EXHIBIT 4.7
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
URGENT.LY INC.
AMENDED AND RESTATED WARRANT TO PURCHASE STOCK
No. SC-__ Originally Issued December 16, 2021
Amended and Restated October ___, 2023
THIS CERTIFIES THAT, for value received, ______________________ or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Urgent.ly Inc., a Delaware corporation (the “Company”), a number of fully paid and non-assessable shares of Stock equal to the Warrant Coverage, at such times and at the price per share set forth herein.
This Amended and Restated Warrant to Purchase Common Stock (this “Warrant”) amends and restates the Warrant to Purchase Stock originally issued on December 16, 2021, as amended July 12, 2022, in connection with that certain Second Amended and Restated Loan and Security Agreement, dated July 12, 2022, by and among the Company, the lenders from time to time party thereto (including the Holder) (the “Lenders”) and Ocean II PLO LLC, as administrative and collateral agent for Lenders (as amended through the date hereof or hereafter, the “Loan Agreement”).
The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
The following is a statement of the rights of Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:
X = | Y (A – B) |
A |
Where:
X | = | The number of shares of Stock to be issued to Holder |
Y | = | The number of shares of Stock purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) |
A | = | The fair market value of one share of Stock (at the date of such calculation) |
B | = | The Exercise Price (at the date of such calculation) |
For purposes of the calculation above, the “Fair Market Value per Share” as of any date shall mean (i) if the Common Stock is then traded on a nationally recognized securities exchange (a “Trading Market”), the closing price or last resale price of a share of Common Stock reported for the trading day immediately before the date on which Holder delivers this Warrant together with this Notice of Exercise to the Company and (ii) if the Common Stock is not then traded on a Trading Market, then an amount per share of Common Stock issued or issuable pursuant to this Warrant equal to the Fair Market Value (as defined below) of the Company as of such date divided by the Fully Diluted Capitalization as of such date.
For purposes of this Section 2(b), the Board of Directors of the Company shall determine the “Fair Market Value” in good faith and taking into account the Company’s most recent valuation; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2(b) in connection with the Company’s initial public offering of Common Stock (an “IPO”), the Fair Market Value shall be the per share offering price to the public in the IPO multiplied by the Fully Diluted Capitalization as of the date of the IPO; provided, further, that, if the Direct Listing is effectuated in connection with the Otonomo Acquisition, then the Fair Market Value shall be the lesser of (1) $271,000,000, plus the Company’s cash-on-hand and cash equivalents, minus the aggregate outstanding Indebtedness owed to the Junior Lenders under the Loan Documents, the Lenders under the Loan Agreement, and other outstanding borrowed money indebtedness of the Company incurred outside of the ordinary course of business, in each case, measured immediately prior to the consummation of the Otonomo Acquisition, and (2) the definition of Aggregate Valuation in the Otonomo Merger Agreement (the lesser of (1) and (2), the “Otonomo Valuation”); provided, further, that if the Warrant is exercised in connection with a Merger Event, the entirety of the cash and value of the property that could potentially be paid or distributed to the Company’s stockholders (in their capacities as such) in connection with such transaction including any earn outs, holdbacks or other contingent consideration (whether or not actually received) shall be the basis for determining Fair Market Value of the Stock.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
Any notice or other communication provided pursuant to this Section 12(c) shall for all purposes of this Warrant be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the share of United States mail, addressed and mailed as aforesaid, (iii) if sent via facsimile, upon confirmation of facsimile
transfer, or (iv) if sent via electronic mail, upon confirmation of delivery when directed to the electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
(signature page follows)
The Company and Holder sign this Warrant as of the date stated on the first page.
URGENTLY INC.
By:
Name:
Title:
HOLDER
By:
Name:
Title:
Address:
EXHIBIT A
NOTICE OF EXERCISE
TO: URGENT.LY INC. (the “Company”)
Attention: Chief Executive Officer
Capitalized terms used but not defined herein shall have the meaning provided in the attached Warrant.
Number of shares of Stock:
Type of security:
Address:
(Print name of the warrant holder)
(Signature)
(Name and title of signatory, if applicable)
(Date)
EXHIBIT B
ASSIGNMENT FORM
ASSIGNOR:
COMPANY: URGENT.LY INC.
WARRANT: THE WARRANT TO PURCHASE _______________________________ ISSUED ON [INSERT DATE] (THE “WARRANT”)
DATE: _________________________
Name of Assignee:
Address of Assignee:
Number of shares of Stock Assigned:
and does irrevocably constitute and appoint ______________________ as attorney to make such transfer on the books of Urgent.ly Inc. maintained for the purpose, with full power of substitution in the premises.
Assignor and Assignee are signing this Assignment Form on the date first set forth above.
ASSIGNOR
(Print name of Assignor)
(Signature of Assignor)
(Print name of signatory, if applicable)
(Print title of signatory, if applicable)
Address:
| ASSIGNEE
(Print name of Assignee)
(Signature of Assignee)
(Print name of signatory, if applicable)
(Print title of signatory, if applicable)
Address:
|
(Print title of signatory, if applicable) Address:
Warrant – Urgent.ly Inc. – Structural Capital Investments III, LP
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(Print title of signatory, if applicable) Address:
Warrant – Urgent.ly Inc. – Structural Capital Investments III, LP
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