A Warrant to Purchase Common Stock is a document that grants an investor the option
to purchase a certain number of common shares of a company at a certain price. This
document is not perpetual and the option to purchase will expire on the date provided in
the agreement. This document can be used by small businesses or other entities that
want to grant an investor the option to purchase a certain number of shares at a certain
COMMON STOCK WARRANT PURCHASE
THIS COMMON STOCK WARRANT AND ANY COMMON SHARES ACQUIRED UPON
THE EXERCISE OF THIS COMMON STOCK WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR ON OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
COMMON STOCK PURCHASE WARRANT
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”), made this ___
day of _________, 20____ (the “Effective Date”), by and between _________________ (the
“Company”) and ______________ (the “Purchaser”) collectively referred to herein as the
“Party” or “Parties”.
WHEREAS The Company, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, hereby certifies that the Purchaser, or its nominee,
may purchase from the Company ___________ (___) common shares (the “Shares”) in the
capital stock of the Company at the price of ___________ dollars ($________) per share, being
____________ dollars ($_________) in the aggregate, (the “Purchase Price”).
A. This Warrant shall be vested as to the number of Shares purchased by the Purchaser on
the date that such vesting event occurs (the “Vesting Date”).
B. On the Vesting Date or immediately thereafter, the Purchaser shall provide written
notice to the Company of such vesting event and the Vesting Date, together with all
applicable documentation evidencing such vesting event.
C. Upon notice being received by the Company of such vesting event or Vesting Date, the
Company shall have _______ (___) days from such notice to object to all or a portion of
the vesting of this Warrant. Where no objection is made by the Company to such vesting
event or Vesting Date shall immediately be deem to be vested.
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D. In the event the Company object to such vesting event or Vesting Date, the Company
and the Purchaser will use all reasonable efforts to resolve the Company’s objection.
Should the Company and the Purchaser not resolve the Company’s objection the
objection shall be referred and resolved by third party, being an accounting firm to
resolve such objection.
2. EXPIRY OF WARRANT
A. This Warrant shall expire on the _____ (___) anniversary date of the Effective Date of
this Agreement (the “Expiry Date”).
B. This Warrant shall only be exercised with respect to the Shares to which this Warrant
3. EXERCISING THE WARRANT
A. The Purchaser may exercise this Warrant in full or in party ___________ [one (1)] year
after the Effective Date of this Agreement or at such other time and date by the Purchaser
surrendering this Warrant to the Company at the Company’s registered head office
address, together with a notice of such intent to surrender this Warrant in the form
contained on Schedule “A” annexed hereto.
B. Upon the Purchaser surrendering this Warrant to the Company and providing the notice
as set out in Section 2A above, the Purchaser shall provide to the Company payment for
the surrender of this Warrant by way of cash, certified check or bank draft in the amount
of the Purchase Price
C. The Purchaser hereby agrees that it shall do all things necessary and complete all acts
as may be required to exercise this Warrant and to ensure that the Company receive the
documentation referred to Sections 2A and 2B.
D. In the event this Warrant is exercised by the Purchaser in part, the Purchaser shall
surrender this Warrant to the Company in the manner as set out in Section 2A above.
Should the Purchaser choose to exercise this Warrant in part, the Company at its sole
cost, shall issue to the Purchaser a new and replacement Warrant on the same terms and
conditions contained herein, for the remainder of the Shares not yet purchased by the
4. DELIVERY OF STOCK CERTIFICATES
Upon the Purchaser exercising this Warrant, and within _____ (__) days’ thereafter, the
Company shall issue to the Purchaser a stock certificate for the number of fully paid and non-
assessable Shares which the Purchaser has purchased.
5. STOCK DIVIDENDS, STOCK SPLITS, ETC.
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A. In the event that the Company should declare a dividend on the common stock which is
payable in common stock, or declare a stock split of the existing issued and outstanding
common stock, the Purchase Price shall be reduced, simultaneously with the dividend
declared or stock split, to a Purchase Price which shall be determined by the Company by
multiplying the Purchase Price by a fraction as follows:
(i) the numerator of which shall be the number of shares of common stock issued
and outstanding immediately prior to the declaration of a dividend or stock
(ii) the denominator of which shall be the number of shares of common stock issued
and outstanding immediately after the dividend or stock split.
6. RESTRICTIONS ON TRANSFER OF STOCK
A. This Warrant and each certificate issued for common stock issued upon the exercise of
any warrant, and each certificate issued upon the transfer of any common stock, shall
only be transferred upon the satisfaction of the terms and conditions contained herein.
Each of the certificates shall contain the following legend.
“These Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”). The Shares representing by this certificate may not be sold, transferred,
pledged or hypothecated or otherwise transferred in the absence of a registration
statement unless the holder of this certificate and evidence that such transfer of Shares
may be made without registration under the said Act.
The Shares represented by this certificate were purchased pursuant to the terms and
conditions of a Warrant Purchase Agreement dated the ____ day of ________, 2______,
and are subject to certain limitations on their resale. A copy of the Warrant Purchase
Agreement can be obtained or viewed at the registered head office of the Company.”
B. In the event of any transfer of any restricted Shares which are not registered under the
Securities Act, the holder of such Shares shall provide written notice to the Company of
the holder’s intention to transfer such Shares.
A. The holder of any such restricted Shares may assign this Warrant or any portion of it
upon the execution and delivery to the Company of an Assignment in the form contained
on Schedule “B” annexed hereto, together with this Warrant.
B. Upon the Company receiving such Assignment and this Warrant, the Company shall
issue to the transferee a Warrant in respect of the Shares transferred.
8. GENERAL PROVISIONS
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This Warrant and any term or provision hereof may be changed, waived, discharged or
terminated by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced
in accordance with and governed by the laws of the Province/State of _______________. The
section headings in this Warrant are for purposes of convenience only and shall not constitute a
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of the day and year first above written.
I have authority to bind the Company.
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NOTICE TO SURRENDER WARRANT
[Comment: set forth the notice of intent to surrender]
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ASSIGNMENT OF WARRANT FORM
[Comment: set forth details of assignment]
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