expiry of the Warrant by giving notice (a “Notice of Acceleration”) to the
Warrantholder.  In the event that the Warrantholder does not exercise
the Warrant within 30 days of the giving of a Notice of Acceleration, the
Warrant will expire and the Warrantholder will have no further rights to acquire
any shares of the Corporation under the Warrant.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        NORPAC
TECHNOLOGIES, INC.

        Common
Stock Purchase Warrant

        
          Certificate
«Warrant_Cert_No»

        

        
          

        



      9.           Payment of
Taxes

      


      The
Corporation shall not be required to pay any tax or other charge imposed in
connection with the exercise of this Warrant or a permissible transfer involved
in the issuance of any certificate for shares issuable under this Warrant in the
name other than that of the Holder, and in any such case, the Corporation shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the Corporation’s
satisfaction that no such tax or other charge is due.

      


      10.           Notices

      


      Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon, (a) by personal delivery or telecopy, or (ii) one
business day after deposit with a nationally recognized overnight delivery
service such as Federal Express, with postage and fees prepaid, addressed to
each of the other parties thereunto entitled at the following addresses, or at
such other addresses as a party may designate by written notice to each of the
other parties hereto.

      


      CORPORATION:                                NORPAC TECHNOLOGIES,
INC.

      Attention:
John P. Thornton,

      Chief
Executive Officer, President & Secretary

      Suite 410
- 103 East Holly Street

      Bellingham,
WA  98225

      


      Tel:
(360) 201-9591

      


      with a
copy
to:                                      O’NEILL LAW GROUP
PLLC

      Attention:  Stephen
F.X. O’Neill

      435
Martin Street, Suite 1010

      Blaine,
Washington  98230

      


      Fax:
(360) 332-2291

      


       HOLDER:                                             At
the address set forth on the first page of this Warrant.

      


      11.           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 the State of Nevada applicable to contracts to be made and
performed entirely within the State of Nevada.

      


      IN WITNESS WHEREOF, the
Corporation has caused this Warrant to be duly executed and delivered by its
duly authorized officer.

      


      NORPAC
TECHNOLOGIES, INC.

      by its
authorized signatory:

      


      


      


      __________________________________________

      John
P. Thornton

      Chief
Executive Officer, President and Secretary

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      NORPAC
TECHNOLOGIES, INC.

      Common
Stock Purchase Warrant

      
        Certificate
«Warrant_Cert_No»

      

      
        

      

      


      


      SUBSCRIPTION
FORM

      


      TO:         NORPAC
TECHNOLOGIES, INC.

      A Nevada
Corporation (the “Corporation”)

      


      Dear
Sirs:

      


      The
undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby
subscribes for shares of the common stock of Norpac Technologies, Inc. (the
“Shares”) referred to in the Common Stock Purchase Warrant
Certificate «Warrant_Cert_No» surrendered
herewith according to the terms and conditions thereof and herewith makes
payment by cash, certified check or bank draft of the purchase price in full for
the Shares in accordance with the Warrant.

      


      Please
issue a certificate for the shares being purchased as follows in the name of the
Subscriber:

      


      
        	
                NAME:

              	 
      
	 
      	
                (Please
      Print)

                 

              
	
                ADDRESS:

              	 
      
	 
      	 
      


      

      


      The
Subscriber represents and warrants to the Corporation that:

      


      
        	
                (a)

              	
                The
      Subscriber has not offered or sold the Shares within the meaning of the
      United States Securities Act of
      1933 (the “Securities Act”);

              


      

      


      
        	
                (b)

              	
                The
      Subscriber is acquiring the Shares for its own account for investment,
      with no present intention of dividing my interest with others or of
      reselling or otherwise disposing of all or any portion of the
      same;

              


      

      


      
        	
                (c)

              	
                The
      Subscriber does not intend any sale of the Shares either currently or
      after the passage of a fixed or determinable period of time or upon the
      occurrence or non-occurrence of any predetermined event or
      circumstance;

              


      

      


      
        	
                (d)
      

              	
                The
      Subscriber has no present or contemplated agreement, undertaking,
      arrangement, obligation, indebtedness or commitment providing for or which
      is likely to compel a disposition of the
Shares;

              


      

       

      
        	
                (e)

              	
                The
      Subscriber is not aware of any circumstances presently in existence which
      are likely in the future to prompt a disposition of the
      Shares;

              


      

      


      
        	
                (f)

              	
                The
      Shares were offered to the Subscriber in direct communication between the
      Subscriber and the Corporation and not through any advertisement of any
      kind;

              


      

      


      
        	
                (g)

              	
                The
      Subscriber has the financial means to bear the economic risk of the
      investment which it hereby agrees to
make;

              


      

      


      
        	
                (h)

              	
                This
      subscription form will also confirm the Subscriber’s agreement as
      follows:

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      NORPAC
TECHNOLOGIES, INC.

      Common
Stock Purchase Warrant

      
        Certificate
«Warrant_Cert_No»

      

      
        

      

       

      
 

      
        	
                (i)  

              	
                The
      Subscriber will only sell the Shares in accordance with the provisions of
      Regulation S of the Securities Act pursuant to registration under the
      Securities Act, or pursuant to an available exemption from registration
      pursuant to the Securities Act;

              


      

      


      
        	
                (ii)  

              	
                The
      Corporation will refuse to register any transfer of the Shares not made in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from
registration;

              


      

      


      
        	
                (iii)  

              	
                The
      Subscriber will not engage in hedging transactions except in accordance
      with the Securities Act;

              


      

      


      
        	
                (iv)  

              	
                The
      Subscriber has no right to require the Corporation to register the Shares
      under the Securities Act;

              


      

      


      
        	
                (v)  

              	
                The
      certificates representing the Shares will be endorsed with the following
      legend:

              


      

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES
MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.”

      


      
        	
                (vi)  

              	
                The
      Subscriber is not a U.S. Person, as defined in Regulation S of the
      Securities Act.

              


      

      


      Please
deliver a share certificate in respect of the common shares referred to in the
warrant certificate surrendered herewith but not presently subscribed for, to
the Subscriber.

      


      DATED
this ______ day of _________________________, ____.

      


      
        	
                 

                Signature
      of Subscriber:

              	 
      
	
                 

                Name
      of Subscriber:

              	 
      
	
                 

                Address
      of Subscriber:

              	 
      
	 
      	 
      


      

      
 

       

       

      6