NOTE AND WARRANT PURCHASE AGREEMENT
Exhibit
10.8
THIS NOTE
AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into on
November __, 2009, by and between Green Irons Holdings Corp., a Nevada
corporation (the “Company”), and _______________________ (the
“Lender”).
WHEREAS,
in exchange for a loan from the Lender, the Company will issue a Senior Secured
Convertible Promissory Note, in the form attached hereto as Exhibit A
(the “Note”) and Warrants to purchase shares of common stock of the Company in
the form attached hereto as Exhibit B
(the “Warrants”).
WHEREAS,
in connection with the issuance of the Note and the Warrants, the Company and
the Lender will enter into (i) a Security Agreement, in the form attached hereto
as Exhibit C
(the “Security Agreement”) which shall secure the performance of the obligations
of the Company hereunder and (ii) a Registration Rights Agreement, in the form
attached hereto as Exhibit D
(the “Registration Rights Agreement”) pursuant to which the Company shall agree
to register the shares of the Company’s common stock issuable pursuant to the
Note and the Warrants.
WHEREAS,
post-delivery of the First Installment (as defined below) and prior to any
future installments, the Company intends effectuate a thirty-for-one
split (the “Stock Split”) of the authorized number of shares of its common stock
and all of its then-issued and outstanding common stock, par value $0.001 per
share.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, the parties hereby agree as follows:
1. Amount
and Terms of the Note; Terms of Warrant
1.1 Promissory
Note and Warrant. Subject to the conditions and on the terms
of this Section 1.1, the Lender will lend up to Two Million Dollars ($2,000,000)
to the Company in multiple installments in exchange for a Note and Warrants in
the amount of each installment. The first installment of Three Hundred Thirty
Four Thousand Nine Hundred Five Dollars ($334,905) (“First Installment”) shall
be delivered to the Company upon the execution of this Agreement. The Company
shall issue 334,905 Warrants to the Lender in connection with that First
Installment. Post-Stock Split, the Lender shall lend additional installments to
the Company in amounts as requested by the Company; provided however, that the
Company shall provide the proposed use of proceeds for each requested amount.
Each proposed use of proceeds for each requested amount shall specify that the
majority of the proceeds shall be used for the acquisition of low risk oil and
gas rights in geographic regions with stable governments. The Lender shall have
sole discretion in determining whether the proposed use of proceeds meets those
requirements. The Company and Lender acknowledge and agree that the
Note and Warrants issued in exchange for the First Installment will not be
affected by the Stock Split and any future installments shall be treated on a
post-Stock Split basis.
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1.2 Closing. The
initial closing (the “Initial Closing”) of the purchase of the Note and Warrants
in return for the First Installment shall take place at the offices of the
Company on the date and time when this Agreement has been signed by both
parties. At the Initial Closing, the Lender shall deliver the First
Installment to the Company and the Company shall deliver to the Lender an
executed Note and Warrants in return for the consideration provided to the
Company. Each subsequent closing of the purchase of the Note and Warrants in
return for each of the four subsequent installments shall take place at the
offices of the Company within ten (10) days after the occurrence of the event
that triggers that next installment as specified above. Upon receipt of each
subsequent installment by the Company, the Company shall deliver to the Lender
an executed Note and Warrants in return for the installment provided to the
Company.
2. Representations
and Warranties of the Company. In connection with the
transactions provided for herein, the Company hereby represents and warrants to
the Lender that:
2.1 Organization,
Good Standing, and Qualification. The Company is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Nevada and has all requisite corporate power and authority to carry on
its business as now conducted and as proposed to be conducted.
2.2 Authorization. The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by the Agreement and otherwise to carry
out its obligations hereunder. The execution and delivery of the
Agreement by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, its board
of directors or its shareholders in connection therewith.
3. Representations
and Warranties of the Lender. In connection with the
transactions provided for herein, the Lender hereby represents and warrants to
the Company that:
3.1 Authorization. This
Agreement constitutes the Lender’s valid and legally binding obligation,
enforceable in accordance with its terms. Lender represents that it has full
power and authority to enter into and to consummate the transactions
contemplated by the Agreement and otherwise to carry out its obligations
hereunder.
3.2 Purchase
Entirely for Own Account. Lender acknowledges that this
Agreement is made with Lender in reliance upon Lender’s representation to the
Company that the Note, the Warrants and the securities issuable upon exercise of
the Warrants and conversion of the Note (collectively, the “Securities”) will be
acquired for investment for Lender’s own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof, and that
Lender has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, Lender
further represents that Lender does not have any contract, undertaking,
agreement, or arrangement with any person to sell, transfer, or grant
participation to such person or to any third person, with respect to the
Securities.
3.3 Disclosure
of Information. Lender acknowledges that it has received all
the information it considers necessary or appropriate for deciding whether to
acquire the Securities. Lender further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Securities.
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3.4 Investment
Experience. Lender is an investor in securities of companies
in the development stage and acknowledges that it can bear the economic risk of
its investment, is able to afford a complete loss of such investment, and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the
Securities. Lender also represents it has not been organized solely
for the purpose of acquiring the Securities.
3.5 Regulation
S. The Lender is a corporation that (i) is not organized or incorporated
under the laws of the United States; (ii) is not acquiring the Securities for
the account of any U.S. person; (iii) has no director or executive officer who
is a national or citizen of the United States; and (is) is not otherwise deemed
to be a “U.S. Person” within the meaning of Regulation S.
3.6 Restricted
Securities. Lender understands that the Securities are
characterized as “restricted securities” under the federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering based upon the exemption from such registration
requirements for non-public offerings pursuant to Regulation S under the Act;
and that such Securities may not be sold or otherwise transferred unless they
have been first registered under the Act and all applicable state securities
laws, or unless exemptions from such registration provisions are available with
respect to said resale or transfer of such securities. In this connection,
Lender represents that it is familiar with SEC Rule 144, as presently in effect,
and understands the resale limitations imposed thereby and by the
Act.
3.7 Further
Limitations on Disposition. Without in any way limiting the
representations set forth above, Lender further agrees not to make any
disposition of all or any portion of the Securities unless and until the
transferee has agreed in writing for the benefit of the Company to be bound by
this Section 3 and:
(a) There is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or
(b) (i) Lender
shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, and (ii) Lender shall have furnished the Company with
an opinion of counsel, satisfactory to the Company that such disposition will
not require registration of such shares under the Act.
3.8 Legends. Lender
understands that the Securities will bear a legend in substantially the
following form:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SUCH ACT.”
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3.9 No
Review. Lender understands that no federal or state agency has approved
or disapproved the Securities, passed upon or endorsed the merits of the
Company’s offering, or made any finding or determination as to the
appropriateness of the Securities for investment.
4. Miscellaneous.
4.1 Successors
and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
4.2 Governing
Law. This Agreement shall be governed by and construed under
the laws of the State of Nevada, excluding that body of law relating to conflict
of laws.
4.3 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
4.4 Titles
and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
4.5 Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or upon deposit with the United States Post Office,
by registered or certified mail, postage prepaid and addressed to such party at
the address set forth on the signature page hereto.
4.6 Finder’s
Fee. Each party represents that it neither is nor will be
obligated for any finder’s fee or commission in connection with this
transaction.
4.7 Entire
Agreement; Amendments and Waivers. This Agreement, the Note,
the Warrants, the Security Agreement and the Registration Rights Agreement,
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof. Any term of the
Agreement may be amended and the observance of any term of the Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the
Holder.
4.8 Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date in the
preamble of this Agreement.
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LENDER
By:
Name:
Its:
(Address)
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COMPANY
Green
Irons Holding Corp.
By: /s/ Xxxxxx
Xxxx
Name: Xxxxxx
Xxxx
Its: Chief
Financial Officer
00000
Xxxx xxx Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
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