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 price.
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 price. 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 ___________________________________ (the “Company”) 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”). 1. VESTING 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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 has vested. 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 Purchaser. 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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 split; and (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. 7. ASSIGNMENT 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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 part hereof. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the day and year first above written. (COMPANY) Per: Name: Title: I have authority to bind the Company. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 SCHEDULE “A” NOTICE TO SURRENDER WARRANT __________________________________________________________________ [Comment: set forth the notice of intent to surrender] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 SCHEDULE “B” ASSIGNMENT OF WARRANT FORM __________________________________________________________________ [Comment: set forth details of assignment] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
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