Exhibit 4.1
COMMON STOCK PURCHASE WARRANT
For the Purchase of 50,769 Shares of Common Stock
of
WINC, INC.
X | = | Y(A-B) |
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| X | = | The number of Shares to be issued to Holder; |
| Y | = | The number of Shares for which the Purchase Warrant is being exercised; |
| A | = | The fair market value of one Share; and |
| B | = | The Exercise Price. |
For purposes of this Section 2.2, the fair market value of a Share is defined as follows:
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| (i) | if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the date on which the exercise form is submitted in connection with the exercise of the Purchase Warrant; |
| (ii) | if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day immediately prior to the date on which the exercise form is submitted in connection with the exercise of the Purchase Warrant; or |
| (iii) | if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors. |
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If to the Holder:
Spartan Capital Securities, LLC
45 Broadway, 19th Floor
New York, New York 10006
Attn:
Fax No.:
with a copy (which shall not constitute notice) to:
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Manatt, Phelps & Phillips, LLP
695 Town Center Drive, 14th Floor
Costa Mesa, CA 92626
Attn: Thomas J. Poletti
Fax No.: (714) 371-2551
If to the Company:
Winc, Inc.
1751 Berkeley St., Studio 3
Santa Monica, California 90404
Attn: Matthew Thelen, Chief Strategy Officer and General Counsel
with a copy (which shall not constitute notice) to:
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
Attn: Drew Capurro
and
140 Scott Drive,
Menlo Park, California 94025
Attn: Brian Cuneo
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 15th day of November, 2021.
WINC, INC.
By: | /s/ Carol Brault |
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| Name: Carol Brault |
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| Title: Chief Financial Officer |
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[Form to be used to exercise Purchase Warrant]
Date: __________, 20___
The undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per share (the “Shares”), of Winc, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.
Or
The undersigned is entitled to pursuant to Section 2.2 of the Purchase Warrant, and hereby elects irrevocably, to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in accordance with the following formula:
| X | = | Y(A-B) |
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Where, |
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| X | = | The number of Shares to be issued to Holder; | |||
| Y | = | The number of Shares for which the Purchase Warrant is being exercised; | |||
| A | = | The fair market value of one Share which is equal to $_____; and | |||
| B | = | The Exercise Price which is equal to $______ per share | |||
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The undersigned agrees and acknowledges that the calculation and its ability set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.
Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.
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Signature Guaranteed |
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INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name: |
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Address: |
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NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
[Form to be used to assign Purchase Warrant]
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):
FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto ___________________the right to purchase shares of common stock, par value $0.0001 per share, of Winc, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
Dated: __________, 20__
Signature |
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Signature Guaranteed |
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NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.