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Call Agreement

THIS CALL AGREEMENT made and entered into by and among [name], a corporation organized and existing under the laws of [state] having an office at [address] (First Investor), [name], a corporation organised and existing under the laws of [state] having an office at [address] (Second Investor), and [name], a corporation organised and existing under the laws of [state] having an office at [address] (Third Investor) (the First Investor, the Second Investor and the Third Investor are hereinafter sometimes collectively referred to as the Investors and individually as an Investor) and [name], a corporation organised and existing under the laws of [state] having an office at [address] (Company).

R E C I T A L S

The following facts set forth the background to this Agreement:

A. Simultaneously with the execution of this Agreement, the Company is entering into a Warrant Purchase Agreement with the Investors providing for, among other things, the issuance by the Company to each Investor of a Warrant to purchase Common Stock of the Company.

B.The Company and the Investors desire to set forth certain understandings respecting said Warrant and the Warrant Stock (as hereinafter defined).

NOW, THEREFORE, in consideration of the mutual and dependent covenants hereinafter set forth, the Company and the Investors agree as follows:

1. Definitions.

1.1 As used herein, the following terms shall have the following meanings:

"Agent" shall mean First Investor, or any successor to First Investor as agent under the security agreement described herein, as selected by the Investors.

"Business Day" shall mean any day other than a Saturday, Sunday, or any other day upon which commercial banks in [state] are required or permitted by law, regulation or executive order to be closed.

"Closing Date" shall mean the date upon which the Warrants were executed and delivered by the Company to the Investors.

"Collateral Event" shall mean the occurrence and continuation of each of the following: (a) the execution and delivery by Company to the Agent of a security agreement acceptable to the Agent, granting to Agent as agent for the Investors a second-priority perfected security interest in the collateral described in Exhibit A attached hereto and made a part hereof, free from any adverse caveat, lien, security interest or other encumbrance other than, with respect to each item of collateral, a first-priority security interest held by no more than one financial institution, (b) financing statements in form and substance reasonably satisfactory to First Investor, executed and delivered by the Company, describing the collateral subject to the security interest described in clause (a) of this paragraph, (c) a search report satisfactory to Agent in its sole discretion evidencing the filing of the financing statements described in clause (b) of this paragraph and evidencing that the security interest described in clause; (a) is free from any adverse caveat, security interest or other encumbrance other than, with respect to each item of collateral, a first-priority security interest held by no more than one financial institution, (d) a second mortgage on the real estate listed on Exhibit B attached hereto and made a part hereof, free from any adverse lien, mortgage or encumbrance other than a first mortgage in favor of not more than one financial institution, and (e) the execution and delivery by Company of such other agreements, documents, financing statements or instruments reasonably requested by Agent in order to confirm, evidence or assure the priority of the security interest and mortgage(s) described in clauses (a) and (d) of this paragraph.

"Collateral Event Call Option" shall mean the right of the Company to purchase certain shares of Warrant Stock (and, if applicable, a certain portion of the Warrant Percentage of one or more Warrants) as set forth in Section 2.1 hereof.

"Common Stock" shall mean any and all capital stock of the Company, however designated, that is not limited as to amount of dividends or that is not limited as to the amount of distributions upon liquidation or dissolution of the Company.

"Default" shall mean a monetary default by the Company in making any payments of principal, interest or late charges due under any Note.

"Election Notice" shall have the meaning ascribed to it in Section 3.1 hereof.

"IPO Event" shall mean the occurrence and continuation of each of the following: (a) a registration statement covering all of the Company's Common Stock (including without limitation all Registrable Securities), for a registered public offering involving an underwriting, prepared and filed in compliance with the Securities Act and applicable rules and regulations thereunder, is declared or ordered effective by the Commission, (b) the Company has otherwise complied with all of its obligations under the Registration Rights Agreement , and (c) the net proceeds received by the Company at the closing of the underwritten offering is equal to or greater than ..... million dollars ($....). Except as otherwise expressly provided in this Agreement, capitalized terms appearing in clauses (a) and (b) of this paragraph shall have the respective meanings ascribed to them in the Registration Rights Agreement.

"IPO Event Call Option" shall mean the right of the Company to purchase certain Warrant Stock (and, if applicable, a certain portion of the Warrant Percentage of one or more Warrants) as set forth in Section 2.2 hereof.

"Pro Rata Share of Warrant Stock" shall mean, with respect to each Investor, the number of shares of Warrant Stock that is equal to the product of (a) the total number of shares of Warrant Stock (including the number of shares of Warrant Stock that an Investor could acquire upon exercising any portion of the Warrant Percentage of Warrants that the Company is entitled to purchase hereunder) that the Company is entitled to purchase from all Investors upon its exercise of a Collateral Event Call Option, an IPO Event Call Option or a Sales Event Call Option, multiplied by (b) a fraction, the numerator of which is the purchase price paid by the Investor for the Warrants issued to such Investor by the Company on the Closing Date, and the denominator of which is the purchase price paid by all Investors for the Warrants issued to the Investors by the Company on the Closing Date.

"Purchase Agreement" shall mean the Warrant Purchase Agreement among the Investors and the Company dated the date hereof.

"Rate of Return" shall mean, for any Investor, the rate of return on such Investor's investment with respect to its Warrant(s) and shares of Warrant Stock, which Rate of Return shall be calculated on an internal rate of return basis, taking into account the time value of money. The calculation of the Rate of Return shall include: (a) the following cash outflows from such Investor: (i) the purchase price paid by such Investor for its Warrant on the Closing Date, and (ii) the exercise price paid by such Investor in accordance with the terms of its Warrant; and (b) the following cash inflows to such Investor: (i) the aggregate purchase price received (or that would be received, but for any market stand-off provision or agreement described in the immediately succeeding parenthetical in this clause (i)) by such Investor with respect to such Investor's Warrants and Warrant Stock upon the sale (or hypothetical sale, in the event that such Investor is subject to the market stand-off provision of Section ... of the Registration Rights Agreement, or any other market stand-off agreement entered into by such Investor) of all of such Investor's Warrants and Remaining Warrant Stock to buyers thereof in the public market immediately following the closing of the underwritten offering relating to the IPO Event, (iii) the aggregate purchase price received (or to be received) by such Investor with respect to such Investor's Warrants and Warrant Stock upon the sale of such Investor's Warrants and Remaining Warrant Stock to a buyer thereof immediately following the Company's purchase of Warrant Stock (or a portion of the Warrant Percentage of one or more Warrants) pursuant to a Sales Event Call Option, and (iv) the distributions received (or to be received) by such Investor as its pro rata share of distributions on such Investor's Warrants and Remaining Warrant Stock with respect to the sale of the Company's assets immediately following the Company's purchase of Warrant Stock (or a portion of the Warrant Percentage of one or more Warrants) pursuant to a Sales Event Call Option.

"Registration Rights Agreement" shall mean that certain agreement by and among the Company and the Investors styled "Registration Rights Agreement," dated the date hereof.

"Remaining Warrant Stock" shall mean, with respect to each Investor, the shares of Warrant Stock that it continues to legally or beneficially own after the Company's exercise of its IPO Call Option or Sales Event Call Option.

"Sales Event" shall mean the occurrence and continuation of any of the following: (a) the Company and/or its shareholders has received a bona fide offer for the purchase of substantially all of the assets, or all of the Common Stock (including without limitation the Warrant Stock and all Common Stock that upon exercise of the Warrants would be Warrant Stock), of the Company, (b) the Board of Directors has unanimously approved the terms of such sale, (c) the required percentage of the Company's shareholders have approved the terms of such sale and (d) the buyer of the assets or the Common Stock, as the case may be, is ready, willing and able to close, and there are no outstanding or remaining contingencies or conditions precedent which must be satisfied before a closing can be consummated.

"Sales Event Call Option" shall mean the right of the Company to purchase certain shares of Warrant Stock (and, if applicable, a certain portion of the Warrant Percentage of one or more Warrants) as set forth in Section 2.3 hereof.

"Warrant" shall mean a Warrant issued to each Investor by the Company pursuant to the Purchase Agreement, representing the right to acquire shares of the Company's Common Stock, together with any warrants, options or rights that may be issued in replacement or substitution therefor.

"Warrant Stock" shall mean capital stock of the Company issued upon exercise of a Warrant.

1.2 Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. The words "hereof," "herein" and "hereunder," and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.

2. Call Options. Subject to the terms and conditions of this Agreement and provided that no Default has occurred and is continuing:

2.1 Upon the occurrence and continuance of a Collateral Event, the Company shall have the right to purchase [number] shares of Warrant Stock.

2.2 Upon the occurrence and continuance of an IPO Event, the Company shall be entitled to purchase [number] shares of Warrant Stock, but only if, after giving effect to such purchase by the Company, each Investor would realize at least a ..... percent (...%) Rate of Return following the sale (or hypothetical sale, in the event that such Investor is subject to the market stand-off provision of Section .... of the Registration Rights Agreement, or any other market stand-off agreement entered into by such Investor) of all of such Investor's Warrants and Remaining Warrant Stock to buyers thereof in the public market immediately following the closing of the underwritten offering relating to the IPO Event.

2.3 Upon the occurrence and continuance of a Sales Event, the Company shall be entitled to purchase [number] shares of Warrant Stock, but only if, after giving effect to such purchase by the Company, each Investor would realize at least a ..... percent (...%) Rate of Return following either (i) a sale of such Investor's Warrants and Remaining Warrant Stock to a buyer thereof immediately following the Company's purchase of Warrant Stock (or a portion of the Warrant Percentage of one or more Warrants) from such Investor, or (ii) receipt of such Investor's pro rata share of distributions on such Investor's Warrants and Remaining Warrant Stock with respect to the sale of the Company's assets immediately following the Company's purchase of Warrant Stock (or a portion of the Warrant Percentage of one or more Warrants) from such Investor.

2.4 In the event of an adjustment in the number of shares of Warrant Stock to be issued to any Investor upon an exercise of a Warrant pursuant to Section 9 of such Warrant or otherwise, the number of shares of Warrant Stock as to which the Company shall have a right to purchase pursuant to Sections 2.1, 2.2 or 2.3 hereof shall be adjusted accordingly.

3. Terms.

3.1 In the event that the Company elects to purchase Warrant Stock in accordance with Sections 2.1, 2.2 or 2.3 hereof, Company shall give each Investor notice of such election in the manner set forth in Section 5 hereof (each an Election Notice).

3.2 At the closing described in Section 3.3 hereof, each Investor shall deliver to Company its Pro Rata Share of Warrant Stock. In the event that such Investor does not hold a sufficient number of issued shares of Warrant Stock to fulfill its obligation described in the immediately preceding sentence, the Company shall purchase any and all shares of Warrant Stock theretofore issued to such Investor (Tendered Shares) and in addition shall be entitled to purchase from such Investor so much of the Warrant Percentage of such Investor's Warrant(s) as would otherwise have entitled such Investor to purchase from the Company a number of shares of Warrant Stock equal to the difference between the Tendered Shares and such Investor's Pro Rata Share of Warrant Stock. In such event, such Investor shall present the applicable Warrant(s) to the Company at such closing and the Company shall complete Schedule A annexed thereto, specifying as to any deemed partial exercise: the date of such exercise; the portion of the Warrant Percentage (as defined in the Warrant) as to which the Warrant is being then deemed exercised and the portion of the Warrant Percentage remaining unexercised after giving effect to such exercise; and the number of shares of Warrant Stock deemed acquired upon such exercise.

3.3 The closing of any purchase and sale of Warrant Stock (or portion of the Warrant Percentage of one or more Warrants) pursuant to this Agreement shall take place on a date which is not less than [number] days or more than [number] days following delivery of the Company's Election Notice, and at a time and place mutually acceptable to the Company and First Investor, unless the parties otherwise agree in writing. Notwithstanding the immediately preceding sentence, in the event that such purchase and sale is pursuant to an IPO Event Call Option and such purchase and sale is prohibited pursuant to the terms of any applicable market stand-off provision or agreement affecting any party to such purchase and sale, the closing shall take place on a date that is [number] Business Days following the date upon which such market stand-off provision or agreement expires, at a time and place mutually acceptable to the Company and First Investor, unless the parties otherwise agree in writing.

3.4 The purchase price for each share of Warrant Stock purchased by the Company pursuant to Sections 2.1, 2.2 and 2.3 hereof shall be $[nominal] per share. Such purchase price shall be paid by the Company at the Closing against delivery by each Investor of the Warrant or Warrant Stock, together with all endorsements necessary for transfer to the Company of the Warrant Stock required to be delivered (or deemed delivered) pursuant to this Agreement, which Warrant Stock shall be delivered to the Company free and clear of all liens, claims and encumbrances of any kind, nature and description.

4. Termination of Call Options. The Company's right to purchase the Warrant Stock hereunder shall terminate: (a) in the event of a Default by the Company which continues for a period of more than [number] days; (b) the occurrence and continuation of any Event of Default (as defined in the Purchase Agreement) (including without limitation a monetary default which falls within the definition of "Default" set forth in this Agreement) for which the obligation to pay principal and interest has been accelerated pursuant to the terms of the Purchase Agreement and Notes; (c) in the case of the Collateral Event Call Option, at [time] am [pm] [city and state where agreement is executed] time on the day immediately succeeding the second anniversary of the Closing Date; or (d) in the case of either an IPO Event Call Option or a Sales Event Call Option, at [time] am [pm] [city and state where agreement is executed] time on the day immediately succeeding the [number] anniversary of the Closing Date.

5. Notice. All notices hereunder shall be in writing and shall be deemed given when personally delivered or when mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company and to each Investor at their addresses determined pursuant to the Purchase Agreement.

6. Miscellaneous.

6.1 This Agreement may be executed in any number of counterparts which, when executed and delivered by all parties hereto, shall be binding on all parties hereto and shall constitute one Agreement, notwithstanding that all parties are not signatory to the same counterpart.

6.2 This Agreement shall be binding upon and shall inure to the benefit of the Company, each Investor, and their respective successors and assigns.

6.3 This Agreement shall be construed and enforced in accordance with, and shall be governed by, the internal laws of [state] without regard to its conflicts of law rules.

6.4 This Agreement may not be amended, nor any provisions hereof be waived, except by a writing signed by all parties.

IN WITNESS WHEREOF, the Company and each Investor have caused this Agreement to be executed by their respective representatives hereunto duly authorized, under seal, this [date].

[Name of Company]

By: [signature]

[Name and Title of Signatory]

[Name of First Investor]

By: [signature]

[Name and Title of Signatory]

[Name of Second Investor]

By: [signature]

[Name and Title of Signatory]

[Name of Third Investor]

By: [signature]

[Name and Title of Signatory]