Warrant to Purchase Common Stock - National Broadcasting Co. Inc. (NBC) and Quokka Sports Inc.
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND
REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO AN
INVESTORS' RIGHTS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY
BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTORS' RIGHTS
AGREEMENT. THE HOLDER OF THIS WARRANT AGREES TO BE BOUND BY ALL OF THE
PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT, AS AMENDED FROM TIME TO TIME IN
ACCORDANCE WITH ITS TERMS.
Warrant No. NBC-1
No. of Shares of Common Stock: 10,000,000
WARRANT
To Purchase Common Stock of
QUOKKA SPORTS, INC.
This is to certify that NATIONAL BROADCASTING COMPANY, INC., a
Delaware corporation ("NBC"), or registered assigns, is entitled at any time or
from time to time, subject to the terms set forth herein, commencing on June 21,
2001 and continuing through the Expiration Date (as hereinafter defined), to
purchase from QUOKKA SPORTS, INC., a Delaware corporation (the "Company"), TEN
MILLION (10,000,000) shares of Common Stock (as hereinafter defined and subject
to adjustment as provided herein), in whole or in part, including fractional
parts, at the Exercise Price per share (subject to adjustment as set forth
herein), all on the terms and conditions and pursuant to the provisions
hereinafter set forth.
ARTICLE 1.
Defined Terms
SECTION 1.1 Definitions. As used herein, the following terms shall
have the following meanings:
"Affiliate" means, with respect to any Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common
<PAGE> 2
control with, such specified Person, for so long as such Person remains so
associated to the specified Person.
"Board" means the Board of Directors of the Company.
"Business Day" means any day that is not a Saturday, a Sunday or
other day on which banks are required or authorized by law to be closed in The
City of New York.
"Cashless Exercise Ratio" means a fraction, the numerator of which
is the excess of the Market Value per share of Common Stock on the date of
exercise over the Exercise Price per share as of the date of exercise and the
denominator of which is the Market Value per share of the Common Stock on the
date of exercise.
"Change of Control" shall mean (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 as
in effect on the date hereof) of shares representing a majority of the aggregate
ordinary voting power represented by the issued and outstanding Common Stock;
(b) any transaction or series of related transactions (including without
limitation, any reorganization, merger or consolidation) such that the Company's
stockholders immediately prior to such transaction or series of transactions own
less than 51% of the aggregate ordinary voting power of the surviving entity;
(c) the sale, lease, transfer, conveyance or other disposition, in one or a
series of related transactions, of all or substantially all of the Company's
assets; or (d) the occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Company by Persons who were neither (i)
nominated by the board of directors of the Company nor (ii) appointed by
directors so nominated; or (d) the occurrence of a "change of control" under and
as defined in any indenture or agreement in respect of Company indebtedness as
in effect from time to time.
"Common Stock" means the Common Stock, par value $0.0001 per share,
of the Company, together with any other equity securities that may be issued by
the Company in substitution therefor.
"control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, as trustee or executor, by contract or
otherwise.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended and the rules and regulations thereunder.
"Exercise Price" means, at any date herein, the price at which a
share of Common Stock may be purchased pursuant to this Warrant on such date. On
the date of original issuance of this Warrant, the Exercise Price per share of
Common Stock for each tranche of shares issuable hereunder is set forth on
Schedule A attached hereto.
<PAGE> 3
"Expiration Date" means December 31, 2004.
"Group" has the meaning assigned to it in Section 13(d)(3) of the
Exchange Act.
"Holder" means the duly registered holder of this Warrant under the
terms hereof.
"Independent Investment Banking Firm" means an investment banking
firm of nationally recognized standing that is, in the reasonable judgment of
the Person engaging such firm, qualified to perform the task for which it has
been engaged.
"Investors' Rights Agreement" means the Amended and Restated
Investors' Rights Agreement dated March 31, 2000, among the Company and the
holders of the Company's Common Stock and Warrants as set forth therein, as the
same may be amended, supplemented or modified from time to time, including as
amended (i) to include this Warrant in the definition of "Warrants" therein and
(ii) to include Holder in the definition of "Holder" therein.
"Majority Holders" means the Holders of Warrants exercisable for in
excess of 50% of the aggregate number of shares of Common Stock then purchasable
upon exercise of all Warrants, whether or not then exercisable.
"Market Value" means, with respect to capital stock or other equity
securities, the last reported sales price on the date of determination or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices regular way for such day, in each case (i) on the principal
national securities exchange on which the shares of such capital stock or other
equity interest are listed or to which such shares are admitted for trading or
(ii) if such capital stock or other equity interest is not listed or admitted
for trading on a national securities exchange, in the over-the-counter market as
reported by the National Association of Securities Dealers, Inc. National Market
System ("NASDAQ") or any comparable system, or (iii) if such capital stock or
other equity interest is not listed on NASDAQ or a comparable system, as
furnished by two members of the National Association of Securities Dealers, Inc.
("NASD") selected from time to time in good faith by the Board for that purpose.
In the absence of all of the foregoing, or if for any other reason the Market
Value per share cannot be determined pursuant to the foregoing provisions or if
the consideration to be received by the holders of Common Stock consists of
evidences of indebtedness, other property, warrants, options or subscription of
purchase rights, the Market Value shall be the fair market value thereof as
determined by an Independent Investment Banking Firm selected by the Company and
reasonably acceptable to NBC and its permitted transferees holding a majority of
the applicable capital stock or equity securities. The reasonable fees and
expenses of any Independent Investment Banking Firm involved in the
determination of Market Value shall be borne equally by the Company and the
Holder. For the purpose of any computation of Market Value under Section 2.5 and
Article 3, the "Market Value" per share of Common Stock (in cases where the
Market Value is determined based on a trading price in accordance with clauses
(i) through (iii) above) at any date shall be (x) for purposes of Section 2.5,
the last reported sales price on the Business Day immediately prior to the date
of the exercise of this Warrant pursuant to Article 2
<PAGE> 4
and (y) for purposes of Article 3, the average of the last reported sales prices
for the shorter of (i) the 5 consecutive trading days ending seven trading days
prior to the Time of Determination (as defined below) on the exchange or market
specified in the first sentence of this definition and (ii) the period
commencing on the date next succeeding the first public announcement of the
issuance, sale, distribution or granting in question through such last full
trading day prior to the Time of Determination. The term "Time of Determination"
as used herein shall be the time and date of the earlier to occur of (A) the
date as of which the Market Value is to be computed and (B) the last full
trading day on such exchange or market before the commencement of "ex-dividend"
trading in the Common Stock relating to the event giving rise to the adjustment
required by Article 3.
"NBC Competitor" means a Person, division or operation Engaged in,
or which holds fifteen percent (15%) or more of the outstanding equity
securities of, an NBC Competing Business, and all direct and indirect
subsidiaries of such Person, division or operation. A Person is "Engaged" in a
business if that business (a) generates at least twenty-five percent (25%) of
that Person's revenues or (b) accounts for at least twenty-five percent (25%) of
that Person's value. "NBC Competing Business" means a business, division or
operation that distributes broad-based audio and/or video content of two minutes
or more in length for viewing through a monitor or viewing device (whether the
distribution is through broadcast or cable, optical fiber connections,
satellite, wireless broadcast or any other means of transmission now known or
hereafter devised, and whether on one or more channels), across several types of
content, such as comedies, dramas, talk shows, news, sports, movies and
children's programming. The "NBC Competitors" include, without limitation, as of
the date hereof, Disney/ABC, CBS/Viacom (including CBS Sportsline.com and
Sports.com), Time Warner/AOL, News Corporation/Fox and Vivendi.
"Person" means any individual, corporation, limited liability
company, limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivisions thereof or any Group comprised of two or more of the
foregoing.
"Reorganization" means, with respect to any Person, any transaction
(including, without limitation, any recapitalization, capital reorganization or
reclassification of any class or series of equity securities (including
partnership, limited liability company or similar interests of such Person), any
consolidation of such Person with, or merger of such Person into, any other
Person, any merger of another Person into such Person (other than a merger which
does not result in a reclassification, conversion, exchange or cancellation of
outstanding shares of capital stock of such Person), and any sale, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of such Person in one or a series of related transactions, but not including any
stock split, combination or subdivision which is the subject of Section 3.1)
pursuant to which any class or series of equity securities of such Person is
exchanged for, or converted into the right to receive, other securities, cash or
other property of any nature whatsoever.
"SEC" means the U.S. Securities and Exchange Commission.
<PAGE> 5
"Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
"Warrant Issuance Agreement" means the Warrant Issuance Agreement,
dated as of the date of original issuance of this Warrant, between the Company
and NBC.
"Warrant Shares" means the shares of Common Stock of the Company
received, or issued and received, as the case may be, upon exercise of the
Warrants.
"Warrants" means this Warrant and all Warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Common Stock for which they may be
exercised.
ARTICLE 2.
Exercise Terms
SECTION 2.1 Exercise Periods. Subject to the terms and conditions
set forth herein, this Warrant is fully vested and non-forfeitable as of the
date hereof, and the Holder may exercise this Warrant on any Business Day for
all or any part of the number of shares of Common Stock issuable hereunder;
provided, however, that the number of shares of Common Stock for which this
Warrant may be exercised on any date will be equal to (a) the sum of the shares
as to which this Warrant has become exercisable on or prior to such date
pursuant to the exercisability schedule attached hereto as Schedule A minus (b)
the total number of shares of Common Stock for which this Warrant has previously
been exercised prior to such date; and provided further, that upon any
Reorganization of the Company, notwithstanding the exercisability schedule set
forth in Schedule A hereto, this Warrant shall immediately become fully
exercisable.
SECTION 2.2 Expiration. This Warrant shall terminate and become
void as of the earlier of (i) 5:00 p.m., New York City time, on the Expiration
Date and (ii) the time and date this Warrant is exercised in full. The Company
shall give notice not less than 90, and not more than 120, days prior to the
Expiration Date to the Holder hereof to the effect that this Warrant will
terminate and become void as of the close of business on the Expiration Date.
This Warrant shall terminate and become void after the Expiration Date,
notwithstanding the Company's failure to give such notice.
SECTION 2.3 Manner of Exercise. (a) In order to exercise this
Warrant, in whole or in part, Holder shall deliver to the Company at its
principal office at 525 Brannan Street, San Francisco, California 94107, or at
the office or agency designated by the Company pursuant to Article 6, (i) a
written notice of Holder's election to exercise this Warrant, which notice shall
specify the number of Warrant Shares to be purchased and shall be substantially
in the form of the subscription form appearing at the end of this Warrant as
Exhibit A, (ii) payment
<PAGE> 6
of the Exercise Price for the number of Warrant Shares in respect of which such
Warrant is then exercised; provided that no such payment need be delivered if
the Holder elects to exercise the Warrant pursuant to the Cashless Exercise or
the In-Kind Exercise provided in subsection (b) below, and (iii) this Warrant.
Payment of the Exercise Price shall be made in cash or by certified or official
bank check payable to the order of the Company or by wire transfer of funds to
an account designated by the Company for such purpose. The rights represented by
this Warrant shall be exercisable at the election of the Holders thereof either
in full at any time or in part from time to time and, in the event that this
Warrant is surrendered for exercise in respect of less than all the Warrant
Shares purchasable on such exercise at any time prior to the Expiration Date,
the Company shall, at the time of delivery of the certificate or certificates
representing the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of Holder to purchase the unpurchased shares of Common Stock called
for by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant, or at the request of the Holder, appropriate notation may be
made on this Warrant and the same returned to the Holder.
(b) In lieu of payment of the Exercise Price in cash, at the option
of the Holder, as indicated on the subscription form appearing at the end of
this Warrant as Exhibit A, the Holder may (i) demand that the Company reduce the
number of shares of Common Stock to be delivered to such Holder upon exercise of
the Warrants then being exercised so that the Holder receives a number of shares
of Common Stock equal to the product of (1) the number of shares of Common Stock
for which such Warrant would otherwise then be nominally exercised if payment of
the Exercise Price as of the date of exercise were being made in cash and (2)
the Cashless Exercise Ratio (a "Cashless Exercise"), or (ii) deliver shares of
Common Stock having a Market Value, determined on the day on which the Warrant
is exercised, equal to the aggregate Exercise Price to be paid, that are either
held by the Holder or are acquired in connection with such exercise, and without
payment of the Exercise Price in cash (an "In-Kind Exercise")The Holder may use
the Cashless Exercise or In-Kind Exercise option whether this Warrant is being
exercised in full or in part.
SECTION 2.4 Issuance of Warrant Shares. Subject to Section 2.5,
upon the surrender of this Warrant and payment of the per share Exercise Price
(or in accordance with Section 2.3(b)), as set forth in Section 2.3, the Company
shall, as promptly as practicable, and in any event within five (5) Business
Days thereafter, issue or cause there to be issued and deliver or cause to be
delivered to or upon the written order of the Holder and in such name or names
as the Holder may designate in the notice provided pursuant to Section 2.3, a
certificate or certificates for the number of full Warrant Shares so purchased
upon the exercise of such Warrants or other securities or property to which it
is entitled, registered or otherwise to the Person or Persons entitled to
receive the same, together with cash as provided in Section 2.5 in respect of
any fractional Warrant Shares otherwise issuable upon such exercise. Such
certificate or certificates shall be deemed to have been issued and any Person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the delivery of the notice
provided pursuant to Section 2.3, the surrender of this Warrant and, subject to
Section 2.3(b), payment of the per share Exercise Price.
<PAGE> 7
SECTION 2.5 Fractional Warrant Shares. The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants. If any
fraction of a Warrant Share would, except for the provisions of this Section
2.5, be issuable on the exercise of this Warrant (or specified portion thereof),
the Company shall pay an amount in cash equal to the Market Value for one
Warrant Share on the Business Day immediately preceding the date the Warrant is
exercised, multiplied by such fraction, computed to the nearest whole cent. For
purposes of determining the Market Value, if in accordance with such term, an
Independent Investment Banking Firm would be required to be hired to determine
the Market Value and but for this Section 2.5, an Independent Investment Banking
Firm is not otherwise required to be retained to determine Market Value at such
time, then Market Value shall be determined in good faith by the Board.
SECTION 2.6 Reservation of Warrant Shares. (a) The Company shall at
all times on and following the Closing Date keep reserved out of its authorized
shares of Common Stock a number of shares of Common Stock sufficient to provide
for the exercise in full of all outstanding Warrants. The registrar for the
Common Stock shall at all times on and following the Closing Date and until the
Expiration Date, or the time at which all Warrants have been exercised or
canceled, reserve such number of authorized shares as shall be required for such
purpose. All Warrant Shares which may be issued upon exercise of this Warrant
shall be duly and validly authorized, validly issued, fully paid, nonassessable,
free of preemptive rights and free from any security interest, pledge, mortgage,
lien (statutory or other), charge, option to purchase, lease or otherwise
acquire any interest or any claim, restriction, covenant, title defect,
hypothecation, assignment, deposit arrangement or other encumbrance of any kind
or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement) , other than those created
by or through the Holders.
(b) Before taking any action which would cause an adjustment
pursuant to Article 3 to reduce the Exercise Price below the then par value (if
any) of the Common Stock, the Company shall take any and all corporate action
which may, in the opinion of its counsel, be necessary in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock at the Exercise Price as so adjusted.
SECTION 2.7 Compliance with Law. If any shares of Common Stock
required to be reserved for purposes of exercise of Warrants would require,
under any other federal or state law or applicable governing rule or regulation
of any national securities exchange, registration with or approval of any
governmental authority, or listing on any such national securities exchange
before such shares may be issued upon exercise, the Company will cause such
shares to be duly registered or approved by such governmental authority or
listed on the relevant national securities exchange, at its expense.
SECTION 2.8 Continued Validity. A Holder of Warrant Shares shall
continue to be entitled with respect to such shares to all rights and subject to
all obligations to which it would have been entitled or subject as Holder under
Section 4.5 and Article 8 of this Warrant. The
<PAGE> 8
Company will, at the time of each exercise of this Warrant, in whole or in part,
upon the request of the Holder of the Warrant Shares issued upon such exercise
hereof, acknowledge in writing in form reasonably satisfactory to such Holder,
its continuing obligation to afford to such Holder all such rights; provided,
however, that if such Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such
Holder all such rights.
SECTION 2.9 Listing of Warrant Shares. The Company shall cause the
Warrant Shares to be (a) listed on each securities exchange, if any, on which
similar securities issued by the Company are then listed, or (b) authorized to
be quoted and/or listed (to the extent applicable) on the NASDAQ National Market
if the Warrant Shares so qualify.
ARTICLE 3.
Adjustment Provisions
SECTION 3.1 Changes in Common Stock. In the event that at any time
or from time to time after the date hereof, the Company shall (i) pay a dividend
or make a distribution on its Common Stock in shares of its Common Stock or
other shares of capital stock, (ii) subdivide its outstanding shares of Common
Stock into a larger number of shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock or (iv) increase or decrease the number of shares of Common Stock
outstanding by reclassification of its Common Stock (in each case, other than a
transaction to which Section 3.3 or 3.4 is applicable), then the number of
shares of Common Stock purchasable upon exercise of this Warrant immediately
after the happening of such event shall be adjusted so that, after giving effect
to such adjustment, the Holder of this Warrant shall be entitled to receive the
number of shares of Common Stock upon exercise that such Holder would have owned
or have been entitled to receive had this Warrant been exercised immediately
prior to the happening of the events described above (or, in the case of a
dividend or distribution of Common Stock, immediately prior to the record date
therefor), and the Exercise Price shall be adjusted in inverse proportion. An
adjustment made pursuant to this Section 3.1 shall become effective immediately
after the effective date, retroactive to the record date therefor in the case of
a dividend or distribution in shares of Common Stock, and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.
SECTION 3.2 Cash and Non-Cash Dividends; Other Distributions. In
case at any time or from time to time after the date hereof, the Company shall
distribute to all holders of Common Stock (i) any dividend or other distribution
of property other than cash, evidences of its indebtedness, shares of its
capital stock or any other non-cash properties or securities, (ii) any cash paid
or payable other than as a cash dividend, or (iii) any options, warrants or
other rights to subscribe for or purchase any of the foregoing (other than, in
each case set forth in (i), (ii) and (iii), (x) any dividend or distribution
described in Section 3.1 or 3.4 or (y) any rights, options, warrants or
securities described in Section 3.3 or 3.4), then (i) the number of shares of
Common Stock purchasable upon the exercise of this
<PAGE> 9
Warrant shall be increased to a number determined by multiplying the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to the record date for any such dividend or distribution by a fraction,
(A) the numerator of which shall be the Market Value per share of Common Stock
on the record date for such distribution, and (B) the denominator of which shall
be such Market Value per share of Common Stock less the sum of (x) any cash
distributed per share of Common Stock and (y) the fair value (the "Fair Value")
(as determined in good faith by the Board, whose determination shall be
evidenced by a Board resolution, a certified copy of which will be sent to
Holders) of the portion, if any, of the distribution applicable to one share of
Common Stock consisting of evidences of indebtedness, shares of stock,
securities, other property, warrants, options or subscription or purchase rights
and (ii) the Exercise Price shall be adjusted to a number determined by dividing
the Exercise Price immediately prior to such record date by the above fraction.
Such adjustments shall be made whenever any distribution is made and shall
become effective as of the date of distribution, retroactive to the record date
for any such distribution; provided, however, that the Company is not required
to make an adjustment pursuant to this Section 3.2 if at the time of such
distribution the Company makes the same distribution to Holders of Warrants as
it makes to holders of Common Stock pro rata based on the number of shares of
Common Stock for which such Warrants are exercisable. No adjustment shall be
made pursuant to this Section 3.2 which shall have the effect of decreasing the
number of shares of Common Stock purchasable upon exercise of each Warrant or
increasing the Exercise Price.
SECTION 3.3 Rights Issue. In the event that at any time or from
time to time after the date hereof, the Company shall issue, sell, distribute or
otherwise grant any rights to subscribe for or to purchase, or any options or
warrants for the purchase of, or any securities convertible or exchangeable
into, Common Stock to all holders of Common Stock, entitling such holders to
subscribe for or purchase shares of Common Stock or stock or securities
convertible into Common Stock (other than pursuant to a transaction described in
Section 3.4), whether or not immediately exercisable, convertible or
exchangeable, as the case may be, and the subscription or purchase price per
share of Common Stock or the price per share of Common Stock issuable upon
exercise, conversion or exchange thereof is lower at the record date for such
issuance than the then Market Value per share of Common Stock (which securities
or rights are referred to as the "New Rights"), the number of shares of Common
Stock thereafter purchasable upon the exercise of this Warrant shall be
determined by multiplying the number of shares of Common Stock purchasable upon
the exercise of this Warrant prior to the record date by a fraction, (A) the
numerator of which shall be the sum of (i) the number of shares of Common Stock
outstanding on the date of issuance of the New Rights, plus (ii) the number of
shares of Common Stock issuable or convertible into shares of Common Stock
pursuant to options, warrants or other rights or securities outstanding on the
date of issuance of the New Rights plus (iii) the number of additional shares of
Common Stock offered for subscription or purchase or into or for which such
securities are convertible or exchangeable pursuant to such New Rights, and (B)
the denominator of which shall be the sum of (i) the number of shares of Common
Stock outstanding on the date of issuance of the New Rights, plus (ii) the
number of shares of Common Stock issuable or convertible into shares of Common
Stock pursuant to options, warrants or other rights or securities outstanding on
the date of issuance of the New Rights plus (iii) the total number of shares of
Common Stock which could be purchased at the Market Value with the aggregate
consideration received through the issuance of the New Rights. In the event of
any
<PAGE> 10
such adjustment, the Exercise Price shall be adjusted to a number determined by
dividing the Exercise Price immediately prior to such date of issuance by the
above fraction. Such adjustment shall be made whenever the New Rights are issued
and shall become effective retroactively immediately after the record date for
the determination of stockholders entitled to receive the New Rights.
Notwithstanding anything else herein, the convertible debt financing transaction
currently contemplated by the Company, which financing transaction will not
exceed eighty million dollars, will not be deemed to be New Rights and will not
trigger any adjustment to this Warrant as described herein.
If the Company at any time shall issue two or more securities as a
unit and one or more of such securities shall be rights, options or warrants for
or securities convertible or exchangeable into, Common Stock subject to this
Section 3.3, the consideration allocated to each such security shall be
determined in good faith by a Board resolution, a certified copy of which shall
be delivered to the Holder.
SECTION 3.4 Reorganizations. In case the Company shall effect or
enter into any agreement or understanding to effect a Reorganization and,
pursuant to the terms of such Reorganization, shares of common stock of the
successor or acquiring Person, or any cash, shares of stock or other securities
or property of any nature whatsoever (including warrants or other subscription
or purchase rights) in addition to or in lieu of common stock of the successor
or acquiring Person ("Other Property"), are to be received by or distributed to
the holders of Common Stock of the Company in accordance with such
Reorganization, then each Holder shall have the right thereafter to receive,
upon exercise of such Warrant, the number of shares of common stock of the
successor or acquiring Person or of the Company, if it is the surviving entity,
and Other Property receivable upon or as a result of such Reorganization
transaction by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event; provided, however, that
if such Reorganization constitutes a Change of Control of the Company and the
successor or acquiring Person is an NBC Competitor, the Exercise Price of each
portion of this Warrant that is unexercisable as of the closing date of the
transactions constituting such Change of Control shall be adjusted to represent
the weighted average of the Exercise Prices (as the same may previously have
been adjusted pursuant to this Article 3) of all portions of this Warrant that
are unexercisable as of such date. The successor or acquiring Person in such
Reorganization (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of
this Warrant to be performed and observed by the Company and all the obligations
and liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined by resolution of the Board) in order to provide for
adjustments of shares of the Common Stock for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Article 3. For purposes of this Section 3.4 "common stock of the
successor or acquiring Person" shall include stock of such Person of any class
which is not preferred as to dividends or assets over any other class of stock
of such Person and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
<PAGE> 11
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 3.4 shall similarly apply to successive
Reorganizations.
SECTION 3.5 Other Events. If any event occurs as to which the
foregoing provisions of this Article 3 are not strictly applicable or, if
strictly applicable, would not, in the good faith judgment of the Board, fairly
and adequately protect the purchase rights of the Warrants in accordance with
the essential intent and principles of such provisions, then the Board shall
make such adjustments in the application of such provisions, in accordance with
such essential intent and principles, as shall be reasonably necessary, in the
good faith opinion of the Board, to protect such purchase rights as aforesaid.
SECTION 3.6 Superseding Adjustment. Upon the expiration,
termination or cancellation of any rights, options, warrants or conversion or
exchange privileges which resulted in the adjustments pursuant to this Article
3, if any thereof shall not have been exercised, the number of Warrant Shares
purchasable upon the exercise of each Warrant shall be readjusted as if (A) the
only shares of Common Stock issuable upon exercise of such rights, options,
warrants, conversion or exchange privileges were the shares of Common Stock, if
any, actually issued upon the exercise of such rights, options, warrants or
conversion or exchange privileges and (B) shares of Common Stock actually
issued, if any, were issuable for the consideration actually received by the
Company upon such exercise plus the aggregate consideration, if any, actually
received by the Company for the issuance, sale or grant of all such rights,
options, warrants or conversion or exchange privileges whether or not exercised
and the Exercise Price shall be readjusted inversely; provided, however, that no
such readjustment shall (except by reason of an intervening adjustment under
Section 3.1 or, if applicable, Section 3.5) have the effect of decreasing the
number of Warrant Shares purchasable upon the exercise of each Warrant or
increasing the Exercise Price by an amount in excess of the amount of the
adjustments to the number of Warrant Shares purchasable and the Exercise Price
initially made in respect of the issuance, sale or grant of such rights,
options, warrants or conversion or exchange privileges.
SECTION 3.7 Minimum Adjustment. The adjustments required by the
preceding Sections of this Article 3 shall be made whenever and as often as any
specified event requiring an adjustment shall occur, except that no adjustment
of the Exercise Price or the number of shares of Common Stock purchasable upon
exercise of the Warrants that would otherwise be required shall be made (except
in the case of a subdivision or combination of shares of Common Stock, as
provided for in Section 3.1) unless and until such adjustment either by itself
or with other adjustments not previously made increases or decreases by at least
1% the Exercise Price or the number of shares of Common Stock purchasable upon
exercise of the Warrants immediately prior to the making of such adjustment. Any
adjustment representing a change of less than such minimum amount shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Article 3 and not previously made, would result in
a minimum adjustment. For the purpose of any adjustment, any specified event
shall be deemed to have occurred at the close of business on the date of its
occurrence. In computing adjustments under this Article 3, fractional interests
in Common Stock shall be taken into account to the nearest one-hundredth of a
share.
<PAGE> 12
SECTION 3.8 Other Provisions Regarding Adjustments. In the event
that at any time, as a result of an adjustment made pursuant to Section 3.1
hereof, the holder of this Warrant shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, thereafter
the number of such other shares of capital stock so receivable upon exercise of
this Warrant 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 Stock contained in Article 3 and the provisions contained elsewhere
herein with respect to Common Stock shall apply on like terms to any such other
shares.
SECTION 3.9 Challenge to Good Faith Determination. Whenever the
Board shall be required to make a determination in good faith of the Fair Value
of any item under this Article 3, the Majority Holders may challenge such
determination in good faith by notifying the Board in writing of the Majority
Holders' determination of the Fair Value of such item. Any such dispute shall be
resolved by an Independent Investment Banking Firm selected by the Majority
Holders and reasonably acceptable to the Company. The expenses of any challenge
made by the Majority Holders hereunder to be paid by the Company shall be the
amount obtained by multiplying (a) the aggregate amount of such expenses and (b)
the percentage up to 100% obtained by dividing (i) the difference between the
Fair Value determined by the Independent Investment Banking Firm and the Fair
Value claimed by the Company by (ii) the difference between the Fair Value
claimed by the Majority Holders and the Fair Value claimed by the Company. Any
remaining amounts will be paid by the Majority Holders.
SECTION 3.10 Notice of Adjustment. Whenever the Exercise Price or
the number of shares of Common Stock and other property, if any, purchasable
upon exercise of Warrants is adjusted, as herein provided, the Company shall
deliver to the Holders a certificate of a firm of independent accountants (who
may be the regular accountants employed by the Company) or the Chief Financial
Officer of the Company setting forth, in reasonable detail, the event requiring
the adjustment and the method by which such adjustment was calculated (including
a description of the basis on which the Board determined the fair market value
of any evidences of indebtedness, other securities or property or warrants or
other subscription or purchase rights), and specifying the Exercise Price and
the number of shares of Common Stock purchasable upon exercise of Warrants after
giving effect to such adjustment.
SECTION 3.11 Notice of Certain Transactions. In the event that the
Company shall resolve or agree (a) to pay any dividend payable in securities of
any class to the holders of its Common Stock or to make any other distribution
to the holders of its Common Stock, (b) to offer the holders of its Common Stock
rights to subscribe for or to purchase any securities convertible into shares of
Common Stock or shares of Common Stock or shares of stock of any class or any
other securities, rights or options, (c) to effect any reclassification of its
Common Stock, capital reorganization, merger, consolidation or disposition of
assets or (d) to effect any of the transactions described in Sections 3.1, 3.2,
3.3 and 3.4 above, the Company shall within 10 business days send to the
Holders, a notice of such proposed action or offer, such notice to be mailed to
the Holders, which shall specify the record date for the purposes of such
dividend, distribution or rights, or the date such issuance or event is to take
place and the date of participation therein by the holders of Common Stock, if
any such date is to be fixed, and shall
<PAGE> 13
briefly indicate the effect of such action on the Common Stock and on the number
and kind of any other shares of stock and on other property, if any, and the
number of shares of Common Stock and other property, if any, purchasable upon
exercise of each Warrant and the Exercise Price after giving effect to any
adjustment which will be required as a result of such action. Such notice shall
be given by the Company as promptly as possible.
ARTICLE 4.
Transfer, Division and Combination
SECTION 4.1 Transfer. Subject to compliance with Section 4.5,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company referred to in
Section 2.3 or the office or agency designated by the Company pursuant to
Article 6, together with a written assignment of this Warrant substantially in
the form of Exhibit B hereto duly executed by Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company shall,
subject to Section 4.5, execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees and in the denomination specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be canceled. A Warrant, if properly assigned in compliance with Section
4.5, may be exercised by a new Holder for the purchase of shares of Common Stock
without having a new Warrant issued. If requested by the Company, a new Holder
shall acknowledge in writing, in form reasonably satisfactory to the Company,
such Holder's continuing obligations under Section 4.5 and Article 8.
SECTION 4.2 Division and Combination. Subject to Section 4.5, this
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
4.1 and with Section 4.5, as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.
SECTION 4.3 Expenses. The Company shall prepare, issue and deliver
at its own expense (other than transfer taxes) the new Warrant or Warrants under
this Article 4.
SECTION 4.4 Maintenance of Books. The Company agrees to maintain,
at its aforesaid office or agency, books for the registration or transfer of the
Warrants.
SECTION 4.5 Restriction on Transfer. (a) This Warrant and the
Warrant Shares issuable upon exercise hereof are subject in all respects to the
terms and conditions of the
<PAGE> 14
Investors' Rights Agreement. No transfer, sale, assignment, hypothecation or
other disposition of this Warrant or the Warrant Shares issuable upon exercise
hereof may be made except in accordance with the provisions of the Investors'
Rights Agreement (it being understood that any transfer of Common Stock
permitted under the provisions of the Investors' Rights Agreement shall be a
permitted transfer with respect to this Warrant and the Warrant Shares). The
Holder, by acceptance of this Warrant, agrees to be bound by the applicable
provisions of the Investors' Rights Agreement and all applicable benefits of the
Investors' Rights Agreement shall inure to such Holder. Notwithstanding anything
else herein, this Warrant is not transferable by Holder, except to an Affiliate
of Holder.
(b) (i) Except as otherwise provided in this Section 4.5, each
certificate for Warrant Shares initially issued upon the exercise of this
Warrant, and each certificate for Warrant Shares issued to any transferee of any
such certificate, shall be stamped or otherwise imprinted with a legend in
substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT
OR LAWS OR THE RULES AND REGULATIONS THEREUNDER.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
INVESTORS' RIGHTS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT. THE HOLDER OF THESE
SECURITIES AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
INVESTORS' RIGHTS AGREEMENT.
(ii) Except as otherwise provided in this Section 4.5, each Warrant
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER
OR THE PROVISIONS OF THIS WARRANT.
<PAGE> 15
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE
SUBJECT TO AN INVESTORS' RIGHTS AGREEMENT (A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS
WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTORS' RIGHTS
AGREEMENT. THE HOLDER OF THIS WARRANT AGREES TO BE BOUND BY ALL OF
THE PROVISIONS OF SUCH INVESTORS' RIGHTS AGREEMENT.
(c) Notwithstanding the provisions of Section 4.5(b), (i) the
Company shall deliver Warrants or certificates for Warrant Shares without the
first paragraph of the legend set forth in any such clause if the securities
referred to in such clause shall have been registered under the Securities Act
or if such legend is otherwise not required under the Securities Act, and if
such legend has been set forth on any previously delivered certificates, such
legend shall be removed from any certificates at the request of the Holder if
the securities referred to in such clause have been registered under the
Securities Act, or if such legend is not otherwise required under the Securities
Act, and (ii) the Company shall deliver Warrants or certificates for Warrant
Shares without the second paragraph of the legend set forth in such clause if
such legend is no longer required pursuant to the terms of the Investors' Rights
Agreement.
SECTION 4.6 No Voting or Dividend Rights. Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof the right to
vote or to consent or to receive notice as a stockholder of the Company or any
other matters or any rights whatsoever as a stockholder of the Company. No
dividends or interest shall be payable or accrued in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder until, and
only to the extent that, this Warrant shall have been exercised. No provision
hereof, in the absence of affirmative action by the Holder to purchase any
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Holder shall give rise to any liability of Holder for the Exercise Price or
as a stockholder of the Company, whether such liability is asserted by the
Company or its creditors.
ARTICLE 5.
Loss or Mutilation
Upon receipt by the Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of the NBC or its permitted transferees
shall be sufficient indemnity) and in case of mutilation upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a new
<PAGE> 16
Warrant of like tenor to such Holder (without expense to the Holder); provided,
in the case of mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Company for cancellation.
ARTICLE 6.
Office of the Company
As long as any of the Warrants remain outstanding, the Company
shall maintain an office or agency (which may be the principal executive offices
of the Company) where the Warrants may be presented for exercise, registration
of transfer, division or combination as provided in this Warrant.
ARTICLE 7.
Limitation of Liability
No provision hereof, in the absence of affirmative action by the
Holder hereof to purchase shares of Common Stock, and no enumeration herein of
the rights or privileges of the Holder hereof, shall give rise to any liability
of such Holder for the purchase price of any Common Stock or as a stockholder of
the Company, whether such liability is asserted by the Company or by creditors
of the Company.
ARTICLE 8.
Miscellaneous
SECTION 8.1 Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of the Holder
hereof shall operate as a waiver of such right or otherwise prejudice such
Holder's rights, powers or remedies. If the Company fails to make, when due, any
payments provided for hereunder, or fails to comply with any other provision of
this Warrant, the Company shall pay to the Holder hereof such amounts as shall
be sufficient to cover any reasonable costs and expenses including, but not
limited to, reasonable attorneys' fees, including those of appellate
proceedings, incurred by such Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.
SECTION 8.2 Financial Information. The Company will file on or
before the required date (including any permitted extensions) all required
regular or periodic reports (pursuant to the Exchange Act) with the Commission
and the Company will deliver to each Holder of a Warrant or Warrant Shares
promptly upon their becoming available one copy of each report, notice or proxy
statement sent by the Company to its stockholders generally.
<PAGE> 17
SECTION 8.3 Unexercised Warrants. Except as otherwise specifically
required herein, holders of unexercised Warrants are not entitled (i) to receive
dividends or other distributions, (ii) to receive notice of or vote at any
meeting of the stockholders, (iii) to consent to any action of the stockholders,
(iv) to receive notice of any other proceedings of the Company or (v) to
exercise any other rights as stockholders of the Company.
SECTION 8.4 Amendment. This Warrant and all other Warrants may be
amended with the written consent of the Company and the Majority Holders;
provided, however, that no such Warrant may be amended to reduce the number of
shares of Common Stock for which such Warrant is exercisable or to increase the
Exercise Price (before giving effect to any adjustment as provided therein)
without the prior written consent of the Holder thereof. In determining whether
the Holders of the required number of Warrants have concurred in any direction,
waiver or consent, Warrants owned by the Company or any Subsidiary of the
Company shall be disregarded and deemed not to be outstanding. Also, subject to
the foregoing, only Warrants outstanding at the time shall be considered in any
such determination.
SECTION 8.5 Notices. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified, (ii) when sent by confirmed facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day, (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, (iv) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt, or (v) if earlier, upon
receipt. All communications shall be sent to the party to be notified at the
address as set forth on Schedule B hereto or at such other address as such party
may designate by ten (10) days advance written notice to the other parties
hereto.
The Company and any Holder by notice to the other may designate
additional or different addresses for subsequent notices or communications.
SECTION 8.6 Remedies. The Company and the Holder hereof each
stipulates that the remedies at law of each party hereto in the event of any
default or threatened default by the other party in the performance or
compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
SECTION 8.7 Governing Law. The laws of the State of New York shall
govern this Warrant.
SECTION 8.8 Successors. Subject to Section 4.5 hereof, this Warrant
and the rights evidenced hereby shall inure to the benefit of and be binding
upon the successors and assigns of the Company and the Holder hereof, and shall
be enforceable by any such successors and assigns.
<PAGE> 18
SECTION 8.9 Counterparts. This Warrant Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
SECTION 8.10 Table of Contents. The table of contents and headings
of the Articles and Sections of this Warrant Agreement have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.
SECTION 8.11 Severability. The provisions of this Warrant are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Warrant in any jurisdiction.
<PAGE> 19
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and attested by its Secretary or an Assistant Secretary.
Dated: August 22, 2000 QUOKKA SPORTS, INC.
By: /s/ Al Ramadan
--------------------------------
Al Ramadan, President and CEO
Attest:
By: /s/ Les Schmidt
--------------------------------
Les Schmidt, Secretary
<PAGE> 20
SCHEDULE A
EXERCISE SCHEDULE; EXERCISE PRICES
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
NUMBER OF SHARES
TRANCHE EXERCISABLE DATE EXERCISABLE EXERCISE PRICE PER SHARE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tranche 1 3,333,333 At any time on or $8.89
after June 21, 2001
------------------------------------------------------------------------------------------------
Tranche 2 3,333,333 At any time on or $13.34
after June 21, 2002
------------------------------------------------------------------------------------------------
Tranche 3 3,333,334 At any time on or $20.00
after June 21, 2003
------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 21
SCHEDULE B
ADDRESSES FOR NOTICE
If to the Company:
Quokka Sports, Inc.
525 Brannan Street
San Francisco, CA 94107
Attention: General Counsel
Tel: 415.908.3800
Fax: 415.908.4069
With a copy to:
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
Attention: Kenneth L. Guernsey, Esq.
Tel: 415.693.2000
Fax: 415.951.3699
If to NBC:
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Attention: Vice President, Negotiations
Tel: 212.664.7168
Fax: 212.664.5835
With a copy to:
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Attention: Vice President, Corporate and Transactions Law
Tel: 212.664.3307
Fax: 212.977.7165
<PAGE> 22
EXHIBIT A
SUBSCRIPTION FORM
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant ("Warrant")
irrevocably exercises this Warrant for the purchase of [up to] ______________
Shares of Common Stock of QUOKKA SPORTS, INC. and [herewith makes payment
therefor] [requests that the Company withhold the number of Shares from the
Common Stock receivable by the undersigned in accordance with the Cashless
Exercise option specified in Section 2.2 of this Warrant]1/, all at the price
and on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to _________________________ whose address is
____________________________ and, if such shares of Common Stock shall not
include all of the shares of Common Stock issuable as provided in this Warrant,
that a new Warrant of like tenor and date for the balance of the shares of
Common Stock issuable hereunder be delivered to the undersigned.
-----------------------------------
(Name of Registered Owner)
-----------------------------------
(Signature of Registered Owner)
-----------------------------------
(Street Address)
-----------------------------------
(City) (State) (Zip Code)
NOTICE: The signature on this subscription must correspond with the name
as written upon the face of the within Warrant in every
particular, without alteration or enlargement or any change
whatsoever.
--------------
1. To be inserted if Cashless Exercise is requested.
<PAGE> 23
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
("Warrant") hereby sells, assigns and transfers unto the Assignee named below
all of the rights of the undersigned under this Warrant, with respect to the
number of shares of Common Stock set forth below:
<TABLE>
<CAPTION>
No. of Shares of
Name and Address of Assignee of Common Stock
---------------------------- ---------------
<S> <C>
</TABLE>
and does hereby irrevocably constitute and appoint attorney-in-fact to register
such transfer on the books of QUOKKA SPORTS, INC. maintained for the purpose,
with full power of substitution in the premises.
Dated:
-----------------------------
Name:
------------------------------
(Print)
Signature:
-------------------------
Witness:
---------------------------
NOTICE: The signature on this subscription must correspond with the name
as written upon the face of the within Warrant in every
particular, without alteration or enlargement or any change
whatsoever.