WARRANT TO PURCHASE
Exhibit 4.1
WARRANT
NO. __
WARRANT
TO PURCHASE
_
shares of Common
Stock at $8.00 per share
Dated
_____ ____
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON
STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES
ACT”).
Freedom
Internet Group Inc., a Puerto Rico corporation (the
“Company”),
hereby certifies that the holder named on the signature page below
and its successors and assigns (collectively, the
“Holder”), who
is contemporaneously purchasing shares of the Company’s
common stock pursuant to that certain subscription agreement on
even date herewith (the “Subscription Agreement”), and
entered into by and between the Company and the Holder, for value
received, is entitled to purchase from the Company at any time
prior to the Expiration Date (as defined in Section 2) (the
“Exercise
Period”), up to _shares of the
Company’s
common
stock, par value $0.01 per share (the “Common Stock”), at the exercise
price of $8.00 per share (the “Exercise Price”). Each certificate
evidencing the shares of Common Stock issued upon some or all of
this Warrant (“Warrant”) shall bear the
appropriate restrictive legend set forth below, except that any
such certificate shall not bear such restrictive legend if (i) it
is transferred pursuant to an effective registration statement
under the Securities Act of 1933, as amended, (the
“Securities
Act”) or in compliance with Rule 144 or Rule 144A
promulgated under the Securities Act, or (ii) the Company is
provided with an opinion of counsel to the effect that such legend
is not required in order to establish compliance with the
provisions of the Securities Act:
"THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE
SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A
TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES
ACT AND SUCH OTHER APPLICABLE LAWS."
1.
Exercise of
Warrants.
Upon
presentation and surrender at the principal executive office of the
Company of this Warrant during the Exercise Period, along with the
Election to Purchase form attached hereto as Exhibit A duly executed,
together with a check, wire or other means agreed to by the
Company, to the Company in the amount of the Exercise Price
multiplied by the number of shares of Common Stock being purchased,
the Company will cause its Transfer Agent to deliver to the holder
hereof, certificates of Common Stock which in the aggregate
represent the number of shares of Common Stock being purchased.
This Warrant may be partially exercised and, in the case of such
partial exercise, the Company, upon surrender hereof, will deliver
to the Holder a new Warrant representing the number of shares which
have not been exercised.
2.
Exercise Period.
(a) The right to
acquire shares of Common Stock of the Company pursuant to this
Warrant shall commence on the date hereof. The right to acquire
shares of Common Stock of the Company pursuant to this Warrant
shall expire on December 31, 2021 (the “Expiration Date”). After the
Expiration Date, the Holder shall have no right to purchase any
shares of Common Stock pursuant to this Warrant.
(b) The rights
represented by this Warrant may be exercised by the Holder, in
whole or in part (with respect to shares of Common Stock), subject
to the conditions contained herein and at any time within the
period specified in Section 2(a) by: (i) surrender of this Warrant
for calculation (with the Election to Purchase form at the end
hereof properly executed) at the principal executive office of the
Company (or at such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the
Holder appearing on the books of the Company); (ii) payment to the
Company of the Exercise Price for the number of shares of Common
Stock specified in the Election to Purchase form, together with the
amount of applicable stock transfer taxes, if any; and/or (iii)
delivery to the Company of a duly executed agreement signed by the
person(s) designated in the Election to Purchase form to the effect
that such person(s) agree(s) to be bound by all of the terms and
conditions of this Warrant. This Warrant shall be deemed to have
been exercised, in whole or in part to the extent specified,
immediately prior to the close of business on the date on which all
of the applicable provisions of this Section 2(b) are reasonably
satisfied, and the person(s) designated in the Election to Purchase
form shall become the holder(s) of record of the shares of Common
Stock issuable upon such exercise at that time and
date.
3.
Rights and Obligations of Holders of
this Warrant: Anti-Dilution.
(a) The Holder of this
Warrant shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or in equity; provided,
however, that in the event any certificate representing shares of
Common Stock or other securities is issued to the Holder hereof
upon exercise of some or all of this Warrant, such Holder shall,
for all purposes, be deemed to have become the holder of record of
such Common Stock on the date on which all of the applicable
provisions of Section 2(b) have been met, irrespective of the date
of delivery of such share certificate.
(b) In case the Company
shall (i) pay a dividend in its Common Stock or make a distribution
in its Common Stock, (ii) subdivide its outstanding Common Stock
into a greater number of shares, (iii) combine its outstanding
Common Stock into a smaller number of shares (including a
recapitalization in connection with any consolidation or merger),
then the Exercise Price on the record date of such division or the
effective date of such action shall be adjusted by multiplying such
Exercise Price by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately before such event
and the denominator of which is the number of shares of Common
Stock outstanding immediately after such event and the number of
shares of Common Stock for which this Warrant may be exercised
immediately before such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the Exercise Price
immediately before such event and the denominator of which is the
Exercise Price immediately after such event.
(c) In the case of any
consolidation or merger of the Company with or into another
corporation (other than any consolidation or merger in which the
Company is the continuing corporation and which does not result in
any reclassification of the outstanding shares of Common Stock) or
the conversion of such outstanding shares of Common Stock into
shares or other stock or other securities or property, or the
liquidation, sale or transfer of the property of the Company as an
entity or substantially as an entirety and for other unusual
events, there shall be deliverable upon exercise of the Warrant (in
lieu of the number of shares of Common Stock theretofore
deliverable) the number of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock
which would otherwise have been deliverable upon the exercise of
this Warrant would have been entitled upon such action if this
Warrant had been exercised immediately prior to such
action.
(d) Either the Company
or the Holder(s) may require that the Company assign the
obligations of the Company described in this Warrant to any
successor of the Company if the Company is not the surviving entity
of a merger or consolidation. The Company must give the Holder(s)
hereof five(5) business days’ notice of the terms of any such
consolidation or merger and the terms thereof.
4.
Covenants of the
Company.
|
Appendix
C to Private Placement Memorandum - Form of Investor
Warrant
|
(a) The Company
covenants and agrees that all shares of Common Stock issuable upon
exercise of this Warrant will, upon delivery, be duly and validly
authorized and issued, fully-paid and non-assessable.
(b) The Company
covenants and agrees that it will at all times prior to expiration
of this Warrant reserve and keep available an authorized number of
shares of its Common Stock and other applicable securities
sufficient to permit the exercise in full of all outstanding
convertible securities, options, warrants and rights, including
this Warrant.
5. Issuance of Certificates. As
soon as possible after any full or partial exercise of this
Warrant, but in any event no more than ten (10) business days, the
Company, at its expense, will cause to be issued in the name of and
delivered to the Holder of this Warrant, a certificate or
certificates for the number of fully paid and non- assessable
shares of Common Stock to which that Holder shall be entitled on
such exercise. No fractional shares will be issued on exercise of
this Warrant. If, on any exercise of this Warrant, a fractional
share results, the Company will pay the cash value of that
fractional share, calculated on the basis of the Exercise Price.
All such certificates shall bear a restrictive legend to the effect
that the shares of Common Stock represented by such certificate
have not been registered under the Securities Act, and the shares
of Common Stock may not be sold or transferred in the absence of
such registration or an exemption therefrom, such legend to be
substantially in the form of the bold face language appearing on
Page 1 of this Warrant.
6.
Successors and Assigns:
Transfer.
(a) This Warrant shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.
(b) This Warrant may be
transferred at any time by: (i) surrender of this Warrant for
cancellation with the Transfer form attached hereto as Exhibit B, properly executed at
the office or agency of the Company referred to in Section 1; and
(ii) delivery of an opinion of counsel stating that the proposed
transfer may be made without registration or qualification under
applicable Federal or state securities laws. Notwithstanding the
foregoing, this Warrant may only be transferred to members,
managers, officers, directors, employees, consultants or heirs of
the initial Holder hereof. This Warrant shall be deemed to have
been transferred, in whole or in part to the extent specified,
immediately prior to the close of business on the date the
provisions of this Section 6 are satisfied, and the transferee(s)
designated in the Transfer form shall become the holder(s) of
record at that time and date. The Company shall issue, in the
name(s) of the designated transferee(s) (including the Holder if
this Warrant has been transferred in part) a new Warrant or
Warrants of like tenor and representing, in the aggregate, rights
to purchase the same number of shares of Common Stock as are then
purchasable under this Warrant. Such new Warrant or Warrants shall
be delivered to the record holder(s) thereof within a reasonable
time, not exceeding ten (10) business days, after the rights
represented by this Warrant shall have been so transferred. As used
herein (unless the context otherwise requires), the term
“Holder” shall include each such transferee, and the
term “Warrant” shall include each such transferred
Warrant.
7. Disposition of Warrants or
Shares. The Holder of this Warrant, each transferee hereof
and any holder and transferee of any shares of Common Stock, by his
or its acceptance thereof, agrees that no public distribution of
Warrants or Common Stock will be made in violation of the
provisions of the Securities Act.
8. Notices. Except as otherwise
specified herein to the contrary, all notices, requests, demands
and other communications required or desired to be given hereunder
shall only be effective if given in writing by certified or
registered mail, return receipt requested, postage prepaid, or by
U.S. express mail service or national overnight courier service.
Any such notice shall be deemed to have been given (a) on the
business day immediately subsequent to mailing, if sent by a
reputable national overnight courier service, or (b) five (5)
business days following the mailing thereof, if mailed by certified
or registered mail, postage pre-paid, return receipt requested, and
all such notices shall be sent to the following addresses (or to
such other address or addresses as a part may have advised the
other in the manner provided in this Section 8):
|
If
to the Company:
|
c/o
Xxxxxx Xxxxxxxxx
0000
Xxxx Xxxxx Xxx., Xxx. 0000
Xxxxxxxx,
Xxxxxx Xxxx 00979
Tel.
(000)-000-0000.
|
|
Appendix
C to Private Placement Memorandum - Form of Investor
Warrant
|
|
If
to the Holder:
|
At
the Holder’s address contained in the Holder’s
executed
Subscription Agreement.
|
9. Governing Law. This Warrant and
all rights and obligations hereunder shall be deemed to be made
under and governed by the laws of New York applicable to agreements
made and to be performed entirely within such State, without
reference to such State's laws regarding the conflict of
laws.
10. Amendment or Waiver. Any
provision of this Warrant may be amended, waived or modified upon
the written consent of the Company and any Holder; provided,
however, that such amendment, waiver or modification applies by its
terms to that particular Holder, only; and provided further, that a
Holder may waive any of its rights or the Company's obligations to
such Holder without obtaining the consent of any other
Holder.
11. Headings. The headings of
various sections of this Warrant have been inserted for reference
only and shall not be a part of this Warrant.
12. Venue. Any litigation arising
hereunder shall be instituted only in Florida. All parties agree
that venue shall be proper in Florida for all such legal or
equitable proceedings.
13. Attorney Fees. The prevailing
party in any litigation, arbitration or mediation relating to this
Warrant shall be entitled to recover its reasonable
attorney’s fees from the other party for all matters,
including but not limited to appeals.
Signature Page Attached
|
Appendix
C to Private Placement Memorandum - Form of Investor
Warrant
|
IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed, by its duly authorized
officers under its corporate seal and to be dated as of the date
set forth below.
Dated
, 2020
|
|
|
||
|
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
|
Name: Xxxxx
“Xxx” Xxxxxxx, Xx.
|
|
|
|
|
Title:
Chief
Executive Officer
|
|
HOLDER
__ ______ _____ ___
__ ______ _____ ___
|
Appendix
C to Private Placement Memorandum - Form of Investor
Warrant
|
EXHIBIT A
ELECTION TO PURCHASE
To be
Executed by the Holder in Order to Exercise the
Warrant
The
undersigned Holder of the foregoing Warrant hereby irrevocably
elects to exercise the purchase rights represented by such Warrant,
and to purchase thereunder, to the extent of shares of Common
Stock, $0.01 par value (“Common Stock”).
Payment
be made in the form of lawful money of the United
States.
The
undersigned requests that the certificates for the shares of such
Common Stock be issued in the name(s) of, and delivered to, the
person(s) whose name(s) and address(es) are set forth
below:
(Please
type or print name and address)
(Social
Security or tax identification number)
and delivered
to:
(Please type or print name and address)
and, if
such number of shares of Common Stock shall not be all the Common
Stock evidenced by this Warrant, that a new Warrant of like tenor
for the balance of the shares of Common Stock subject to the
Warrant be registered in the name of, and delivered to, the Holder
at the address stated below.
If the
undersigned is electing to purchase shares of Common Stock
hereunder for cash, then in full payment of the purchase price with
respect to the portion of the Warrant exercised and transfer taxes,
if any, the undersigned hereby tenders payment of $ , by check, money order
or wire transfer payable in United States currency to the order of
Freedom Internet Group Inc. or its successor.
|
Dated:_________________________
|
_________________________
|
|
|
Name
|
|
|
|
|
|
_________________________
|
|
|
Address
|
|
|
_________________________
|
|
|
_________________________
|
_________________________
|
Appendix
C to Private Placement Memorandum - Form of Investor
Warrant
|
EXHIBIT B
TRANSFER
To be
Executed by the Holder in Order to Transfer the Warrant (To be
signed only upon transfer of Warrant)
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns, and transfers unto
______ _____ ____ the right to
purchase shares of the Common Stock, $0.01 par value per share
(“Common
Stock”), of Freedom Internet Group Inc.
(the “Company”) represented by the foregoing
Warrant to the extent of __ ______ _____ shares of Common Stock
and appoints attorney to transfer such rights on the books of the
Company, with full power of substitution in the
premises.
|
Dated:
_________________________
|
_________________________
|
|
|
Name
|
|
|
|
|
|
_________________________
|
|
|
Address
|
_________________________
_________________________
|
Appendix
C to Private Placement Memorandum - Form of Investor
Warrant
|
