EXHIBIT 10.3
FORM OF WARRANT
NONE OF THE SECURITIES TO WHICH THIS WARRANT CERTIFICATE RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE
SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE
CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET.
Warrant No.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 PM (VANCOUVER TIME) ON
.
SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF
NEXAIRA WIRELESS INC.
THIS IS TO CERTIFY THAT
., (the "Holder"), has
the right to purchase, upon and subject to the terms and conditions hereinafter
referred to, up to
fully paid and non‐assessable common shares (the "Shares") in the capital of
Nexaira Wireless Inc.
(the "Company") on or before 5:00 p.m. (Vancouver time)
on
(the "Expiry Time") at a price per Share of
US$
(the "Exercise Price") on the terms and conditions
attached hereto as Appendix A (the "Terms and Conditions").
1.
ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE
ONE SHARE.
THIS CERTIFICATE REPRESENTS
WARRANTS.
2.
These Warrants are issued subject to the Terms and Conditions,
and the Warrant Holder may exercise the right to purchase Shares only in
accordance with those Terms and Conditions.
3.
Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder hereof or any other person to subscribe for or
purchase any Shares at any time subsequent to the Expiry Date, and from and
after such time, this Warrant and all rights hereunder will be void and of no
value.
IN WITNESS WHEREOF the Company has executed this
Warrant Certificate this
day of
, 2010.
NEXAIRA WIRELESS INC.
Per:
Authorized Signatory
APPENDIX A
TERMS AND CONDITIONS dated
, 2010, attached to
the Warrants issued by Nexaira Wireless Inc.
1.
INTERPRETATION
(A)
DEFINITIONS
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(I)
"COMPANY" MEANS NEXAIRA WIRELESS INC. UNTIL A SUCCESSOR
CORPORATION WILL HAVE BECOME SUCH AS A RESULT OF CONSOLIDATION, AMALGAMATION OR
MERGER WITH OR INTO ANY OTHER CORPORATION OR CORPORATIONS, OR AS A RESULT OF THE
CONVEYANCE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTIES AND ESTATES
OF THE COMPANY AS AN ENTIRETY TO ANY OTHER CORPORATION AND THEREAFTER "COMPANY"