EX-4.4.3






Exhibit 4.4.3



UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) OCTOBER 15, 2007 AND
(II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.




THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE

4:30 P.M. (CALGARY TIME) ON OCTOBER 15, 2009.




WARRANT CERTIFICATE




CERAMIC PROTECTION CORPORATION

(Incorporated under the laws of the Province of Alberta)




	 	 	 
	WARRANT

CERTIFICATE NO. [Certificate number]

	 	[Number] WARRANTS entitling the
holder to acquire, subject to
adjustment, one Common Share for each
Warrant represented hereby.






THIS IS TO CERTIFY THAT




[Warrant holder]

[Address of Warrant holder]



is entitled to acquire for each Warrant represented hereby, in the manner and subject to the
restrictions and adjustments set forth herein, at any time and from time to time until 4:30 p.m.
(Calgary time) on October 15, 2009, one fully paid and non-assessable common share in the capital
of Ceramic Protection Corporation .



This Warrant may only be exercised at the principal office of the Corporation at 530 Sawgrass
Parkway, Sunrise, Florida, 33325, Attention: Stephen Giordanella. This Warrant is issued subject
to the terms and conditions appended hereto as Schedule “A”.



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



DATED for reference this 15th day of October, 2007.




	 	 	 	 	 	 	 
	 	 	CERAMIC PROTECTION CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	 






(See terms and conditions attached hereto)





1








 






SCHEDULE “A”




TERMS AND CONDITIONS FOR WARRANT



Terms and Conditions attached to the Warrant issued by Ceramic Protection Corporation and dated for
reference October 15, 2007.




ARTICLE 1

INTERPRETATION




1.1 Definitions




     In these Terms and Conditions, unless there is something in the subject matter or context
inconsistent therewith:




	 	(a)	 	“Business Day” means a day other than a Saturday, Sunday or any day on which
banks are not open for business in Calgary, Alberta;
	 
	 	(b)	 	“Common Shares” means the common shares in the capital of the Corporation, as
such shares existed at the close of business on the Business Day immediately preceding
the Issue Date, subject to adjustment as provided herein;
	 
	 	(c)	 	“Corporation” means Ceramic Protection Corporation unless and until a successor
corporation shall have become such in the manner prescribed in Article 6, and
thereafter “Corporation” shall mean such successor corporation;
	 
	 	(d)	 	“Corporation’s Auditors” means an independent firm of accountants duly
appointed as auditors of the Corporation;
	 
	 	(e)	 	“Exercise Price” means the price of $7.50 per share on or before the Expiry
Time, expressed in lawful money of Canada;
	 
	 	(f)	 	“Expiry Time” means 4:30 p.m. (Calgary time) on October 15, 2009;
	 
	 	(g)	 	“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”
and “Section” followed by a number refer to the specified Article or Section of these
Terms and Conditions;
	 
	 	(h)	 	“Issue Date” means the issue date of the Warrant shown on the face page of the
Warrant Certificate;
	 
	 	(i)	 	“person” means an individual, corporation, partnership, trustee or any
unincorporated organization and words importing persons have a similar meaning;
	 
	 	(j)	 	“U.S. Securities Act” means the United States Securities Act of 1933, as
amended;
	 
	 	(k)	 	“Warrant Certificate” means the certificate to which these Terms and Conditions
are attached;
	 
	 	(l)	 	“Warrantholder” means the person named on the face page of the Warrant
Certificate as the holder of the Warrants;
	 
	 	(m)	 	“Warrants” means the [Number] warrants evidenced by the Warrant Certificate,
each such warrant entitling the holder thereof to acquire one Common Share; and










 



 







 2





	 	(n)	 	words importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter genders.





1.2 Interpretation Not Affected by Headings




     The division of these Terms and Conditions into Articles and Sections and the insertion of
headings are for convenience of reference only and shall not affect the construction or
interpretation thereof.



1.3 Applicable Law




     The terms hereof and of the Warrants shall be construed in accordance with the laws of the
Province of Alberta and the laws of Canada applicable therein.



ARTICLE 2

ISSUE OF WARRANT




2.1 Issue of Warrants




     That Warrants are hereby created and authorized to be issued.



2.2 Additional Warrants




     Subject to any other written agreement between the Corporation and the Warrantholder, the
Corporation may at any time and from time to time undertake further equity or debt financing and
may issue additional Common Shares or warrants or grant options or similar rights to purchase
Common Shares to any person.



2.3 Issue in Substitution for Lost Warrants




     If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:




	 	(a)	 	the Corporation shall issue and deliver a new Warrant Certificate of like date
and tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place
of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant
Certificate; and
	 
	 	(b)	 	the Warrantholder shall bear the cost of the issue of a new Warrant
Certificate hereunder and in the case of the loss, destruction or theft of the Warrant
Certificate, shall furnish to the Corporation such evidence of loss, destruction, or
theft as shall be satisfactory to the Corporation in its discretion and the Corporation
may also require the Warrantholder to furnish indemnity in an amount and form
satisfactory to the Corporation in its discretion, and shall pay the reasonable charges
of the Corporation in connection therewith.





2.4 Warrantholder Not a Shareholder




     The Warrant shall not constitute the Warrantholder a shareholder of the Corporation, nor
entitle it to any right or interest in respect thereof except as may be expressly provided in the
Warrants.









 



3


ARTICLE 3

EXERCISE OF THE WARRANTS




3.1 Method of Exercise of the Warrants




     The right to purchase Common Shares conferred by the Warrant Certificate may be exercised,
prior to the Expiry Time, by the Warrantholder surrendering it, with a duly completed and executed
exercise form substantially in the form attached to the Warrant Certificate as Schedule “B” and
cash or a certified cheque payable to or to the order of the Corporation, at par in Calgary,
Alberta, for the Exercise Price applicable at the time of surrender in respect of the Common Shares
subscribed for in lawful money of Canada, to the Corporation.



3.2 Effect of Exercise of the Warrant





	 	(a)	 	Upon surrender and payment as aforesaid, the Common Shares so subscribed for
shall be issued as fully paid and non-assessable shares and the Warrantholder shall
become the holder of record of such Common Shares on the date of such surrender and
payment; and
	 
	 	(b)	 	Within five Business Days after surrender and payment as aforesaid, the
Corporation shall forthwith cause to be issued to the Warrantholder a certificate for
the Common Shares purchased as aforesaid.





3.3 Subscription for Less than Entitlement




     The Warrantholder may subscribe for and purchase a number of Common Shares less than the
number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the
event of any purchase of a number of Common Shares less than the number which can be purchased
pursuant to the Warrant Certificate, the holder shall be entitled to the return of the Warrant
Certificate with a notation on the Grid attached hereto as Schedule “C” showing the balance of the
Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not
then purchased.



3.4 Expiration of the Warrant




     After the Expiry Time, all rights hereunder shall wholly cease and terminate and the Warrants
shall be void and of no effect.



ARTICLE 4

ADJUSTMENTS




4.1 Adjustments




     The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise
Price shall be subject to adjustment as follows:




	 	(a)	 	in the event the Corporation shall:






	 	(i)	 	pay a dividend in Common Shares or make a distribution in
Common Shares;
	 
	 	(ii)	 	subdivide its outstanding Common Shares;
	 
	 	(iii)	 	consolidate its outstanding Common Shares into a smaller
number of Common Shares; or
	 
	 	(iv)	 	issue by reclassification of its Common Shares other securities
in the capital of the Corporation (including any such reclassification in
connection with a consolidation, merger, amalgamation or other combination in
which the Corporation is the surviving corporation);











 



4



	 	 	 	the number of Common Shares (or other securities) purchasable upon exercise of each
Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall
be entitled to receive the kind and number of Common Shares or other securities in
the capital of the Corporation which it would have owned or have been entitled to
receive after the happening of any of the events described above, had such Warrant
been exercised immediately prior to the happening of such event or any record date
with respect thereto. An adjustment made pursuant to this subsection (a) shall
become effective immediately after the effective date of such event retroactive to
the record date, if any, for such event.
	 
	 	(b)	 	In case the Corporation shall issue rights, options or warrants to all or
substantially all holders of its outstanding Common Shares, without any charge to such
holders, entitling them (for a period within 45 days after the record date mentioned
below) to subscribe for or purchase Common Shares at a price which is lower than 90% of
the current market price per Common Share at the record date mentioned below (as
determined in accordance with subsection (d) below), the number of Common Shares
thereafter purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of Common Shares theretofore purchasable upon exercise of each
Warrant by a fraction, of which the numerator shall be the number of Common Shares
outstanding on the date of issuance of such rights, options or warrants plus the number
of additional Common Shares offered for subscription or purchase, and of which the
denominator shall be the number of Common Shares outstanding on the date of issuance of
such rights, options or warrants plus the number of shares which the aggregate offering
price of the total number of Common Shares so offered would purchase at the current
market price per Common Share at such record date. Such adjustment shall be made
whenever such rights, options or warrants are issued, and shall become effective
immediately after the record date for the determination of shareholders entitled to
receive such rights, options or warrants.
	 
	 	(c)	 	In case the Corporation shall distribute to all or substantially all holders of
its Common Shares evidences of its indebtedness or assets (excluding cash dividends or
distributions payable out of consolidated earnings or earned surplus and dividends or
distributions referred to in subsection (a) above or rights, options or warrants, or
convertible or exchangeable securities containing the right to subscribe for or
purchase Common Shares (excluding those referred to in subsection (b) above)), then in
each case the number of Common Shares thereafter purchasable upon the exercise of each
Warrant shall be determined by multiplying the number of Common Shares theretofore
purchasable upon the exercise of each Warrant by a fraction, of which the numerator
shall be the then current market price per Common Share (as determined in accordance
with subsection (d) below) on the date of such distribution, and of which the
denominator shall be the then current market price per Common Share less the then fair
value (as determined by the board of directors of the Corporation, acting reasonably)
of the portion of the assets or evidences of indebtedness so distributed or of such
subscription rights, options or warrants, or of such convertible or exchangeable
securities applicable to one Common Share. Such adjustment shall be made whenever any
such distribution is made, and shall become effective on the date of distribution
retroactive to the record date for the determination of shareholders entitled to
receive such distribution.
	 
	 	 	 	In the event of the distribution by the Corporation to all or substantially all of
the holders of its Common Shares of shares of a subsidiary or securities convertible
or exercisable for such shares, then in lieu of an adjustment to the number of
Common Shares purchasable upon the exercise of each Warrant, the Warrantholder of
each Warrant, upon the exercise thereof, shall receive from the Corporation, such
subsidiary or both, as the Corporation shall reasonably determine, the shares or
other securities to which such Warrantholder would have been entitled if such
Warrantholder had exercised such Warrant immediately prior thereto, all subject to
further adjustment as provided in this Section 4.1 provided, however, that no
adjustment in respect of dividends or interest on such shares or other securities
shall be made during the term of a Warrant or upon the exercise of a Warrant.










 



5


	 	(d)	 	For the purpose of any computation under subsections (b) and (c) of this
Section 4.1, the current market price per Common Share at any date shall be the
weighted average price per Common Share for 25 consecutive trading days, commencing not
more than 45 trading days before such date on the stock exchange on which the Common
Shares are then traded; provided if the Common Shares are then traded on more than one
stock exchange, then on the stock exchange on which the largest volume of Common Shares
were traded during such 25 consecutive trading day period. The weighted average price
per Common Share shall be determined by dividing the aggregate sale price of all Common
Shares sold on such exchange or market, as the case may be, during the said 25
consecutive trading days by the total number of shares so sold. For purposes of this
subsection (d), trading day means, with respect to a stock exchange, a day on which
such exchange is open for the transaction of business. Should the Common Shares not be
listed on any stock exchange, the current market price per Common Share at any date
shall be determined by the board of directors of the Corporation, acting reasonably.
	 
	 	(e)	 	In any case in which this Article 4 shall require that any adjustment in the
Exercise Price be made effective immediately after a record date for a specified event,
the Corporation may elect to defer until the occurrence of the event the issuance, to
the holder of any Warrant exercised after that record date, of the Common Shares and
other shares of the Corporation, if any, issuable upon the exercise of the Warrant over
and above the Common Shares and other shares of the Corporation; provided, however,
that the Corporation shall deliver to such holder an appropriate instrument evidencing
such holder’s right to receive such additional shares upon the occurrence of the event
requiring such adjustment.
	 
	 	(f)	 	No adjustment in the number of Common Shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of at least one
percent in the number of Common Shares purchasable upon the exercise of each Warrant;
provided, however, that any adjustments which by reason of this subsection (f) are not
required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations shall be made to the nearest one-hundredth of a share.
	 
	 	(g)	 	Wherever the number of Common Shares purchasable upon the exercise of each
Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of
each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of Common
Shares purchasable upon the exercise of such Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Common Shares
purchasable immediately thereafter.
	 
	 	(h)	 	No adjustment in the number of Common Shares purchasable upon the exercise of
each Warrant need be made under subsections (b) and (c) if the Corporation issues or
distributes to the Warrantholder the rights, options, warrants, or convertible or
exchangeable securities, or evidences of indebtedness or assets referred to in those
subsections which the Warrantholder would have been entitled to receive had the
Warrants been exercised prior to the happening of such event or the record date with
respect thereto.
	 
	 	(i)	 	In the event that at any time, as a result of an adjustment made pursuant to
subsection (a) above, the Warrantholder shall become entitled to purchase any
securities of the Corporation other than Common Shares, thereafter the number of such
other shares so purchasable upon exercise of each Warrant and the Exercise Price of
such shares shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common Shares
contained in subsections (a) through (h), inclusive, above, and the provisions of
Sections 4.2 through 4.4, inclusive, with respect to the Common Shares, shall apply on
like terms to any such other securities.
	 
	 	(j)	 	Upon the expiration of any rights, options, warrants or conversion or exchange
privileges, if any thereof shall not have been exercised, the Exercise Price and the
number of Common Shares purchasable upon the exercise of each Warrant shall, upon such
expiration, be readjusted and shall










 



6


	 	 	 	thereafter be such as it would have been had it been originally adjusted (or had the
original adjustment not been required, as the case may be) as if:






	 	(i)	 	the only Common Shares so issued were the Common Shares, if
any, actually issued or sold upon the exercise of such rights, options,
warrants or conversion or exchange rights; and
	 
	 	(ii)	 	such Common Shares, if any, were issued or sold for the
consideration actually received by the Corporation upon such exercise plus the
aggregate consideration, if any, actually received by the Corporation for the
issuance, sale or grant of all such rights, options, warrants or conversion or
exchange rights whether or not exercised;






	 	 	 	provided further, that no such readjustment shall have the effect of increasing the
Exercise Price or decreasing the number of Common Shares purchasable upon the
exercise of each Warrant by an amount in excess of the amount of the adjustment
initially made with respect to the issuance, sale or grant of such rights, options,
warrants or conversion or exchange rights.





4.2 Voluntary Adjustment by the Corporation




     The Corporation may, at its option, at any time during the term of the Warrants, reduce the
then current Exercise Price to any amount deemed appropriate by the board of directors of the
Corporation.



4.3 Notice of Adjustment




     Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the
Exercise Price of such Common Shares is adjusted, as herein provided, the Corporation shall
promptly send to the Warrantholder by first class mail, postage prepaid, notice of such adjustment
or adjustments.



4.4 No Adjustment for Dividends




     Except as provided in Section 4.1, no adjustment in respect of any dividends shall be made
during the term of a Warrant or upon the exercise of a Warrant.



4.5 Preservation of Purchase Rights Upon Merger, Consolidation, etc.




     In connection with any consolidation of the Corporation with, or amalgamation or merger of the
Corporation with or into, another corporation (including, without limitation, pursuant to a
“takeover bid”, “tender offer” or other acquisition of all or substantially all of the outstanding
Common Shares) or in case of any sale, transfer or lease to another corporation of all or
substantially all the property of the Corporation, the Corporation or such successor or purchasing
corporation, as the case may be, shall execute with the Warrantholder an agreement that the
Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect
immediately prior to such action, to purchase upon exercise of each Warrant the kind and amount of
shares and other securities and property which it would have owned or have been entitled to receive
after the happening of such consolidation, amalgamation, merger, sale, transfer or lease had such
Warrant been exercised immediately prior to such action, and the Warrantholder shall be bound to
accept such shares and other securities and property in lieu of the Common Shares to which it was
previously entitled; provided, however, that no adjustment in respect of dividends, interest or
other income on or from such shares or other securities and property shall be made during the term
of a Warrant or upon the exercise of a Warrant. Any such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Schedule “A”. The provisions of this Article 4 shall similarly apply to successive consolidations,
mergers, amalgamations, sales, transfers or leases.



4.6 Determination of Adjustments




     If any questions shall at any time arise with respect to the Exercise Price, such question
shall be conclusively determined by the Corporation’s Auditors, or, if they decline to so act, any
other firm of chartered









 



7

accountants, in Calgary, Alberta, that the Corporation may designate and the Warrantholder,
acting reasonably, may approve, and who shall have access to all appropriate records and such
determination shall be binding upon the Corporation and the Warrantholder.




ARTICLE 5

COVENANTS BY THE CORPORATION




5.1 Reservation of Common Shares




     The Corporation will reserve and there will remain unissued out of its authorized capital a
sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant
Certificate.



ARTICLE 6

MERGER AND SUCCESSORS




6.1 Corporation May Consolidate, etc. on Certain Terms




     Nothing herein contained shall prevent any consolidation, amalgamation or merger of the
Corporation with or into any other corporation or corporations, or a conveyance or transfer of all
or substantially all the properties and estates of the Corporation as an entirety to any
corporation lawfully entitled to acquire and operate same, provided, however, that the corporation
formed by such consolidation, amalgamation or merger or which acquires by conveyance or transfer
all or substantially all the properties and estates of the Corporation as an entirety shall,
simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual
performance and observance of all the covenants and conditions hereof to be performed or observed
by the Corporation.



6.2 Successor Corporation Substituted




     In case the Corporation, pursuant to Section 6.1, shall be consolidated, amalgamated or merged
with or into any other corporation or corporations or shall convey or transfer all or substantially
all of its properties and estates as an entirety to any other corporation, the successor
corporation formed by such consolidation or amalgamation, or into which the Corporation shall have
been consolidated, amalgamated or merged or which shall have received a conveyance or transfer as
aforesaid, shall succeed to and be substituted for the Corporation hereunder and such changes in
phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as
may be appropriate in view of such amalgamation, merger or transfer.



ARTICLE 7

AMENDMENTS




7.1 Amendment, etc.




     This Warrant Certificate may only be amended by a written instrument signed by the Corporation
and the Warrantholder.










 








SCHEDULE “B”


EXERCISE FORM





			
	TO:	 	CERAMIC PROTECTION CORPORATION




Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the
Warrant Certificate held by the undersigned and issued by Ceramic Protection Corporation (the
“Corporation”).



The undersigned hereby exercises the right to acquire                      Common Shares in accordance with
and subject to the provisions of such Warrant Certificate and herewith makes payment of the
Exercise Price in full for the said number of Common Shares.



The Common Shares are to be issued as follows:




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 	 	 
	Address in full:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Social Insurance Number:	 	 	 	 
	 

	 	 	 	 	 	 





Note: If further nominees are intended, please attach (and initial) a schedule giving these
particulars.



DATED this                day of                     , 200           .



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	Signature Guaranteed

	 	(Signature of Warrantholder)	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print full name	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print full address	 	 






Instructions:





	1.	 	The registered Warrantholder may exercise its right to receive Common Shares by completing
this form and surrendering this form and the Warrant Certificate representing the Warrants
being exercised to the Corporation.
	 
	2.	 	If the Exercise Form indicates that Common Shares are to be issued to a person or persons
other than the registered holder of the Warrant Certificate, the signature of such holder on
the Exercise Form must be guaranteed by an authorized officer of a chartered bank, trust
company or investment dealer who is a member of a recognized stock exchange.
	 
	3.	 	If the Exercise Form is signed by a trustee, exercise, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a judiciary or representative
capacity, the certificate must be accompanied by evidence, satisfactory to the Corporation, of
authority to sign.












 



 




SCHEDULE “C”


WARRANT EXERCISE GRID




	 	 	 	 	 
	 
	Common Shares Issued

	 	Common Shares Available
	 	Initials of Authorized Officer