Exhibit 10.1


 


NEITHER THESE SECURITIES
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS (I) SUCH SECURITIES HAVE
BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, (II) SUCH SECURITIES MAY BE SOLD
PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE
MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS.


 


No. 


 


WARRANT AGREEMENT


 


THIS
WARRANT AGREEMENT (the “Agreement”) is effective this 19th day of May,
2006, between PRIMAL SOLUTIONS, INC., a Delaware corporation (the “Company”)
and                           
(“Grantee”).


 


WITNESSETH:


 


WHEREAS,
the Company desires to grant to Grantee a warrant to purchase the common stock,
par value $.01 per share, of the Company (“Common Stock”), in consideration of
Grantee’s services as a member of the Company’s Board of Directors under the
terms and conditions set forth in this Agreement; and


 


WHEREAS,
Grantee desires to be granted the warrant described herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Grant
of Warrant. The Company hereby grants to Grantee the right (the “Warrant”)
to purchase an aggregate of up to                                 
(            )
shares (the “Shares”) of Common Stock, such Shares being subject to
adjustment as provided in Section 6 hereof, on the terms and conditions
herein set forth.


 


2.                                       Purchase
Price. The purchase price of the Shares shall be $0.10 per Share.


 


3.                                       Exercise
of Warrant. Unless expired as provided in Section 5 below, this
Warrant may be exercised, in whole or in part, at any time and from time
to time after the date first set forth above (the “Date of Grant”), through and
including the Expiration Date (as that term is defined in Section 5
below).


 

















 


4.                                       Manner
of Exercise, Payment of Purchase Price.


 


(a)                                  Subject
to the terms and conditions of this Agreement, the Warrant shall be exercised
by written notice to the Company at its principal office. Such notice shall state
the election to exercise the Warrant and specify the number of Shares to be
purchased. Such notice of exercise shall be signed by Grantee and shall be
irrevocable when given.


 


(b)                                 The
notice of exercise shall be accompanied by full payment of the purchase price
for the Shares to be purchased, and shall be paid to the Company in cash
(including check, bank draft or money order).


 


(c)                                  The
amount, as determined by the Company, of any federal, state or local tax
required to be withheld by the Company due to the exercise of a Warrant shall,
subject to the authorization of the Company, be satisfied by payment by
Grantee to the Company of the amount of such withholding obligation in cash. The
cash payment shall be remitted by the Company to the appropriate taxing
authorities.


 


(d)                                 Upon
receipt of the purchase price, and subject to the terms of Section 8, the
certificate or certificates representing the Shares purchased shall be
registered in the name of the person or persons so exercising the Warrant. If
the Warrant shall be exercised by Grantee and, if Grantee shall so request in
the notice exercising the Warrant, the Shares shall be registered in the name
of Grantee and another person as joint tenants with right of survivorship, and
shall be delivered as provided above to or upon the written order of the person
or persons exercising the Warrant. All Shares that shall be purchased upon the
exercise of the Warrant as provided herein shall be fully paid and
nonassessable.


 


5.                                       Expiration
of Warrant. The Warrant shall expire and become null and void on the date
that is ten (10) years after the Date of Grant (the “Expiration Date”).


 


6.                                       Adjustments
of Shares Subject to Warrant. The Shares subject to the Warrant shall be
adjusted from time to time as set forth in this Section 6. The
determination of any such adjustment by the Company shall be final, binding and
conclusive.


 


(a)                                  In
the event of any stock split, stock dividend, reverse stock split, combination
of Shares or any other similar increase or decrease in the number of Shares
issued and outstanding (a “Reorganization”), the number of Shares
subject to this Agreement, and the exercise price of each Share, shall (to the
extent deemed appropriate by the Company) be proportionately adjusted (as
determined by the Company in its sole and absolute discretion) to account for
any increase or decrease in the number of issued and outstanding Shares of the
Company resulting from such Reorganization.


 


(b)                                 If
any recapitalization (other than a transaction contemplated by Section 6(a) above),
merger, consolidation or conversion involving the Company or any exchange of
securities involving the Common Stock (a “Corporate Transaction”) is


 


2

















 


consummated
and immediately following the consummation of such Corporate Transaction the
persons or entities who were holders of shares of Common Stock immediately
prior to the consummation of such Corporate Transaction do not receive any
securities or other property (hereinafter collectively referred to as “Transactional
Consideration”) as a result of such Corporate Transaction and continue to
hold the shares of Common Stock held by them immediately prior to the
consummation of such Corporate Transaction, the Warrant will remain outstanding
and will continue in full force and effect (without any modification) following
the consummation of the Corporate Transaction.


 


(c)                                  If
a Corporate Transaction is consummated and immediately following the
consummation of such Corporate Transaction the persons or entities who were
holders of shares of Common Stock immediately prior to the consummation of such
Corporate Transaction do receive Transactional Consideration as a result of
such Corporate Transaction or do not continue to hold the shares of Common Stock
held by them immediately prior to the consummation of such Corporate
Transaction, the terms and conditions of the Warrant will be modified as
follows:


 


(1)                                  If
the documentation pursuant to which a Corporate Transaction will be consummated
provides for the assumption of this Agreement without any modification or
amendment by the entity issuing Transactional Consideration to the persons or
entities who were holders of shares of Common Stock immediately prior to the
consummation of such Corporate Transaction, the Warrant will remain outstanding
and will continue in full force and effect following the consummation of such
Corporate Transaction.


 


(2)                                  If
the documentation pursuant to which a Corporate Transaction will be consummated
does not provide for the assumption of this Agreement without any modification
or amendment by the entity issuing Transactional Consideration to the persons
or entities who were the holders of shares of Common Stock immediately prior to
the consummation of such Corporate Transaction, Grantee may (subject to
the expiration of the term of the Warrant), exercise/receive the benefits of
the Warrant at any time prior to the consummation of such Corporate Transaction.
The Company will provide Grantee with reasonable notice of the impending termination
of the Warrant. Upon the consummation of such a Corporate Transaction, all
unexercised Warrants that are not to be assumed will automatically terminate
and cease to be outstanding.


 


Nothing contained in this
Section 6 will be deemed to extend the term of the Warrant or to revive
the Warrant if it has previously lapsed or been canceled, terminated or
surrendered.


 


7.                                       Rights
as Stockholder. This Warrant shall not entitle Grantee to any rights of a
stockholder of the Company or, except as otherwise provided herein, to any
notice of proceedings of the Company with respect to any Shares issuable upon
exercise of this Warrant unless and until the Warrant has been exercised for
such Shares and such Shares have been registered in Grantee’s name upon the stock
records of the Company.


 


3

















 


8.                                       Restriction
on Issuance of Shares. The Company shall not be required to issue or
deliver any certificates for Shares purchased upon the exercise of a Warrant
prior to: (a) the obtaining of any approval from any governmental agency
that the Company shall, in its sole discretion, determine to be necessary or
advisable; (b) the completion of any registration or other qualification
of such Shares under any state or federal law or ruling or regulation of any
governmental body that the Company shall, in its sole and absolute discretion,
determine to be necessary or advisable; and (c) the determination by the
Company that Grantee has tendered to the Company any federal, state or local
tax owed by Grantee as a result of exercising the Warrant when the Company has
a legal liability to satisfy such tax obligation. In addition, if the Common
Stock reserved for issuance upon the exercise of Warrants shall not then be
registered under the Securities Act of 1933, as amended from time to time (or
any successor to such legislation), the Company may upon Grantee’s
exercise of a Warrant, require Grantee or its permitted transferee to represent
in writing that the Shares being acquired are for investment and not with a
view to distribution, and may mark the certificate for the Shares with a
legend restricting transfer and may issue stop transfer orders relating to
such certificate to the Company’s transfer agent (if applicable).


 


9.                                       Binding
Effect. This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties hereto.


 


10.                                 Entire
Agreement. There are no oral agreements between the parties relating to the
subject matter hereof, and this Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof. This Agreement may not
be amended except by written agreement executed by the Company and Grantee.


 


 


	
  PRIMAL SOLUTIONS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
								



 


4