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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.
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THESE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID
AT 5:00 P.M. (PACIFIC STANDARD TIME) ON MAY 31, 2010.
SHARE PURCHASE WARRANTS
TO PURCHASE SHARES IN THE COMMON STOCK OF
PANGLOBAL BRANDS INC.
(incorporated in the State of
Delaware)
Non-U.S. Subscribers
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CERTIFICATE
NO.: WT0509-___
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No. of Warrants:
__________
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May 31,
2009
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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 shares (the " Shares ") in the common stock
of PANGLOBAL BRANDS INC. (hereinafter called the " Company
") on or before 5:00 p.m. (Pacific Standard time) on May 31, 2010
(the " Expiry Date ") at a price per Share (the "
Exercise Price ") of US $0.25 on the Terms and Conditions
attached hereto as Appendix "A" (the " Terms and Conditions
").
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1.
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ONE (1) WARRANT AND THE EXERCISE
PRICE ARE REQUIRED TO PURCHASE ONE (1) SHARE.
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2.
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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.
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3.
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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.
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[Remainder of page intentionally left blank;
signature page to follow.]
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IN WITNESS WHEREOF the Company
has executed this Warrant Certificate this 31st day of May,
2009.
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PANGLOBAL
BRANDS INC.
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Per:
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Authorized Signatory
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PLEASE NOTE THAT ALL SHARE
CERTIFICATES WILL BE LEGENDED AS FOLLOWS DURING THE CURRENCY OF
APPLICABLE HOLD PERIODS:
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.
Appendix
"A"
THESE TERMS AND CONDITIONS are
dated May 31, 2009, and are attached to and made a part of the
Warrant Certificates dated May 31, 2009, issued by Panglobal Brands
Inc.
1.
INTERPRETATION
1.1 Definitions
In these Terms and Conditions,
unless there is something in the subject matter or context
inconsistent therewith:
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(a)
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"Company" means Panglobal Brands
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" will mean such successor
corporation;
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(b)
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"Company’s Auditors" means
an independent firm of accountants duly appointed as auditors of
the Company;
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(c)
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"Director" means a director of
the Company for the time being, and reference, without more, to
action by the directors means action by the directors of the
Company as a board, or whenever duly empowered, action by an
executive committee of the board;
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(d)
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"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;
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(e)
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"person" means an individual,
corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar
meaning;
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(f)
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"shares" means the shares in the
common stock of the Company as constituted at the date hereof and
any shares resulting from any subdivision or consolidation of the
shares;
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(g)
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"Warrant Holders" or "Holders"
means the holders of the Warrants; and
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(h)
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"Warrants" means the warrants of
the Company issued and presently authorized and for the time being
outstanding.
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1.2 Gender
Words importing the singular
number include the plural and vice versa and words importing the
masculine gender include the feminine and neuter
genders.
1.3 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 will not affect
the construction or interpretation thereof.
1.4 Applicable
Law
The Warrants will be construed in
accordance with the laws of the State of California and the federal
laws of the United States applicable therein.
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2. ISSUE OF
WARRANTS
2.1 Additional
Warrants
The Company may at any time and
from time to time issue additional warrants or grant options or
similar rights to purchase shares of its capital stock.
2.2 Warrant to Rank Pari
Passu
All Warrants and additional
warrants, options or similar rights to purchase shares from time to
time issued or granted by the Company, will rank pari passu
whatever may be the actual dates of issue or grant thereof, or of
the dates of the certificates by which they are
evidenced.
2.3 Issue in substitution for
Lost Warrants
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(a)
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If a Warrant certificate becomes
mutilated, lost, destroyed or stolen, the Company, at its
discretion, may issue and deliver a new 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 certificate, or in lieu of, and in substitution for such
lost, destroyed or stolen certificate and the Warrants represented
by such substituted certificate will be entitled to the benefit
hereof and rank equally in accordance with its terms with all other
Warrants issued or to be issued by the Company.
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(b)
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The applicant for the issue of a
new Warrant certificate pursuant hereto will bear the cost of the
issue thereof and in case of loss, destruction or theft furnish to
the Company such evidence of ownership and of loss, destruction, or
theft of the certificate so lost, destroyed or stolen as will be
satisfactory to the Company in its discretion and such applicant
may also be required to furnish indemnity in amount and form
satisfactory to the Company in its discretion, and will pay the
reasonable charges of the Company in connection
therewith.
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2.4 Warrant Holder Not a
Shareholder
The holding of a Warrant will not
constitute the Holder thereof a shareholder of the Company, nor
entitle it to any right or interest in respect thereof except as in
the Warrant expressly provided.
3. NOTICE
3.1 Notice to Warrant
Holders
Any notice required or permitted
to be given to the Holders will be in writing and may be given by
prepaid registered post, electronic facsimile transmission or other
means of electronic communication capable of producing a printed
copy to the address of the Holder appearing on the Holder’s
Warrant certificate or to such other address as any Holder may
specify by notice in writing to the Company, and any such notice
will be deemed to have been given and received by the Holder to
whom it was addressed if mailed, on the third day following the
mailing thereof, if by facsimile or other electronic communication,
on successful transmission, or, if delivered, on delivery; but, if
at the time or mailing or between the time of mailing and the third
business day thereafter there is a strike, l
