EXCHANGE AGREEMENT
Exhibit
10.2
This Exchange
Agreement (this
“Agreement”), dated as of March [ ], 2019, is entered
into by and between _________________________ (“Warrant
Holder”) and Bridgeline Digital, Inc. (the
“Company”).
WITNESSETH:
Whereas,
Warrant Holder is the beneficial owner of a warrant
(“Existing Warrant”) that is exercisable for
___________ shares (the “Existing Warrant Shares”) of
the Company’s common stock, par value $0.001 (the
“Common Stock”) at an
exercise price of $0.50 per share which expires on October 19, 2023
(the “Existing Warrant Expiration Date”);
and
Whereas,
Warrant Holder and the Company desire to exchange the Existing
Warrant (the “Exchange”) for a new warrant, in the form
attached hereto (the “New Warrant”), exercisable to
purchase a number of shares of Common Stock equal to the number of
Existing Warrant Shares at an exercise price of $0.18 per share,
subject to adjustment, which New Warrant shall expire on the
Existing Warrant Expiration Date.
Now,
Therefore, in consideration for the foregoing, the parties
hereto agree as follows:
1. Exchange and/or
Amendment. By signing the signature page hereto and electing
to participate in the Exchange, the Warrant Holder hereby agrees
that the Existing Warrant and rights appertaining thereto held by
Warrant Holder are hereby exchanged for the New Warrant and agrees
to deliver to the Company the original executed copy of the
Existing Warrant. The Warrant Holder’s election shall be
effective as of the date of acceptance of this Exchange Agreement
by the Company, which shall be evidenced by its signature
hereto.
2. Warrant
Holder’s Representations and Warranties. The Warrant Holder represents and
warrants to the Company as follows:
a. Warrant Holder is
exchanging the Existing Warrant for the New Warrant for Warrant
Holder’s own account, for investment only and not with a view
towards the public sale or distribution thereof, and not with a
view to or for sale in connection with any distribution
thereof;
b. Warrant Holder is:
(i) an “accredited investor” as that term is defined in
Rule 501 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the "1933 Act"), by reason of Rule
501(a)(3); (ii) experienced in making investments of the kind
described in this Agreement and the related documents hereto; and
(iii) able to afford the entire loss of Warrant Holder’s
investment in the New Warrant;
c. Warrant
Holder is the sole owner of all rights, title and interest in and
to the rights to the Existing Warrant and Warrant Holder has not
assigned, transferred, licensed, pledged or otherwise encumbered
such rights or agreed to do so;
d. Warrant
Holder has full power and authority to enter into this Exchange
Agreement and to exchange the Existing Warrant;
e. There
are no current challenges with respect to the ownership of the
Existing Warrant; and
f. By
entering into this Exchange Agreement, Warrant Holder will not
breach the terms of any agreement or arrangement with any third
party.
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3. Company’s Representations
and Warranties. The
Company represents and
warrants to Warrant Holder as follows:
a.
Upon issuance, the New Warrant will be a valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, except as the enforceability may be
limited by bankruptcy and general equitable principles. The shares
of Common Stock issuable upon exercise of the New Warrant will be
duly authorized, validly issued, fully paid and
non-assessable;
b.
The Company has full power and authority to enter into this
Exchange Agreement and to issue the New Warrant as provided for
herein;
c. Assuming the
accuracy of the representations and warranties of the Warrant
Holder contained herein, the offer and issuance by the Company of
the New Warrants is exempt from registration under the 1933 Act
pursuant to an exemption provided by Rule 3(a)(9)
thereof;
d. By virtue of Rule
3(a)(9) under the 1933 Act, each of the New Warrants shall take on
the registered characteristics of the Existing Warrants and, the
shares of Common Stock issuable upon exercise of the New Warrants
shall be freely tradeable and shall not bear any restrictive
legends; and.
e.
By entering into this Exchange Agreement, the Company will not
breach the terms of any agreement or arrangement with any third
party.
4. Governing
Law; Miscellaneous.
This Exchange Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware. A facsimile
transmission of this signed Exchange Agreement shall be legal and
binding on all parties hereto. This Exchange Agreement may be
signed in one or more counterparts, each of which shall be deemed
an original. The headings of this Exchange Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Exchange Agreement. If any provision of
this Exchange Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Exchange
Agreement or the validity or enforceability of this Exchange
Agreement in any other jurisdiction. This Exchange Agreement may be
amended only by an instrument in writing signed by the party to be
charged with enforcement. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereto,
superseding all prior agreements, understandings or
discussions.
[Signature page
follows]
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IN WITNESS WHEREOF, the parties have
executed this Exchange Agreement as of the date as first written
above.
By:
Name:
Title:
WARRANT
HOLDER:
Name of
Warrant Holder
By:
Name:
Title:
By:
Signature, if
Joint
Name:
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