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
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").
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.
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.
NORPAC
TECHNOLOGIES, INC.
Common Stock
Purchase Warrant
Certificate
«Warrant_Cert_No»
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:
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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.
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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.
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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.
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The adjustments
provided for herein in the subscription rights represented by this
Warrant are cumulative.
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NORPAC
TECHNOLOGIES, INC.
Common Stock
Purchase Warrant
Certificate
«Warrant_Cert_No»
7.
Transfer to Comply with t
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