Exhibit 10.21
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDER SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO A 180 DAY MARKET STAND-OFF RESTRICTION AS SET FORTH HEREIN. AS A RESULT OF SUCH RESTRICTION, THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF A REGISTERED PUBLIC OFFERING OF THE ISSUER. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER.
WARRANT TO PURCHASE COMMON STOCK
Company: SmartRent.com, Inc., a Delaware corporation
Number of Shares: Up to an aggregate of 383,744 shares, as determined in accordance with Exhibit A, attached hereto
Class of Stock: Common Stock
Exercise Price: $0.01 per Share
Issue Date: April 24, 2020
Expiration Date: April 23, 2030
This Warrant to Purchase Common Stock (this “Warrant”) certifies that, for good and valuable consideration, RET VENTURES SPV I, L.P. or its registered and permitted assigns (“Holder”) is entitled to purchase from the corporation named above (the “Company”) up to that number of shares of Common Stock of the Company (the “Shares”) set forth above (as adjusted for stock splits, dividends, recapitalizations, and the like) (the “Number of Warrant Shares”), at an exercise price per share equal to the exercise price set forth above (the “Exercise Price”), in each case, as adjusted pursuant to Section 2 of this Warrant and subject to the provisions and upon the terms and conditions set forth in this Warrant.
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2
Exhibit 10.21
X = Y (A-B)
A
Where: X = the number of Shares to be issued to the Holder pursuant to this Section 2.2.
Y = the number of Shares as to which this Warrant is then being net exercised.
A = the fair market value of one Share.
B = the Exercise Price.
For purposes of the above calculation, the fair market value of one Share shall be determined by the Company’s Board of Directors, in good faith. The Company will promptly respond in writing to an inquiry by the Holder as to the then current fair market value of one Share.
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2
Exhibit 10.21
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2
Exhibit 10.21
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2
Exhibit 10.21
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND QUALIFICATION UNDER SUCH LAWS, OR PURSUANT TO RULE 144 AND ANY STATE EXEMPTION FROM REGISTRATION AND QUALIFICATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2
Exhibit 10.21
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2
Exhibit 10.21
All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the signature lines to this Warrant, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company will be marked “Attention: Chief Executive Officer”.
[Remainder of Page Intentionally Left Blank]
IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEST\289736207.2" "" WEST\289736207.2