Share Purchase Warrant

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This Share Purchase Warrant Agreement is similar to a stock option but differs in that the shares are granted to a non-employee individual or entity. This form also includes a Purchase Form and Assignment Form.

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This Share Purchase Warrant is similar to a stock option agreement; however, this Share Purchase Warrant is granted to a non-employee individual or entity. This agreement sets out the specifics of the arrangement including the name of the corporation issuing the stock, the name of the purchaser and total purchase price. A Purchase form and an Assignment form are also included with this document.

This Share Purchase Warrant includes the following provisions:
  • Name of Corporation: Sets out the name of the corporation issuing the shares
  • Purchase Information: Sets forth the name of purchaser, total purchase price and the number of shares purchased;
  • Corporate Covenants: Specifies the covenants under which the corporation is bound;
  • Holder Consents: Sets forth the consents which must be given by the shareholder before a corporation can take action;
  • Purchase Form: The specific terms under which the shares are purchased including the name, social security number and address of the purchaser;
  • Assignment Form: Purchased shares should be transferred and assigned to the purchaser on the books of the corporation.

Protect your Rights and your Property by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Instructions
  2. Share Purchase Warrant
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Share Purchase Warrant

 

 
 
To Subscribe for and Purchase Common Shares of
 
     
 
 
THIS CERTIFIES that, for value received,       (or registered assigns succeeding to ownership hereof pursuant to the provisions of paragraph 2 hereof) is entitled to subscribe for and purchase from      , a corporation organized and existing under the laws of       (the “Corporation”), for a total purchase price of      , at any time from the date hereof to       , up to       Common Shares (as defined below) in the capital of the Corporation as fully paid and non-assessable Common Shares of the Corporation, subject, however, to the provisions and upon the terms and conditions hereinafter set forth.
 
1.   Exercise of Warrants. The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fractional share of a Common Share), by the surrender of this Warrant, with the attached Purchase Form duly executed, at the principal office of the Corporation at       (or such other office or agency of the Corporation as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Corporation at any time during the period within which the rights represented by this warrant may be exercised) and upon payment to it for the account of the Corporation, by cash or by certified or bank cashiers cheque, of the purchase price. The Corporation agrees that the shares so purchased shall be and be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Certificates for the shares so purchased shall be delivered to the holder hereof within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised and, unless this Warrant has expired, a new Warrant representing the number of shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof within such time.
 
2.   Transferability of Warrant. This Warrant is transferable on the books of the Corporation at its office described above by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Purchase Form attached hereto, duly executed. Upon the surrender of this Warrant to the Corporation in proper form for transfer, as required hereby, the Corporation shall issue a new warrant or new warrants in the same form and of like tenor as this Warrant representing the right to subscribe for and purchase, in the aggregate, the number of Common Shares which may be subscribed for and purchased hereunder and, individually, the number of Common Shares the right to purchase which has been so transferred to each transferee and which has been retained by the transferor, if any.
 
3.   Covenants of the Corporation. The Corporation hereby agrees as follows:
 
(a)   all shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and non-assessable and free from any and all taxes, liens and charges with respect to the issue thereof.
 
(b)   during the period within which the rights represented by this Warrant may be exercised, the Corporation will at all times have authorized and reserved a sufficient number of its Common Shares to provide for the exercise of the rights represented by this Warrant.
 
(c)   in the event the Corporation files a prospectus in order to become a Reporting Issuer, the Corporation shall include in such prospectus a full disclosure and qualification with respect to all of the shares which may be issued upon the exercise of the rights represented by this Warrant, such that all of the shares which may be issued upon the exercise of the rights represented by this Warrant will be qualified by the prospectus.
 
(d)   the Corporation will carry on and conduct is business in a proper, efficient and businesslike manner and in accordance with good business practice; will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice; and will, if and whenever required in writing by the holder of this Warrant, provide to the holder of this Warrant all annual statements of the Corporation furnished to its shareholders after the date hereof.
 
4.   Adjustment of Subscription Rights. The above provisions are, however, subject to the following:
 
(a)   if shares of the Corporation are reclassified or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date of such capital reorganization, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities of the Corporation resulting from such capital reorganization that such holder would have been entitled to receive on such capital reorganization if, on the effective date hereof, it had been the registered holder of the number of shares so subscribed for.
 
(b)   if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions et forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions et forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafter. Any such adjustment shall be made by and set forth in a supplemental Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively deemed to be an appropriate adjustment.
 
(c)   the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated.
 
(d)   if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.
 
5.   Authorized Shares. As a condition precedent to the taking of any action which would require an adjustment pursuant to paragraph 4 of this Warrant, the Corporation shall take any corporate action which may be necessary in order that the Corporation has issued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable, all of the shares which the holder of this Warrant is entitled to receive on the full exercise hereof.
 
6.   Consent of Holder Required. The Corporation shall not, without the prior written consent of the holder of this Warrant:
 
(a)   pay dividends by the issue of shares in the capital of the Corporation;
 
(b)   issue any shares in the capital of the Corporation;
 
(c)   issue any securities convertible into shares in the capital of the Corporation other than those in existence at the date hereof;
 
(d)   grant to any party an interest in or option to purchase any shares in the capital of the Corporation;
 
(e)   purchase, redeem or otherwise acquire any shares in the capital of the Corporation; or
 
(f)   make any loans, advances to or investments in any person, firm or corporation not dealing at arms length with the Corporation, other than in the normal course of business.
 
7.   Common Shares. As used herein the term “Common Shares” shall mean and include the common shares of the Corporation authorized on the date of the original issue of the Warrants and shall also include any shares of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares purchasable pursuant to this Warrant shall include only shares of such class referred to in the first paragraph hereof and designated as Common Shares in the Corporations Articles of Incorporation on the date of the original issue of this Warrant or, in case of any reorganization, reclassification, amalgamation or sale of assets of the character referred to in paragraph 4 hereof, the shares, securities or assets provided for in such paragraph.
 
8.   No Fractional Shares. Upon the exercise of this Warrant, whether in whole or in part, the Corporation shall not be required to issue any fractional shares or script certificates evidencing any fractional interest in shares. In any case where, pursuant to the terms of this Warrant, the holder hereof would be entitled, except for the provisions of this paragraph 8, to receive a fractional share, the number of shares issuable upon such exercise shall be rounded to the next larger whole share if, but only if, such fractional share interest is one-half (1/2) or greater; if such fractional share interest is less than one-half (1/2), it shall be disregarded.
 
9.   Exchange of Warrant. This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Corporation referred to in paragraph 1 hereof, for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of Common Shares which may be subscribed for and purchased hereunder, each such new Warrant to represent the right to subscribe for and purchase such number of Common Shares as shall be designated by such holder hereof at the time of such surrender.
 
10.   Mutilated or Missing Warrants. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of a bond or indemnity satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant, the Corporation will issue to the holder hereof a new warrant of like tenor, in lieu of this Warrant, representing the right to subscribe for and purchase the number of Common Shares which may be subscribed for and purchased hereunder.
 
11.   Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of       and the laws of the United States of America applicable therein.
 
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed by its duly authorized officers under its corporate seal, and this Warrant to be dated      .
 
 
 
 
     
 
 
 
 
 
Per:
 
 
 
 
Name:        
Title:        
 
 
 
 
 
 
Purchase Form
 
[to be signed only upon Exercise of this Warrant]
 
The undersigned hereby exercises the within Warrant for the purchase of       Common Shares covered by such warrant and in accordance with the terms and conditions thereof, and herewith makes payment of the exercise price in full.
 
The Corporation is instructed to issue certificates for such shares and any new Warrant to which the undersigned may be entitled on partial exercise hereof in the name of the undersigned and to deliver the same at the address indicated.
 
Name:        
 
Social Security
Number:        
 
Address:        
 
        
 
 
 
 
 
 
Purchasers Signature
 
Signature Guaranteed By:      
 
[Signature must conform exactly with the name
of the registered owner on the front of this Warrant
and must be signed and guaranteed by a
financial institution satisfactory to the Corporation]
 
Assignment Form
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto       the rights represented by the attached Warrant of       (the "Corporation") and appoints the Secretary of the Corporation attorney to transfer said rights on the books of said Corporation, with full power of substitution in the premises.
 
 
 
Dated:      
 
 
 
 
 
Witness
 
     
 
Number of Pages9
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28544
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Share Purchase Warrant

 

 
 
To Subscribe for and Purchase Common Shares of
 
     
 
 
THIS CERTIFIES that, for value received,       (or registered assigns succeeding to ownership hereof pursuant to the provisions of paragraph 2 hereof) is entitled to subscribe for and purchase from      , a corporation organized and existing under the laws of       (the “Corporation”), for a total purchase price of      , at any time from the date hereof to       , up to       Common Shares (as defined below) in the capital of the Corporation as fully paid and non-assessable Common Shares of the Corporation, subject, however, to the provisions and upon the terms and conditions hereinafter set forth.
 
1.   Exercise of Warrants. The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fractional share of a Common Share), by the surrender of this Warrant, with the attached Purchase Form duly executed, at the principal office of the Corporation at       (or such other office or agency of the Corporation as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Corporation at any time during the period within which the rights represented by this warrant may be exercised) and upon payment to it for the account of the Corporation, by cash or by certified or bank cashiers cheque, of the purchase price. The Corporation agrees that the shares so purchased shall be and be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Certificates for the shares so purchased shall be delivered to the holder hereof within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised and, unless this Warrant has expired, a new Warrant representing the number of shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof within such time.
 
2.   Transferability of Warrant. This Warrant is transferable on the books of the Corporation at its office described above by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Purchase Form attached hereto, duly executed. Upon the surrender of this Warrant to the Corporation in proper form for transfer, as required hereby, the Corporation shall issue a new warrant or new warrants in the same form and of like tenor as this Warrant representing the right to subscribe for and purchase, in the aggregate, the number of Common Shares which may be subscribed for and purchased hereunder and, individually, the number of Common Shares the right to purchase which has been so transferred to each transferee and which has been retained by the transferor, if any.
 
3.   Covenants of the Corporation. The Corporation hereby agrees as follows:
 
(a)   all shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and non-assessable and free from any and all taxes, liens and charges with respect to the issue thereof.
 
(b)   during the period within which the rights represented by this Warrant may be exercised, the Corporation will at all times have authorized and reserved a sufficient number of its Common Shares to provide for the exercise of the rights represented by this Warrant.
 
(c)   in the event the Corporation files a prospectus in order to become a Reporting Issuer, the Corporation shall include in such prospectus a full disclosure and qualification with respect to all of the shares which may be issued upon the exercise of the rights represented by this Warrant, such that all of the shares which may be issued upon the exercise of the rights represented by this Warrant will be qualified by the prospectus.
 
(d)   the Corporation will carry on and conduct is business in a proper, efficient and businesslike manner and in accordance with good business practice; will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice; and will, if and whenever required in writing by the holder of this Warrant, provide to the holder of this Warrant all annual statements of the Corporation furnished to its shareholders after the date hereof.
 
4.   Adjustment of Subscription Rights. The above provisions are, however, subject to the following:
 
(a)   if shares of the Corporation are reclassified or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date of such capital reorganization, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities of the Corporation resulting from such capital reorganization that such holder would have been entitled to receive on such capital reorganization if, on the effective date hereof, it had been the registered holder of the number of shares so subscribed for.
 
(b)   if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions et forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions et forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafter. Any such adjustment shall be made by and set forth in a supplemental Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively deemed to be an appropriate adjustment.
 
(c)   the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated.
 
(d)   if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.
 
5.   Authorized Shares. As a condition precedent to the taking of any action which would require an adjustment pursuant to paragraph 4 of this Warrant, the Corporation shall take any corporate action which may be necessary in order that the Corporation has issued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable, all of the shares which the holder of this Warrant is entitled to receive on the full exercise hereof.
 
6.   Consent of Holder Required. The Corporation shall not, without the prior written consent of the holder of this Warrant:
 
(a)   pay dividends by the issue of shares in the capital of the Corporation;
 
(b)   issue any shares in the capital of the Corporation;
 
(c)   issue any securities convertible into shares in the capital of the Corporation other than those in existence at the date hereof;
 
(d)   grant to any party an interest in or option to purchase any shares in the capital of the Corporation;
 
(e)   purchase, redeem or otherwise acquire any shares in the capital of the Corporation; or
 
(f)   make any loans, advances to or investments in any person, firm or corporation not dealing at arms length with the Corporation, other than in the normal course of business.
 
7.   Common Shares. As used herein the term “Common Shares” shall mean and include the common shares of the Corporation authorized on the date of the original issue of the Warrants and shall also include any shares of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares purchasable pursuant to this Warrant shall include only shares of such class referred to in the first paragraph hereof and designated as Common Shares in the Corporations Articles of Incorporation on the date of the original issue of this Warrant or, in case of any reorganization, reclassification, amalgamation or sale of assets of the character referred to in paragraph 4 hereof, the shares, securities or assets provided for in such paragraph.
 
8.   No Fractional Shares. Upon the exercise of this Warrant, whether in whole or in part, the Corporation shall not be required to issue any fractional shares or script certificates evidencing any fractional interest in shares. In any case where, pursuant to the terms of this Warrant, the holder hereof would be entitled, except for the provisions of this paragraph 8, to receive a fractional share, the number of shares issuable upon such exercise shall be rounded to the next larger whole share if, but only if, such fractional share interest is one-half (1/2) or greater; if such fractional share interest is less than one-half (1/2), it shall be disregarded.
 
9.   Exchange of Warrant. This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Corporation referred to in paragraph 1 hereof, for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of Common Shares which may be subscribed for and purchased hereunder, each such new Warrant to represent the right to subscribe for and purchase such number of Common Shares as shall be designated by such holder hereof at the time of such surrender.
 
10.   Mutilated or Missing Warrants. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of a bond or indemnity satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant, the Corporation will issue to the holder hereof a new warrant of like tenor, in lieu of this Warrant, representing the right to subscribe for and purchase the number of Common Shares which may be subscribed for and purchased hereunder.
 
11.   Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of       and the laws of the United States of America applicable therein.
 
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed by its duly authorized officers under its corporate seal, and this Warrant to be dated      .
 
 
 
 
     
 
 
 
 
 
Per:
 
 
 
 
Name:        
Title:        
 
 
 
 
 
 
Purchase Form
 
[to be signed only upon Exercise of this Warrant]
 
The undersigned hereby exercises the within Warrant for the purchase of       Common Shares covered by such warrant and in accordance with the terms and conditions thereof, and herewith makes payment of the exercise price in full.
 
The Corporation is instructed to issue certificates for such shares and any new Warrant to which the undersigned may be entitled on partial exercise hereof in the name of the undersigned and to deliver the same at the address indicated.
 
Name:        
 
Social Security
Number:        
 
Address:        
 
        
 
 
 
 
 
 
Purchasers Signature
 
Signature Guaranteed By:      
 
[Signature must conform exactly with the name
of the registered owner on the front of this Warrant
and must be signed and guaranteed by a
financial institution satisfactory to the Corporation]
 
Assignment Form
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto       the rights represented by the attached Warrant of       (the "Corporation") and appoints the Secretary of the Corporation attorney to transfer said rights on the books of said Corporation, with full power of substitution in the premises.
 
 
 
Dated:      
 
 
 
 
 
Witness
 
     
 

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