exv10w44






Exhibit 10.44





	 	 	THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.	 	 





	 	 	 
	Dated: ____________

	 	____________ Shares1
	 
	 	 
	Amended and Restated: ____________

	 	Certificate No. PCW-______






PRIMO WATER CORPORATION

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT




     THIS CERTIFIES THAT for value received, subject to the terms and conditions set forth herein,
__________________,
a __________________,
or its permitted assigns (the “Holder”), is entitled to
purchase up
__________________
(_________) shares of Common Stock (the “Common Stock”) of Primo
Water Corporation, a Delaware corporation (the “Company”), at a purchase price of [One Dollar and
Twenty-Five Cents ($1.25)]1 per share (as adjusted from time to time as herein provided,
the “Purchase Price”) upon presentation of this Warrant and payment of the Purchase Price for the
shares of Common Stock purchased at the principal office of the Company or at such other place as
shall have been designated by the Company. The number of shares of Common Stock which are
purchasable hereunder, as adjusted pursuant to the provisions below, is hereinafter referred to as
the “Warrant Shares.”



     This Warrant is subject to the following provisions:



     1. Exercise of Warrant.



     (a) This Warrant may be exercised, in whole or in part, at the Holder’s election, at any time
prior to [December 14, 2017]2. The Holder may exercise this Warrant by delivery to the
Company of a written notice of such exercise and the tender to the Company of the Purchase Price
for the Warrant Shares purchasable pursuant to such exercise of this Warrant. In case of an
exercise to purchase less than all Warrant Shares purchasable hereunder, the Company shall cancel
this Warrant and shall execute and deliver a new warrant of like tenor for the balance of the
shares which may be purchased hereunder.



     (b) Notwithstanding any provisions herein to the contrary, if the fair market value of one
share of the Company’s Common Stock is greater than the Purchase Price (at the date of exercise),
in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the
value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at





 




	
	1 Will be adjusted for reverse stock split in connection
with the Company’s initial public offering, which will occur prior to the
effectiveness of the amendment and restatement of this Warrant.
	 
	2
To be determined based on expiration date of originally
issued Warrant, which expiration dates ranged from December 14, 2017 to June 2,
2018.




 









 









the principal office of the Company and notice of such election in which event the Company
shall issue to the Holder a number of shares of Common Stock computed using the following formula:




X = Y (A-B)

         A




     Where X = the number of shares of Common Stock to be issued to the Holder




	 	 	Y = the number of shares of Common Stock purchasable under
the 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 the Company’s
Common Stock (at the date of such calculation)
	 
	 	 	B = Purchase Price (as adjusted to the date of such
calculation)




For purposes of the above calculation, fair market value of one share of Common Stock shall be
determined by the Company’s Board of Directors in good faith.




     2. Compliance with Securities Laws. The Holder of this Warrant, by its/his/her
acceptance hereof, represents and acknowledges that this Warrant is acquired for the Holder’s own
account for investment purposes only and that this Warrant and the Warrant Shares issuable upon
exercise hereof, respectively, have not been registered under the Securities Act of 1933, as
amended. Accordingly, any transfer of this Warrant and such Warrant Shares shall be subject to
legal restrictions. The Holder agrees that it/he/she will not offer for sale or sell, assign or
pledge, or otherwise dispose of (except through exercise) this Warrant or any Warrant Shares issued
to the Holder pursuant to exercise hereof, except in accordance with applicable securities laws.



     3. Shares of Common Stock in Reserve. The Company agrees at all times to reserve a
sufficient number of authorized but unissued shares of Common Stock for the purposes of the
exercise of this Warrant, and to take such action as may be necessary to ensure that all Warrant
Shares issued upon exercise of this Warrant will be duly and validly authorized and issued and
fully paid and nonassessable.



     4. No Voting or Dividend Rights: This Warrant shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company, and no dividend or interest shall be
payable or accrued in respect of this Warrant or the interest represented hereby or the Warrant
Shares which may be purchased hereunder until and unless, and except to the extent that, this
Warrant shall be exercised.



     5. Adjustment of Purchase Price and Number of Shares:




     a. The Purchase Price hereof shall be subject to adjustment from time to time. In case
the Company shall (a) pay a dividend on its Common Stock in Common Stock, (b) subdivide its
outstanding shares of Common Stock, or (c) combine its outstanding shares of Common Stock
into a smaller number of shares, then, in such an event, the Purchase Price in effect
immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase
Price will bear the same relation to the Purchase Price in effect immediately prior to any
such event as the total number of shares of Common Stock outstanding immediately prior to
any such event shall bear to the total number of shares of Common Stock outstanding
immediately after such event. An adjustment made pursuant to this Subsection 5.a. (a) shall
become effective retroactively



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immediately after the record date in the case of a dividend and (b) shall become
effective immediately after the effective date in the case of a subdivision or combination.
The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein. For the avoidance of doubt,
no adjustment to the Purchase Price shall be made with respect to the reverse stock split of
the Common Stock in connection with the Company’s initial public offering, which occurred
prior to the amendment and restatement of this Warrant and has been accounted for in the
Purchase Price.




     b. Upon each adjustment of the Purchase Price pursuant to subsection 5.a., the number
of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted to the
number of shares of Common Stock, rounded down to the nearest whole share, obtained by
multiplying (i) the number of shares of Common Stock purchasable immediately prior to such
adjustment upon the exercise of this Warrant, (ii) by the Purchase Price in effect prior to
such adjustment, and (iii) dividing the product so obtained by the new Purchase Price.




     c. In case of any capital reorganization of the Company, or of any reclassification of
the Common Stock, this Warrant shall be exercisable after such capital reorganization or
reclassification upon the terms and conditions specified in this Warrant, for the number of
            shares of stock or other securities which the Common Stock issuable (at the time of such
capital reorganization or reclassification) upon exercise of this Warrant would have been
entitled to receive upon such capital reorganization or reclassification if such exercise
had taken place immediately prior to such action. The subdivision or combination of shares
of Common Stock at any time outstanding into a greater or lesser number of shares of Common
Stock shall not be deemed to be a reclassification of the Common Stock of the Company for
the purposes of this Subsection 5.c.




     d. Whenever the Purchase Price is adjusted as herein provided, the Company shall
compute the adjusted Purchase Price in accordance with Subsection 5.a. and shall prepare a
certificate signed by its chief financial officer setting forth the adjusted Purchase Price
and showing in reasonable detail the method of such adjustment and the fact requiring the
adjustment and upon which such calculation is based, and such certificate shall forthwith be
forwarded to the Holder; provided, however, that no notice shall be required with respect to
the reverse stock split of the Common Stock in connection with the Company’s initial public
offering, which occurred prior to the amendment and restatement of this Warrant and has been
accounted for in the number of shares covered by this Warrant (as amended and restated) and
the Purchase Price.




     e. The form of this Warrant need not be changed because of any change in the Purchase
Price pursuant to this Section 5, and any Warrant issued after such change may state the
same Purchase Price and the same number of shares of Common Stock as are stated in this
Warrant as initially issued. The Company, however, may at any time in its sole discretion
(which shall be conclusive) make any change in the form of this Warrant that it may deem
appropriate and that does not affect the substance thereof. Any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.



     6. Replacement Warrant for Lost Certificate: Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and,
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the
Company, and reimbursement to the Company of all reasonable expenses incidental thereto (and upon
surrender and cancellation of this Warrant if mutilated), the Company will execute and deliver a
new warrant of like tenor, in lieu of this Warrant.



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     7. Assignability and Binding Effect: This Warrant shall be binding upon and inure to
the benefit of any and all successors and assigns of the Holder and the Company; provided, however,
that no Assignment (as defined below) may be made by the Holder except for an Assignment to an
Approved Party (as defined below). Any Assignment made without first complying with the provisions
of this Section 7 shall be void and of no legal effect.



     8. Amendment and Waiver. Except as otherwise provided herein, the provisions of this
Warrant may be amended and the Company may take any action herein prohibited, or omit to perform
any act herein required to be performed by it, only if the Company has obtained the prior written
consent of the Holder. Notwithstanding the foregoing, by accepting this Warrant (as amended and
restated), and surrendering to the Company the Holder’s original Warrant to which this Warrant (as
amended and restated) relates as required prior to the issuance to the Holder of this Warrant (as
amended and restated), the Holder acknowledges and agrees to be bound by the terms of this Warrant
(as amended and restated).



     9. Entire Agreement. This Warrant (as amended and restated) and the Subscription
Agreement dated as of the date hereof, by and between the Company and the Holder, supersede any and
all other understandings and agreements, either oral or in writing, between the parties hereto with
respect to the subject matter hereof, and constitute the only agreement between the parties with
respect to such subject matter.



     10. Definitions. As used herein:




     a. “Affiliates” means with respect to any Person, any Person directly or indirectly
controlling, controlled by, or under common control with such Person. For the purposes of
this definition, “control” (including correlative meanings, such as the terms “controlling”
“controlled by” and “under common control with”), as applied to any Person, means the
possession, directly, indirectly or beneficially, of either: (i) fifty-one (51%) equity
ownership; or (ii) the power to direct or cause the direction of the management and policies
of that Person, whether through the ownership of voting securities or by contract or
otherwise.




     b. “Approved Party” means: (i) Affiliates; (ii) parents (including step-parents and
adoptive parents) and children (including step-children, adopted children and children of
the half-blood); (iii) partners or retired partners of a partnership, or members or retired
members in a limited liability company; or (iv) Persons to whom an Assignment is made with
the prior written approval of the Company. The Company’s approval shall not be unreasonably
withheld, provided that, it may refuse such approval if the proposed assignee is reasonably
believed by the Company to be a competitor of the Company.




     c. “Assignment” means any sale, assignment, gift, pledge, encumbrance or other transfer
or disposition of this Warrant.




     d. “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision
thereof.



     12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH,
AND ENFORCED UNDER, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW OF SUCH STATE.



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[THE NEXT PAGE IS THE SIGNATURE PAGE]




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     IN WITNESS WHEREOF, the Company has executed this Warrant under seal effective as of the date
first above written.



	 	 	 	 	 
	 

	 	COMPANY:
	 
	 	 	 	 
	 

	 	PRIMO WATER CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its: