Back to top

Common Stock Purchase Warrant

Warrant Agreement

Common Stock Purchase Warrant | Document Parties: OURPETS CO | OurPets Company You are currently viewing:
This Warrant Agreement involves

OURPETS CO | OurPets Company

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: Common Stock Purchase Warrant
Governing Law: Ohio     Date: 9/23/2009
Industry: Retail (Specialty)     Sector: Services

Common Stock Purchase Warrant, Parties: ourpets co , ourpets company
50 of the Top 250 law firms use our Products every day

Exhibit 10.48

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

 

 

Warrant to Purchase

Date:              , 2009

 

350,000

 

Shares of Common Stock,

 

as herein described

No. 313

OurPet’s

Company

 

 

Common Stock Purchase Warrant

 

 

Article 1. General Provisions.

Section 1.01 This certifies that, for good and valuable consideration, OurPet’s Company, a corporation organized under the laws of Colorado (the “ Company ”), grants to Steven and Evangelia Tsengas (the “ Warrantholder ”), the right to purchase from the Company 350,000 validly issued, fully paid and nonassessable shares (the “ Warrant Shares ”) of the Company’s Common Stock, without par value, on or after September 17, 2009 (the “ Effective Date ”) and on or before September 17, 2012 (the “ Expiration Date ”), at the exercise price of $0.4525 (U.S. dollars) per share (the “ Exercise Price ”), all subject to the terms, conditions and adjustments herein set forth.


Article 2. Duration, Vesting and Exercise of Warrants.

Section 2.01 Duration; Vesting of Warrants . The vested portion of this Warrant may be exercised, in whole or in part, at any time on or after the Effective Date and prior to the close of business on the Expiration Date. Subject to adjustment from time to time as provided in Section 4 below, this Warrant shall vest and become exercisable over a period of thirty-six (36) months, in which 1/36 th of the Warrant Shares granted to the Warrantholder shall vest each calendar month. At the end of the thirty-sixth (36 th ) month all of the Warrant Shares granted herein shall be fully vested and exercisable. In the event that, prior to the Warrant Shares becoming fully vested and exercisable, the Company’s lender terminates the guaranty provided by Warrantholder which secures the Company’s line of credit with such lender, then the vesting schedule set forth above shall terminate and no further Warrant Shares shall vest and become exercisable.

Section 2.02 Exercise of Warrant .

(a) This warrant may be exercised, in whole or in part, by surrendering it, together with a Notice of Exercise, duly executed, accompanied by a certified or official bank check (or such other form of payment as the Company may accept) in payment of the Exercise Price. Warrants may be surrendered at the Company’s corporate offices indicated in Section 7.10 hereof, or as such corporate office may be relocated from time to time.

(b) Notwithstanding the foregoing, the Warrantholder may, without the payment of cash or other consideration (other than the surrender of the right to purchase certain Warrant Shares implicit in the following formula), exercise this Warrant for “Net Warrant Shares”. The Warrantholder shall provide written notice to the Company specifying the gross number of Warrant Shares as to which this Warrant is then exercised. The number of Net Warrant Shares deliverable upon such exercise will be determined by the following formula: Net Warrant Shares = [WS x (CP - EP)]/CP, where “WS” is the gross number of Warrant Shares as to which this Warrant is to be exercised; “CP” is the average price of the Common Stock (as currently traded on the NASDAQ over-the-counter bulletin board or “ OTCBB ”) on the ten (10) trading days preceding the date of the request to exercise this Warrant; and “EP” shall mean the then applicable Exercise Price.

(c) This Warrant shall be exercisable during the period provided in Section 2.01 at any time or in whole or from time to time in part. As soon as practicable after the Warrant has been so exercised, the Company shall issue and deliver or cause to be delivered to, or upon the order of, the holder of the Warrant, in such name or names as may be directed by such holder, a certificate or certificates for the number of full Warrant Shares to which such holder is entitled and, if this Warrant shall not have been exercised in full, a new Warrant for the number of shares of Common Stock as to which this Warrant shall not have been exercised, subject to the surrender of the right to purchase certain Warrant Shares implicit in the exercise of this Warrant under Section 2.02(b) . This warrant, when so surrendered, shall be cancelled by or on behalf of the Company.


Section 2.03 Common Stock Issued Upon Exercise of Warrant .

(a) All Warrant Shares shall be duly authorized, validly issued, fully paid and nonassessable. The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issue of the Warrant Shares in a name other than that of that holder of this Warrant upon exercise. In such case, the Company shall not be required to issue any certificate for Warrant Shares until the person or persons requesting the same shall have paid to the Company the amount of any such tax or shall have established to the Company’s satisfaction that the tax has been paid or that no tax is due.

(b) Irrespective of the date of issue of certificates for any Warrant Shares acquired upon exercise of this Warrant, each person in whose name any certificate is issued shall be deemed to have become the holder of record of the Warrant Shares represented thereby on the date on which this Warrant was exercised and payment of the Exercise Price was tendered as provided in Section 2.02 with respect to such Warrant Shares.

Article 3. Restrictions on Transfer; Restrictive Legends .

Section 3.01 Restrictions on Transfer . This Warrant may not be offered, sold, transferred, pledged or otherwise disposed of in whole or in part, to any person; provided that the Warrantholder may offer, sell or transfer this Warrant to any Affiliate (defined herein) of the Warrantholder, subject to compliance with any applicable securities laws. “ Affiliate ” means any person who is an “affiliate” as defined in Rule 12b-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934.

Section 3.02 Restrictive Legends . Except as otherwise permitted by this Article 3 , each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Section 3.03 Removal of Legend . Notwithstanding the foregoing, the Warrantholder may require the Company to issue a Warrant or a stock certificate for Warrant Shares, in each case without a legend, if either (a) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act, (b) the Warrantholder has delivered to the Company an opinion of legal counsel (from a firm reasonably satisfactory to the Company)


which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be, or (c) such Warrant or Warrant Shares are sold in compliance with Rule 144 or Rule 144(k) (or any successor provision then in effect) under the Securities Act, the Company receives customary representations to such effect and the Company receives an opinion of counsel to the Company in customary form that such legend may be removed.

Article 4. Anti-Dilution Provisions .

Section 4.01 Stock Dividends, Splits, Combinations . If at any time after the date of the issuance of this Warrant, the Company (a) declares a dividend or other distribution payable in Common Stock or subdivides its outstanding Common Stock into a larger number or (b) combines its outstanding Common Stock into a smaller number, then (i) the number of Warrant Shares to be delivered upon exercise of this Warrant will, upon the occurrence of an event set forth in clause (a) above, be increased and, upon the occurrence of an event set forth in clause (b) above, be decreased so that such Warrantholder will be entitled to receive the number of Common Stock that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto and (ii) the Exercise Price in effect immediately prior to such dividend, other distribution, subdivision or combination, as the case may be, shall be adjusted proportionately by multiplying such Exercise Price by a fraction, of which the numerator shall be the n


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more