Explanation and Guide Form: Explanation: Warrant Agreement with related Warrant This is a form of Warrant Agreement with related Warrant. It can be used for a holder wishing to obtain warrants to acquire preferred stock in a privately held company. The form is proWarrant holder oriented. The Warrant is exercisable into Series A Preferred Stock, but could be amended to be exercisable into another series of Preferred Stock.
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[NAME OF COMPANY]
WARRANT PURCHASE AGREEMENT FOR PURCHASE OF PREFERRED STOCK
[NAME OF COMPANY] WARRANT PURCHASE AGREEMENT THIS AGREEMENT is made as of __________, , by and between [NAME OF COMPANY], a [STATE OF INCORPORATION] corporation (the “Company”), and [NAME OF INVESTOR] (“Purchaser”). In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: AUTHORIZATION AND SALE OF THE SECURITIES. Authorization. The Company has, or before the Closing (as hereinafter deemed) will have, authorized the sale and issuance of a warrant (the “Warrant”) to purchase ____________ shares of its Series A Preferred Stock (the “Shares”) in the form attached hereto as Exhibit A. The Series A Preferred Stock has the rights, restrictions, privileges and preferences set forth in the Amended and Restated Articles of Incorporation of the Company attached hereto as Exhibit B (the “Restated Articles”). The Company has adopted and filed the Restated Articles with the Secretary of State of the State of ____________. Issuance of the Warrant. Subject to the terms and conditions hereof and in reliance upon the representations and agreements contained herein, at the Closing, the Company will issue and sell to Purchaser and Purchaser will purchase from the Company the Warrant, in exchange for the sum of $_____. CLOSING DATE; DELIVERY Closing. The closing for the issuance of the Warrant hereunder (the “Closing”) shall be held at the offices of the Purchaser, on _________, _________, at 10:00 a.m., or at such other time and place as the Company and Purchaser mutually agree (such date is hereinafter referred to as the “Closing Date”). Delivery. At the Closing, subject to the terms and conditions hereof, the Company will deliver the Warrant to Purchaser. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to Purchaser as follows: Organization and Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of [STATE OF INCORPORATION]. The Company has all requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is required and where the failure to be so qualified would have a material adverse effect on the Company’s business. The Company has delivered to Purchaser copies of its
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Restated Articles and Bylaws. Said copies are true, correct and complete and contain all amendments through the date of this Agreement. Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement and any other agreement contemplated hereby, to sell and issue the Warrant, to sell and issue the Shares upon exercise of the Warrant upon the terms of the Warrant, to sell and issue the shares of Common Stock issuable upon conversion of the Shares (the “Conversion Shares”) and to carry out and perform its obligations under the terms of this Agreement and any other agreement contemplated hereby or thereby. (The Shares and the Conversion Shares are collectively referred to hereinafter as the “Underlying Stock.”) Authorization. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, sale and issuance of the Warrant, the Warrant Shares and the Conversion Shares, and the performance of the Company’s obligations hereunder, under the Warrant and under each of the other agreements contemplated hereby and the reservation of the Underlying Stock has been taken. This Agreement and the Warrant and the other agreements contemplated hereby and thereby are valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. The Shares, when issued in compliance with the provisions of the Warrant and this Agreement, and the Conversion Shares, when issued upon conversion of the Shares, will each be validly issued and will be fully paid and nonassessable and will be free and clear of any preemptive rights, security interests, claims, liens, encumbrances and restrictions created by the Company, provided however, that the Underlying Stock may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein. Duly Authorized. The Shares and Conversion Share