Exhibit 10.6
INTER-ATLANTIC FINANCIAL, INC.
FOUNDER WARRANT
PURCHASE AGREEMENT
THIS FOUNDER DIRECTOR WARRANT PURCHASE AGREEMENT (the "Agreement") is made
as of _____________ __, 2007 between Inter-Atlantic Financial, Inc., a Delaware
company (the "Company"), on the one hand, and each of ▇▇▇▇▇▇ ▇▇▇▇▇▇, D. ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or their designees,
on the other hand (collectively, the "Purchasers" or individually, a
"Purchaser"). Except as otherwise indicated herein, capitalized terms used
herein are defined in Section 10 hereof.
WHEREAS, the Purchasers are officers and/or directors of the Company; and
WHEREAS, in furtherance of the Company's plan to obtain funding through an
initial public offering (the "Offering") of its units (the "Units"), each Unit
consisting of one share of common stock (the "Unit Common Stock") and one
warrant, each to purchase one share of common stock (the "Unit Warrants" or a
"Unit Warrant") and to demonstrate the commitment of the initial stockholders of
the Company to this plan, the Purchasers desire to make an investment in the
Company by purchasing 1,800,000 warrants (the "Founding Director Warrants" or a
"Founding Director Warrant" ) on the terms and conditions described herein; and
WHEREAS, the consummation of this Agreement is a condition to the closing
of the Offering as described in the Underwriting Agreement by and between the
Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. (the "Representative"), which Underwriting
Agreement is filed as an exhibit to the Company's registration statement on Form
S-1, SEC File No. 333-__________ as the same has been and may be amended from
time to time hereafter (the "Registration Statement") and filed with the
Securities and Exchange Commission (the "Commission").
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
Section 1. Authorization, Purchase and Sale; Terms of the Founding Director
Warrants.
A. Authorization of the Founding Director Warrants. The Company has
authorized, and hereby ratifies such authorization by execution hereof, the
issuance and sale to the Purchasers of an aggregate of 1,800,000 Founding
Director Warrants. Each Founding Director Warrant shall upon exercise and
payment of the exercise price specified therein entitle the holder to
purchase one share of the Company's common stock, par value $0.0001 per
share (the "Common Stock").
B. Purchase and Sale of the Founding Director Warrants. The Company
shall sell to the Purchasers, and subject to the terms and conditions set
forth herein, the Purchasers shall severally purchase from the Company,
prior to the effectiveness of the Registration Statement, an aggregate of
1,800,000 Founding Director Warrants. Each Purchaser shall purchase that
number of the Founding Director Warrants as is set forth opposite his name
in the table contained in Exhibit A hereto. The purchase price of each
Founding Director Warrant shall be $1.00 per warrant (the "Purchase
Price"), which shall be paid in immediately available funds through wire
transfers to the trust account (the "Trust Account") to be established
pursuant to that certain Investment Management Trust Agreement by and
between the Company and American Stock Transfer & Trust Company
("American"). The Purchase Price shall be wired to the Trust Account by the
Purchasers so as to be on deposit in the Trust Account not less than 24
hours prior to the effectiveness of the Registration Statement. Amounts so
received in the Trust Account shall be credited against the respective
purchase obligations of the Purchasers as described on Exhibit A hereto.
C. Terms of the Founding Director Warrants. The Founding Director
Warrants shall carry rights and terms identical to those possessed by the
Unit Warrants described in the Registration Statement, subject to the
following exceptions: the Founding Director Warrants (i) will not be
transferable or salable by the Purchasers until such time as the Company
has completed a Business Combination, (ii) will be non-redeemable so long
as the Purchasers hold such warrants following their issuance by the
Company to such Purchasers, and (iii) together with the shares of Common
Stock underlying the Founding Director Warrants, are and will be entitled
to registration rights under the registration rights agreement (the
"Registration Rights Agreement") to be signed contemporaneously herewith
between the Purchasers, the Initial Stockholders (as such term is defined
in the Registration Statement) and the Company. The transfer restriction
set forth in (i) above shall not apply to (a) transfers resulting from the
death of any of the Purchasers, (b) transfers by operation of law, (c) any
transfer for estate planning purposes to persons immediately related to the
transferor by blood, marriage or adoption, or (d) any trust solely for the
benefit of such transferor and/or the persons described in the preceding
clause; provided, however, that with respect to each of the transfers
described in clauses (a), (b), (c) and (d) of this sentence, that prior to
such transfer, each permitted transferee or the trustee or legal guardian
for each permitted transferee (hereinafter collectively, "Permitted
Transferees" or a "Permitted Transferee") agrees in writing to be bound by
the terms of this Agreement. Should any of the Purchasers transfer or sell
Founding Director Warrants to persons other than Permitted Transferees
after the Company has completed a Business Combination, then such Founding
Director Warrants shall on the date of such transfer immediately become
redeemable under the same terms as the Unit Warrants. Except as
specifically provided in this Agreement, the terms of the Founding Director
Warrants shall in all other respects be as set forth in the Warrant
Agreement relating to the Unit Warrants by and between the Company and
American. In the event of any conflict between this Agreement and the
Warrant Agreement, the terms and provisions of which are incorporated
herein by reference, this Agreement shall control.
Section 2. The Closing. The closing of the purchase and sale of the
Founding Director Warrants to the Purchasers (the "Closing") shall take place at
the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. prior to the effectiveness of the
Registration Statement. At the Closing, the Company shall deliver warrant
certificates evidencing the Founding Director Warrants to be purchased by the
Purchasers hereunder, registered in each Purchaser's name, upon the payment of
the aggregate purchase price therefor, by wire transfer of immediately available
funds to the Trust Account.
Section 3. Representations and Warranties of the Company. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Founding Director Warrants, the Company hereby represents and warrants that:
A. Organization and Corporate Power. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
state of Delaware and is qualified to do business in every jurisdiction in
which the failure to so qualify would reasonably be expected to have a
material adverse effect on the financial condition, operating results or
assets of the Company. The Company possesses all requisite corporate power
and authority necessary to carry out the transactions contemplated by this
Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement to
which the Company is a party will have been duly authorized by the
Company as of the Closing upon the approval hereof by the Company and
its Board of Directors. This Agreement constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms
upon its execution.
(ii) The execution and delivery by the Company of this Agreement,
the sale and issuance of the Founding Director Warrants hereunder, the
issuance of the Common Stock upon exercise of the Founding Director
Warrants (except, with respect thereto, any filings required under
Federal or state securities laws or issuance of one or more legal
opinions in form and content reasonably satisfactory to the Company
pertaining to the availability of one or more exemptions with respect
to the issuance of the Founding Director Warrants under applicable
securities laws) and the fulfillment of and compliance with the
respective terms hereof and thereof by the Company, do not and will
not as of the Closing (i) conflict with or result in a
breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security
interest, charge or encumbrance upon the Company's capital stock or
assets pursuant to, (iv) result in a violation of, or (v) require any
authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the Amended and Restated
Certificate of Incorporation of the Company or the bylaws of the
Company, or any material law, statute, rule or regulation to which the
Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after
the date hereof under Federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment
pursuant to, the terms hereof, the Founding Director Warrants to be
purchased hereunder and, upon exercise of the Founding Director Warrants,
payment of the exercise price set forth therein and conformance with the
other provisions relating to the exercise thereto, the Common Stock
issuable upon exercise of such Founding Director Warrants will be duly and
validly issued, fully paid, nonassessable, and the Purchasers will have or
receive good title to such securities, free and clear of all liens, claims
and encumbrances of any kind, other than (a) transfer restrictions
hereunder and under the other agreements contemplated hereby, (b) transfer
restrictions under federal and state securities laws, and (c) liens, claims
or encumbrances imposed due to the actions of the Purchaser.
D. Governmental Consents. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and
performance by the Company of this Agreement, or the consummation by the
Company of any other transactions contemplated hereby.
E. Disclosure. (a) The Company has provided each Purchaser with a copy
of the Registration Statement and each Amendment to the Company's
Registration Statement, or informed each Purchaser of the filing thereof
and instructed or requested the Purchasers to review the Registration
Statement and each such Amendment on the Commission's website. The Company
will provide the Purchasers with a copy of any and all amendments to the
Registration Statement filed by the Company with the Commission prior to
the Closing. (b) To the best of the Company's knowledge as of the date
hereof, neither this Agreement nor the Registration Statement, taken as a
whole, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements herein or therein not
misleading in light of the circumstances in which such statements were
made.
Section 4. Representations, Warranties and Covenants of Purchasers. As a
material inducement to the Company to enter into this Agreement and issue and
sell the Founding Director Warrants to the Purchasers, the Purchasers hereby
severally represent, warrant and covenant to the Company (which representations,
warranties and covenants shall survive the Closing) that:
A. Capacity and State Law Compliance. Each Purchaser is an individual
over the age of 21 years with the legal capacity to execute and perform the
obligations imposed on each of the Purchasers hereunder. Each Purchaser has
engaged in the transactions contemplated by this Agreement within a state
in which the offer and sale of the Founding Director Warrants is permitted
under applicable securities laws. The Purchaser understands and
acknowledges that the purchase of Common Stock on exercise of the Founding
Director Warrants may require the registration of such Common Stock under
Federal and/or state securities laws or the availability of an exemption
from such registration requirements.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of
each Purchaser, enforceable in accordance with its terms.
(ii) The execution and delivery by Purchasers of this Agreement
and the fulfillment of and compliance with the respective terms hereof
by Purchasers do not and shall not as of the
Closing conflict with or result in a breach of the terms, conditions
or provisions of any other agreement, instrument, order, judgment or
decree to which Purchaser is subject.
C. Investment Representations.
(i) Each of the Purchasers is acquiring the Founding Director
Warrants and, upon exercise thereof, the Common Stock issuable upon
such exercise (collectively, the "Securities") for his own account,
for investment only and not with a view towards, or for resale in
connection with, any public sale or distribution thereof.
(ii) Each Purchaser is an "accredited investor" as defined in
Rule 501(a)(3) of Regulation D.
(iii) Each Purchaser understands that the Securities are being
offered and sold to him in reliance on specific exemptions from the
registration requirements of United States federal and state
securities laws and that the Company is relying in part upon the truth
and accuracy of, and Purchaser's compliance with, the representations,
warranties and agreements of Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of
Purchaser to acquire such securities.
(iv) Each Purchaser initiated discussions with the Company
relating to the purchase and sale of the Securities contemplated by
this Agreement on an unsolicited basis prior to the date of this
Agreement. The Purchasers did not initiate such discussions, nor did
Purchasers decide to enter into this Agreement, as a result of any
general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act of 1933, as amended (the "Securities
Act"), including the filing of the Registration Statement.
(v) Each Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been
requested by Purchaser. Each Purchaser has been afforded the
opportunity to ask questions of the other executive officers and
directors of the Company. Each Purchaser understands that his
investment in the Securities involves a high degree of risk. Each
Purchaser has sought such accounting, legal and tax advice as he has
considered necessary to make an informed investment decision with
respect to his acquisition of the Securities. Each Purchaser has
received and reviewed a copy of the Registration Statement, including
without limitation, the language therein under the caption "Risk
Factors," and signed the Registration Statement signature page in his
capacity as an officer or director (or both) of the Company, as the
case may be.
(vi) Each Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have
such authorities passed upon or endorsed the merits of the offering of
the Securities.
(vii) Each Purchaser understands that: (a) the Securities have
not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder or (B)
sold in reliance on an exemption therefrom; and (b) except as
specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register
such securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption
thereunder. In this regard, each Purchaser represents that he is
familiar with Rule 144 adopted pursuant to the Securities Act, and
understands the resale limitations imposed thereby and by the
Securities Act. Each Purchaser is able to bear the economic risk of
its investment in the Securities for an indefinite period of time.
(viii) Each Purchaser is an investor in securities of companies
in the development stage and acknowledges that he is able to fend for
himself, has knowledge and experience in financial and business
matters, knows of the high degree of risk associated with investments
generally and particularly investments in the securities of companies
in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to
bear the economic risk of an investment in the Securities in the
amount contemplated hereunder. Each Purchaser has adequate means of
providing for his current financial needs and contingencies and will
have no current or anticipated future needs for liquidity which would
be jeopardized by the investment in the Securities. Each Purchaser can
afford a complete loss of his investment in the Securities.
(ix) Without in any way limiting the representations set forth
above, the Purchasers agree not to make any disposition of all or any
portion of the Securities unless and until:
(1) There is then in effect a registration statement under
the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration
statement; or
(2)(i) The Purchaser 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) if reasonably requested by the Company, the
Purchaser shall have furnished the Company with an opinion of
counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such Securities
under the Securities Act. Notwithstanding the foregoing, each
Purchaser also understands and acknowledges that the transfer or
exercise of the Founding Director Warrants is subject to the
specific conditions to such transfer or exercise as outlined
herein, as to which each Purchaser specifically assents by his
execution hereof.
F. No Group. By virtue of the Purchasers purchasing the Founding
Director Warrants under this Agreement, such participation shall not be
construed so as to make any of the Purchasers part of, or a participant in,
a "group" as defined in Rule 13d-5 of the Exchange Act with respect to any
securities of the Company.
G. Rescission Right Waiver and Indemnification.
(i) Each of the Purchasers understands and acknowledges that an
exemption from the registration requirements of the Securities Act
requires that there be no general solicitation of purchasers of the
Founding Director Warrants. In this regard, if the Offering of the
Units were deemed to be a general solicitation with respect to the
Founding Director Warrants, the offer and sale of such Founding
Director Warrants may not be exempt from registration and, if not, the
Purchasers may have a right to rescind their purchases of the Founding
Director Warrants. In order to facilitate the completion of the
Offering and in order to protect the Company, its stockholders and the
Trust Account from claims that may adversely affect the Company or the
interests of its stockholders, each of the Purchasers hereby agrees to
waive, to the maximum extent permitted by applicable law, any claims,
right to ▇▇▇ or rights in law or arbitration, as the case may be, to
seek rescission of his purchase of the Founding Director Warrants.
Each of the Purchasers acknowledges and agrees that this waiver is
being made in order to induce the Company to sell the Founding
Director Warrants to the Purchasers. Each Purchaser agrees that the
foregoing waiver of rescission rights shall apply to any and all known
or unknown actions, causes of action, suits, claims, or proceedings
(collectively, "Claims") and related losses, costs, penalties, fees,
liabilities and damages, whether compensatory, consequential or
exemplary, and expenses in connection therewith (collectively, "Losses
and Expenses") including reasonable attorneys' and expert witness fees
and disbursements and all other expenses reasonably incurred in
investigating, preparing or defending against any Claims, whether
pending or threatened, in connection with any present or future actual
or asserted right to rescind the purchase of the Founding Director
Warrants hereunder or relating to the purchase of the Founding
Director Warrants and the transactions contemplated hereby.
(ii) Each Purchaser agrees not to seek recourse against the Trust
Account for any reason whatsoever in connection with his purchase of
the Founding Director Warrants or any Claim that may arise now or in
the future.
(iii) Each of the Purchasers agree to severally indemnify and
hold harmless the Company, the Representative and the Trust Account
against any and all Losses and Expenses whatsoever to which the
Company, the Representative and the Trust Account may become subject
as a result of the purchase of the Founding Director Warrants by the
Purchasers or a Purchaser, including but not limited to any Claim by
any Purchaser of the Founding Director Warrants, but only to the
extent necessary to ensure that such Losses and Expenses do not reduce
the amount in the Trust Account. To the extent that the foregoing
several indemnification by the Purchasers may be unenforceable for any
reason, each of the Purchasers agree to make the maximum contribution
permissible by applicable law to the payment and satisfaction of any
Losses and Expenses relating to Claims that may or will otherwise
reduce the amount in the Trust Account. Any Losses and Expenses
indemnified hereunder by the Purchasers will be paid based on the
number of Founding Director Warrants purchased by such Purchaser
relative to the total number of Founding Director Warrants purchased
by all Purchasers hereunder, except to the extent that such Claims are
brought by any of the Purchasers, in which case the foregoing
indemnity obligation shall only be that of the Purchaser making the
Claim, it being the understanding and agreement of the Purchasers that
each of them shall be held harmless by the other as to any Claims,
Losses and Expenses.
(iv) The Purchasers acknowledge and agree that the stockholders
of the Company, including those who purchase the Units in the
Offering, are and shall be third-party beneficiaries of the foregoing
provisions of Section 5G of this Agreement.
(v) Each Purchaser agrees that to the extent any waiver of rights
under this Section 5G is ineffective as a matter of law, each
Purchaser has offered such waiver for the benefit of the Company as an
equitable right that shall survive any statutory disqualification or
bar that applies to a legal right. Each Purchaser acknowledges the
receipt and sufficiency of consideration received from the Company
hereunder in this regard.
Section 6. Conditions of the Purchasers' Obligations at the Closing.
The obligation of the Purchasers to purchase and pay for the Founding Director
Warrants is subject to the fulfillment, at or before the Closing, of each of the
following conditions:
A. Representations and Warranties. The representations and warranties
of the Company contained in Section 3, except for those stated to be made
as of the date hereof, shall be true and correct in all material respects
at and as of the Closing as though then made, except to the extent of
changes caused by the transactions expressly contemplated herein or in the
prospectus contained in the Registration Statement.
B. Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.
C. Registration Statement. The Registration Statement shall have been
declared effective by the Commission and the closing of the Offering shall
take place within four business days of such effective date or, if the
Registration Statement is declared effective before 2:00 p.m. on a business
day, the closing of the Offering shall take place within three business
days of such effective date.
Section 7. Conditions of the Company's Obligations at the Closing.
The obligations of the Company to the Purchasers under this Agreement are
subject to the fulfillment on or before the Closing of each of the following
conditions:
A. Representations and Warranties. The representations and warranties
of Purchasers contained in Section 4 shall be true at and as of the Closing
as though then made.
B. Performance. The Purchasers shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by them on or before the
Closing.
C. Corporate Consents. The Company shall have obtained the consent of
its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the issuance and sale of the Founding Director
Warrants hereunder.
Section 8. Termination. This Agreement may or will be terminated at any
time prior to the consummation of the Closing if the Offering is not closed
within the time periods described in the Underwriting Agreement after the
Registration Statement is declared effective.
Section 9. Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive the Closing for a
period of six (6) months except as otherwise specifically provided herein.
Section 10. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth:
"Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, contract or otherwise.
"Business Combination" means a merger, stock exchange, asset acquisition or
similar business combination of the Company with a target business or businesses
that is its initial business combination and which meets the size, timing and
other criteria outlined in the Registration Statement.
"Common Stock" means the Company's Common Stock, par value $0.0001 per
share.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Person" means any individual, partnership, corporation, limited liability
company, association, joint stock company, trust, joint venture, unincorporated
organization or governmental entity or any department, agency or political
subdivision thereof.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities and Exchange Commission" or "Commission" means the United
States Securities and Exchange Commission.
Section 11. Miscellaneous.
A. Legends.
(i) The certificates evidencing the Founding Director Warrants
will include the legend set forth below, which the Purchasers have
read and understand:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES
ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS
ON TRANSFER OR SALE PURSUANT TO A PURCHASE AGREEMENT DATED
_______ __, 2007 WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED
IN THE PURCHASE
AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT
ITS EXECUTIVE OFFICES.
(ii) By accepting the certificates bearing the aforesaid legend,
each Purchaser agrees, prior to any permitted transfer of the
Securities represented by the certificates and subject to the
restrictions contained herein, to give written notice to the Company
expressing his desire to effect such transfer and describing briefly
the proposed transfer. Upon receiving such notice, the Company shall
present copies thereof to its counsel and the following provisions
shall apply:
(a) subject to the transfer restrictions contained elsewhere
in this Agreement, if, in the reasonable opinion of counsel to
the Company, the proposed transfer of such Securities may be
effected without registration under the Securities Act and
applicable state securities acts, the Company shall promptly
thereafter notify the transferring Purchaser, whereupon the
transferring Purchaser shall be entitled to transfer such
Securities, all in accordance with the terms of the notice
delivered by the transferring Purchaser and upon such further
terms and conditions as shall be required to ensure compliance
with the Securities Act and the applicable state securities acts,
and, upon surrender of the certificate evidencing such
Securities, in exchange therefor, a new certificate not bearing a
legend of the character set forth above if such counsel
reasonably believes that such legend is no longer required under
the Securities Act and the applicable state securities acts; and
(b) subject to the transfer restrictions contained elsewhere
in this Agreement, if, in the reasonable opinion of counsel to
the Company, the proposed transfer of such Securities may not be
effected without registration under the Securities Act or the
applicable state securities acts, a copy of such opinion shall be
promptly delivered to the transferring Purchaser, and such
proposed transfer shall not be made unless such registration is
then in effect.
(iii) The Company may, from time to time, make stop transfer
notations in its records and deliver stop transfer instructions to its
transfer agent to the extent its counsel considers it necessary to
ensure compliance with the Securities Act and the applicable state
securities acts.
B. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the contrary
herein, the parties may not assign this Agreement.
C. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
D. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall
constitute one and the same Agreement.
E. Descriptive Headings; Interpretation. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word "including" in this
Agreement shall be by way of example rather than by limitation.
F. Governing Law. The general corporation law of the State of Delaware
shall govern all issues and questions concerning the construction,
validity, enforcement and interpretation of this Agreement, without giving
effect to any choice of law or conflict of law rules or provisions that
would cause the application of the laws of any jurisdiction other than the
State of Delaware.
G. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid. Such
notices, demands and other communications shall be sent:
If to the Company: Inter-Atlantic Financial, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Fax No.:
With a copy to: DLA Piper US LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Purchaser: At the address of the respective Purchaser as set
forth in the records of the Company.
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
H. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Warrant Purchase
Agreement on the date first written above.
INTER-ATLANTIC FINANCIAL, INC.
By:
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Name:
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Title:
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PURCHASERS
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D. ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
EXHIBIT A
PURCHASER PURCHASE PRICE NUMBER OF WARRANTS
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D. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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