{"id":41371,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-purchase-agreement-purchasepro-com-inc-and-sprint.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-purchase-agreement-purchasepro-com-inc-and-sprint","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-purchase-agreement-purchasepro-com-inc-and-sprint.html","title":{"rendered":"Warrant Purchase Agreement &#8211; PurchasePro.com Inc. and Sprint Communications Co. LP"},"content":{"rendered":"<pre>                           WARRANT PURCHASE AGREEMENT\n\n          THIS AGREEMENT is entered into as of November 29, 1999 by\n                                                                   \nPURCHASEPRO.COM, INC., a Nevada corporation ('Company'), and SPRINT\n---------------------                                        ------\nCOMMUNICATIONS COMPANY L.P. ('Purchaser'),\n----------------------------              \n\n                              W I T N E S S E T H:\n\n          WHEREAS, Company provides an extensive business-to-business bidding\nand procurement environment via a series of Company and\/or co-branded websites\nand underlying Company-proprietary software ('PurchasePro Solution') that is\nmade available for access by users on a subscription basis;\n\n          WHEREAS, the parties have agreed to enter into a Strategic Marketing\nPartner Agreement with respect to the PurchasePro Solution (the 'Strategic\nAgreement'), as set forth in Section 2 and Exhibit A; and\n                                           ---------     \n\n          WHEREAS, as part of the consideration for Purchaser entering into the\nStrategic Agreement, the Company hereby agrees to issue to Purchaser a warrant\nin the form attached as Exhibit B ('Warrant') to purchase shares of the\n                        ---------                                      \nCompany's common stock, par value $0.01 per share ('Warrant Stock') at an\nExercise Price equal to $143.688 per share, on the terms and conditions set\nforth therein;\n\n          NOW, THEREFORE, for other good and valuable consideration, the receipt\nand sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n          1.  Issuance. The Company has authorized the sale and issuance to\n              --------                                                     \nPurchaser of the Warrant to purchase up to 1,800,000 shares of Warrant Stock in\naccordance with the terms thereof. The right to purchase shares of Warrant Stock\nupon exercise of the Warrant shall vest in Purchaser accordance with the\nprovisions of the Warrant. The issuance of the Warrant shall take place at such\ntime and place as the Company and Purchaser agree (the 'Closing'), but in no\nevent later than 5 business days after the execution of this Agreement by both\nparties.\n\n          2.  Strategic Agreement.  During the 30 day period following the\n              -------------------                                         \nClosing, Company and Purchaser will negotiate, reasonably and in good faith, a\ndefinitive Strategic Agreement that obligates Purchaser to actively market and\npromote subscriptions to access and use the PurchasePro Solution to Company's\ncurrent and future business customers, on mutually agreeable terms and\nconditions that are consistent with Exhibit A. If the parties are unable to\n                                    ---------                              \nmutually agree upon the wording of any provision of the Strategic Agreement,\nthen at the request of either party the issue shall be resolved, consistent with\n                                                                                \nExhibit A, by binding arbitration under the commercial arbitration rules of the\n---------                                                                      \nAmerican Arbitration Association, in Las Vegas, Nevada.\n\n          3.  Company Representations.  The Company represents and warrants to\n              -----------------------                                         \nPurchaser that, as of the Closing:\n\n          (a) Organization and Standing.  The Company is a corporation duly\n              -------------------------                                    \norganized, in good standing and validly existing under the laws of the State of\nNevada and has requisite corporate power to own and operate its properties and\nassets and carry on its business as presently conducted.\n\n          (b) Authorization.  The execution, delivery and performance of this\n              -------------                                                  \nAgreement by the Company has been duly authorized by all requisite corporate\naction, and this Agreement constitutes the legal, valid and binding obligation\nof the Company enforceable in accordance with its terms, subject as to\nenforcement of remedies to applicable bankruptcy, insolvency, reorganization or\nsimilar laws relating to \n\n                                       1\n\n \nor affecting the enforcement of creditors' rights. The execution, delivery and\nperformance of this Agreement, and the Warrant and compliance with the\nprovisions hereof and thereof by the Company does not conflict with, or result\nof breach or violation of the terms, conditions or provisions of, or constitute\na default (or an event with which the giving of notice or passage of time, or\nboth could result in a default) under, or result in the creation or imposition\nof any lien pursuant to the terms of, the Articles of Incorporation or the\nBylaws of the Company.\n\n          (c) Securities. The shares of Warrant Stock issued upon exercise of\n              ----------                                                     \nthe Warrant will be validly issued, fully paid and non-assessable; provided,\nhowever, that such securities shall be subject to restrictions on transfer under\napplicable state or federal securities laws.\n\n          4.  Purchaser Representations.  Purchaser represents and warrants to\n              -------------------------                                       \nthe Company, with respect to both its purchase of the Warrant and the issuance\nof Warrant Shares upon its exercise, that:\n\n          (a) Company Affairs: Purchaser's Account:  Accredited Investor.\n              ----------------------------------------------------------  \nPurchaser is aware of the Company's business affairs and financial condition,\nhas had sufficient opportunity to ask questions of and receive answers from\nrepresentatives of the Company and has acquired sufficient information about the\nCompany to reach an informed and knowledgeable decision to purchase the Warrant.\nPurchaser is purchasing the Warrant for investment for Purchaser's own account\nonly and not with a view to, or for resale in connection with, any\n'distribution' thereof within the meaning of the Securities Act of 1933, as\namended (the 'Securities Act').  Purchaser is an 'accredited investor' as such\nterm is defined in Rule 501(a) of Regulation D under the Securities Act and has\nsuch knowledge and experience in financial and business matters as to be capable\nof evaluating the merits and risks of investing in the Note, Warrant and the\nsecurities issuable upon conversion or exercise thereof (collectively, the\n'Securities'), including a complete loss of its investment.\n\n          (b) Unregistered Securities.  Purchaser understands that neither the\n              -----------------------                                         \nWarrant nor any shares of Warrant Stock issued upon exercise thereof have been\nregistered under the Securities Act, by reason of a specific exemption therefrom\nwhich depends upon, among other things, the bona fide nature of Purchaser's\ninvestment intent as expressed herein.\n\n          (c) Holding Period: Legends.  Purchaser further acknowledges and\n              -----------------------                                     \nunderstands that the Warrant and any shares of Warrant Stock issued upon\nexercise thereof must be held indefinitely unless they are subsequently\nregistered under the Securities Act or an exemption from such registration is\navailable.  Purchaser understands that the Warrant and, when and if issued,\ncertificates evidencing the shares of Warrant Stock issuable upon exercise\nthereof, will be imprinted with a legend that prohibits the transfer of such\nWarrant or securities, unless they are registered or such registration is not\nrequired in the opinion of legal counsel for the Company.\n\n          (d) Restricted Securities.  Purchaser understands that the securities\n              ---------------------                                            \nit is purchasing are characterized as 'restricted securities' under the federal\nsecurities laws inasmuch as they are being acquired from the Company in a\ntransaction not involving a public offering and that under such laws and\napplicable regulations, such securities may be resold without registration under\nthe Securities Act only in certain limited circumstances.  In this connection,\nPurchaser represents that it is familiar with SEC Rule 144, as presently in\neffect, and understands the resale limitations imposed thereby and by the\nSecurities Act.\n\n          (e) No Market.  Purchaser further understands that, at the time\n              ---------                                                  \nPurchaser wishes to sell shares Warrant Stock issued upon exercise of the\nWarrant, there may be no public market upon which to make such a sale, and that,\neven if such a public market then exists, the Company may not be satisfying the\ncurrent public information requirements of Rule 144, and that, in such event,\nPurchaser will be \n\n                                       2\n\n \nprecluded from selling such securities under Rule 144 even if any minimum\nholding period has been satisfied; provided, however, that the Company shall use\nits best efforts to satisfy the current public information requirements of Rule\n144.\n\n          5.  General Provisions.\n              ------------------ \n\n          (a) Entire Agreement: Amendment.  This Agreement and the Warrant\n              ---------------------------                                 \nrepresent the entire agreement between the Company and Purchaser with respect to\nthe subject matter hereof, supersede all prior agreements and understandings\nwith respect to the subject matter hereof, and may be amended only in a writing\nsigned by the Company and the Purchaser.\n\n          (b) Successors and Assigns.  This Agreement shall bind and benefit the\n              ----------------------                                            \nsuccessors, assigns, heirs, executors and administrators of the parties\n(including, without limitation, any successor corporation to the Company and the\nPurchaser).  The rights of Purchaser under this Agreement may not be assigned\nwithout the written consent of the Company.\n\n          (c) Press Release.  The parties will issue a joint press release\n              -------------                                               \nannouncing this Agreement and the Strategic Agreement within 10 business days\nafter the date this Agreement is executed by both parties.\n\n          (d) Governing Law.  This Agreement shall be governed in all respects\n              -------------                                                   \nby the laws of the State of Nevada.\n\n          (e) Notices.  All notices and other communications required or\n              -------                                                   \npermitted hereunder shall be in writing and shall be transmitted by telex or\nfacsimile, or, if sent within the United States, mailed by first-class mail,\npostage prepaid, to the address at the address set forth below the recipient's\nsignature, or at such other address as the recipient shall have furnished to the\nother party in writing.  All notices shall be deemed effectively delivered upon\ntransmission or mailing.\n\n          (f) Counterparts.  This Agreement may be executed in any number of\n              ------------                                                  \ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n\n          The parties hereto have executed this Agreement as of the Effective\nDate set forth above.\n\n                    COMPANY\n                    -------\n\n\n                    PURCHASEPRO.COM, INC.\n\n\n                    By  \/s\/ Christopher P. Carton\n                        --------------------------\n\n                    Its President\n\n\n                    PURCHASER\n                    ---------\n\n                    SPRINT COMMUNICATIONS CO., L.P.\n                    \n\n                    By  \/s\/ Jeff Anderson\n                        --------------------------\n\n                    Its Vice President\n\n                                       3\n\n \n                                   EXHIBIT A\n\n                              STRATEGIC AGREEMENT\n                              TERMS AND CONDITIONS\n\n     The parties will negotiate, reasonably and in good faith, a definitive\nStrategic Agreement with mutually agreeable terms and conditions that include\nthe following:\n\n1.   Marketing and operations during the 18 month warrant agreement period:\n\n     .    Purchaser will actively market and promote the PurchasePro Solution,\n          as the preferred business-to-business eCommerce solution for\n          procurement of goods and services, to Purchaser's current and future\n          business customers, including in each of the following segments of\n          Purchaser's business: (1) long distance, (2) pager, and (3)\n          collaborative solutions\n\n     .    Purchaser will actively promote the PurchasePro Solution, including by\n          use of text, material or other formats reasonably acceptable to\n          Company in Purchaser's marketing and promotional literature, customer\n          billing inserts and other promotional items or materials\n\n     .    Purchaser and Company will conduct joint marketing and promotional\n          efforts as mutually agreed\n\n     .    Purchaser will promote the sale to Purchaser's customers of\n          subscriptions ('Subscriptions') to access and use the PurchasePro\n          Solution\n\n     .    Purchaser and Company will establish a co-branded website, through\n          which Purchaser's customers who purchase Subscriptions ('Customers')\n          will access the PurchasePro Solution\n\n     .    Purchaser will provide level one ('first call') support for Customers\n          as it relates to the referral process\n\n     .    Customers will access and use the PurchasePro Solution under Company's\n          standard terms and conditions\n\n2.   Financial consideration\n\n     .    Company will book 100% of the net revenue from Subscriptions sold by\n          Purchaser (determined and tracked in accordance with Company's\n          standard practices) and shall pay to Purchaser a quarterly sales\n          commission equal to 25% of net collected revenues\n\n     .    Each party will bear its own costs and expenses\n\n3.   Company agrees to designate purchaser as the preferred communications\n     provider on the PurchasePro.com\n\n\n                                      A-1\n\n \n                                   EXHIBIT B\n\n                                    WARRANT\n\n                                (SEE ATTACHED)\n\n\n\n                                      B-1\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609,8902],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9560,9572],"class_list":["post-41371","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_companies-sprint-corp---fon","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41371","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41371"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41371"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41371"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41371"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}