FORM OF WARRANTWarrant Agreement • December 5th, 2012 • OverNear, Inc. • Services-motion picture & video tape production
This Warrant is one of a series of warrants issued pursuant to that certain Confidential Private Placement Memorandum, dated August 6, 2012, as the same may be amended or supplemented from time to time (the “Memorandum”), pursuant to which the Company is offering (the “Offering”) units (the “Units”) consisting of Series A Convertible Preferred Stock and Warrants (of which this Warrant is one) exercisable for shares of Common Stock of the Company. The Holder has purchased Units pursuant to that certain Subscription Agreement, dated as of the date hereof, by and between the Company and the Holder (the “Subscription Agreement”).
Amended and Restated Subscription AgreementSubscription Agreement • December 5th, 2012 • OverNear, Inc. • Services-motion picture & video tape production • New York
WARRANTWarrant Agreement • December 5th, 2012 • OverNear, Inc. • Services-motion picture & video tape production
THIS PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] and its Permitted Designees (as defined herein) (collectively, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from OverNear, Inc., a Nevada corporation (the “Company”), up to 60,000 shares (the “Warrant Shares”) of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Stock”). The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price as defined in Section 2(b).
