one subscriber, all must sign.
In the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of the Company.
If the Warrant certificate and the form of subscription are being forwarded by
mail, registered mail must be employed.
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EXHIBIT B
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS 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.
"UNITED STATES" AND "U.S. PERSON" ARE
AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:30 P.M. (NEW YORK TIME) ON November 4, (2015).
SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF
CADUCEUS SOFTWARE SYSTEMS CORP.
incorporated in the State of Nevada
THIS IS TO CERTIFY THAT _____________, (the "Holder") of ___________________ has
the right to purchase, upon and subject to the terms and conditions hereinafter
referred to, up to 900,000 fully paid and non‐assessable common shares (the
"Shares") in the capital of Caduceus Software Systems Corp. (hereinafter called
the "Company") on or before 5:30 p.m. (Eastern Standard Time) on November 4,
2015 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$0.25
on the terms and conditions attached hereto as Appendix "B" (the "Terms and
Conditions").
1.
ONE (1) WHOLE WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
PURCHASE ONE SHARE.
THIS CERTIFICATE REPRESENTS 900,000 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 4th day of November, 2011.
CADUCEUS SOFTWARE SYSTEMS CORP.
Per:
___________________________
Derrick Gidden, President
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PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST