Warrant



 Exhibit 10.8 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OR REGULATIONS OF ANY STATE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 
 WARRANT TO PURCHASE COMMON STOCK 
 OF 
 EDGAR Online, Inc. 
 Dated: April 5, 2007 
 THIS WARRANT CERTIFIES THAT, in consideration of the payment of $5,000 and for other good and valuable consideration, the receipt of which is hereby acknowledged,
Rosenthal & Rosenthal, Inc., or registered assignee (“Holder”) is entitled, at any time from the date hereof to 5:00 PM Eastern Time on April 30, 2010 (such date and time the “Expiration Date”) to purchase up to One
Hundred Thousand ($100,000) fully paid and non-assessable restricted shares of the Common Stock, par value $.01 per share (the “Shares”) of EDGAR Online, Inc., a Delaware corporation (the “Company”) at the exercise price per
Share of $2.81 subject to adjustments as provided herein (the “Exercise Price”), all subject to the provisions and upon the terms and conditions set forth of this Warrant. 
 ARTICLE 1. EXERCISE 
 1.1 Method of Exercise. Holder may exercise this Warrant in whole or in
part (but only in increments of 10,000 shares or more) at any time and from time to time prior to the Expiration Date by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix I, together with
the payment of the Exercise Price for the Shares to be so purchased, to the principal office of the Company located at 50 Washington Street, Norwalk, CT 06854-2710, Attention: Chief Financial Officer,or such other office as the Company shall advise
Holder, as herein provided. In the event the Warrant is not exercised in full, the Company, at its expense, shall forthwith issue and deliver to or upon the order of Holder a new Warrant of like tenor and date in the name of Holder or as Holder may
request (provided that if in a name other than that of Holder, the Company may request that Holder and any proposed transferee provide such documentation reasonably requested by the Company showing that such transferee is the successor-in-interest
to Holder as a condition of registration in such other name), calling in the aggregate on the face thereof for the number of Shares equal (without giving effect to any adjustment therein) to (i) the number of Shares called for on the face of
this Warrant minus (ii) the number of Shares for which this Warrant shall have been exercised without giving effect to any adjustment in the number as a result of changes in the Exercise Price. 







 1.2 Payment of Taxes. The Company shall pay all taxes, if any, attributable to the issuance of the
Warrant and the Shares; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in (a) the issuance of any Warrant in the name other than Holder (b) the
issue of any certificates for Shares in a name other than that of Holder upon exercise of the Warrant, or any portion thereof or (c) upon exercise of any new warrant issued in accordance with Section 1.1, and the Company shall not be
required to issue or deliver such certificates unless and until the persons requesting the issuance thereof have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has
been paid. 
 1.3 Intentionally Omitted. 
 1.4 Intentionally Omitted. 
 1.5 Delivery of Certificate. Within ten (10) Business Days
after Holder exercises this Warrant, the Company shall deliver to Holder certificates for the number of fully paid and non-assessable Shares acquired in the name of Holder or its designee(s). 
 1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its
expense shall execute and deliver, in lieu of this Warrant a new warrant of like tenor. 
 1.7 Repurchase on Sale, Merger, or
Consolidation of the Company. 
 1.7.1 “Acquisition.” For the purpose of this Warrant, “Acquisition” means any
sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before
the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 
 In the
event that the Company enters into any agreement relating to an Acquisition, the Company may, at its sole option, redeem the Warrant and repurchase it from the Holder for a purchase price of $.01 per Warrant Share; provided, that the Holder shall
have ten (10) business days following receipt of written notice from the Company of Company’s election to redeem the Warrant, and the Holder shall have the right to exercise the Warrant during such notice period. 
 1.7.2 Assumption of Warrant. If the Company does not redeem this Warrant pursuant to Section 1.7.11 above, and upon the closing of any
Acquisition the successor entity assumes the obligations of this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. 
  

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 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 
 2.1 Stock Dividends, Splits, Etc. If the Company declares and pays a dividend on its common stock payable in common stock or other securities or
subdivides the outstanding common stock into a greater amount of common stock, then upon exercise or conversion of this Warrant, for each Share acquired, Holder shall receive, the total number and kind of securities to which Holder would have been
entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 
 2.2 Reclassification, Exchange or
Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other
event. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 2 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events. 
 2.3 Adjustments for Combinations, Etc. If the outstanding
Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the number of Shares subject to this Warrant shall be proportionately decreased and the Exercise Price shall be proportionately increased.

 2.4 Treasury Shares. For the purposes of this Article 2, the number of Shares at any time outstanding shall not include the Shares
held in the treasury of the Company. 
 2.5 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or
through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under
this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against
impairment. 
 2.6 Certificate as to Adjustments. Upon each adjustment of the Exercise Price or the number of Shares, as applicable,
the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such 

  

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adjustment and the reasonable details upon which such adjustment is based. The Company shall, as soon as practicable after such adjustment, furnish Holder a
certificate setting forth the Exercise Price and the number of Shares as adjusted. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY

 3.1 Representations and Warranties. The Company hereby represents and warrants to Holder as follows: 
 (a) Reservation of Shares. The Company shall, at all times, reserve and keep available out of its authorized and unissued Common Stock or out of shares of
its treasury stock, solely for the purpose of issue upon exercise of the purchase rights evidenced by this Warrant, the number of Shares for which this Warrant can be exercised. 
 (b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, shall, upon issuance and payment therefor
pursuant to the terms hereof, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

 (c) No Valuation or Impairment. The Company shall, at all times, act in good faith to assist in the carrying out of all of the provisions
of this Warrant and in taking all other action that may be necessary in order to protect the rights of Holder as set forth in this Warrant. 
 (d) Maintenance of Office. The Company shall maintain an office where presentation of this Warrant may be made. The Company shall give notice, in writing, to Holder of each change in the location of such office. 
 3.2 Notice Of Certain Events. Subject to the limitations set forth in the Financing Agreement dated the date hereof between Rosenthal &
Rosenthal, Inc. and the Company, if the Company proposes at any time (a) to declare any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to merge or
consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an
underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such
dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, the matters referred to in (c) and (d) above; (2) in the
case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common
stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights. 
  

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 3.3 Information Rights. So long as Holder holds this Warrant and/or any of the Shares, the Company
shall deliver to Holder (a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company the annual audited financial statements of
the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each Fiscal year, the Company’s quarterly, unaudited financial
statements; provided, however, that the timely filing by the Company of any such materials with the Securities and Exchange Commission shall be deemed delivery of such materials to Holder. 
 This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company. 
 3.4 Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares shall be subject to the registration rights set
forth on Exhibit A. 
 ARTICLE 4. MISCELLANEOUS. 
 4.1 Term: Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. 
 4.2 Legend. This Warrant and the Shares shall be imprinted with a legend in substantially the following form: 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OR REGULATIONS OF ANY STATE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 
 4.3 Compliance with Securities Laws on Transfer. None of this Warrant the Shares issuable upon exercise of this Warrant or any rights hereunder
may be transferred or assigned in whole or in part unless and until the Company receives from the registered Holder such documents and representations by the transferor and the transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the Company) as the Company may request to assure that the proposed transfer complies with all applicable federal and state securities laws and the rules and regulations of any
stock exchange or quotation medium on which the Common Stock is listed for trading. 
 4.4 Transfer Procedure. Subject to the terms,
conditions and provisions of Section 4.2, Holder may transfer all or part of this Warrant by giving the Company notice of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the Company for reissuance to the transferee(s). 
  

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 4.5 Notices. Except as otherwise provided herein, all notices and other communications from the
Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case
may be, in writing by the Company or such Holder from time to time. 
 4.6 Waiver. This Warrant and any term hereof may not be
changed, waived, discharged or terminated, except by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 4.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 
 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of law. 
 4.9 Survival. The representations and warranties contained herein shall survive the execution hereof. The rights of the Holder and the
Company’s obligation to have the Securities registered under the Securities Act of 1933, as amended, as set forth in Exhibit A attached hereto and made a part hereof, shall survive the exercise of this Warrant in whole or in part. 

 

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 4.10 Successors and Assigns. Subject to applicable securities law and the terms and conditions
contained herein, this Warrant and the rights and obligations evidenced thereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. 
  

					
	EDGAR ONLINE, INC.	 	 
			
	By:	 	 /s/ Susan Strausberg
	 	
		 	President and Chief Executive Officer	 	


  

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 APPENDIX I 
 NOTICE OF EXERCISE 
 1. The undersigned hereby elects to purchase
         shares of the Common Stock of          issuable pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price
of such shares in full. 
 2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such
other name as is specified below: 
  

					
	  
	 		 	
	  
	 		 	
	  
	 		 	
	  
	 		 	
	  
	 		 	

 3. The undersigned represents it is acquiring the shares solely for its own account and not as a
nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws. 
  

			
		
	  
	 	
		
	  
	 	
	(Signature)	 	 
		
	  
	 	
	(Date)	 	








 EXHIBIT A 
 Registration Rights 
 Holder shall have the following Registration Rights relating to Shares held by
or issuable to Holder pursuant to exercise of this Warrant (“Holder Shares”). 
 (1) Registration. If the Company at any
time from the date hereof to the Expiration Date, proposes for any reason to register authorized but unissued shares of Common Stock or shares of Common Stock held by the Company in its treasury (“Primary Shares”) or shares issued to
                     (“Registrable Shares”) under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the
Securities Act or any successor forms thereto), it shall promptly give written notice to the Holders of the Warrant to which this Exhibit A is attached and of which it forms a part and of any Shares issued under such Warrant, of its intention to so
register the Primary Shares or Registrable Shares and, upon the written request, given within 20 days after delivery of any such notice by the Company, of Holder to include in such registration Holder Shares (which request shall specify the number
of Holder Shares proposed to be included in such registration), the Company shall use its commercially reasonable efforts to cause all such Holder Shares to be included in such registration on the same terms and conditions as the securities
otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the inclusion of all of the Primary Shares, Holder Shares and other unregistered shares (“Other Shares”)
proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares or Registrable Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares,
Holder Shares and Other Shares proposed to be included in such registration shall be included in the following order: 
 (i) first, the
Primary Shares; 
 (ii) second, the Registrable Shares, and 
 (iii) third, the Holder Shares and Other Shares. 
 (2) Expenses. With respect to each registration effected, all fees, costs and expenses of and incidental to such registration and the public offering in connection therewith shall be borne by the Company;
provided, however, that the Holder participating in any such registration shall bear the underwriting discounts and selling commissions attributable to the shares of Holder’s Registrable Stock sold in such public offering. 
 (3) Indemnification and Contribution. 
 (a) To the
fullest extent permitted by law, the Company will indemnify and hold harmless Holder and any underwriter (as defined in the Securities Act of 1993, as amended (the “Securities Act”) acting for Holder, and any person who controls such
Holder or such underwriter within the 








 
meaning of the Securities Act, from and against, and will reimburse Holder and each such underwriter and controlling person with respect to, any and all
claims, actions, demands, losses, damages, liabilities, costs and expenses to which Holder or any such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses,
damages, liabilities, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any prospectus contained therein or any amendment or supplement
thereto in which shares of the Holder are included, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise
out of any violation by the Company of any rule or regulation under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration; provided, however, that the Company
will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and
in strict conformity with information furnished by Holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. 
 (b) If shares of Holder are included in a registration, Holder will indemnify and hold harmless the Company from and against, and will reimburse the Company with respect to, any and all losses, damages, liabilities, costs or expenses to
which the Company may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained therein or any amendment
or supplement thereto, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not
misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by a duly
authorized representative I of Holder specifically for use in the preparation thereof. 
 (c) Promptly after receipt by a party to be indemnified pursuant to
the provisions of paragraph (a) or (b) (an indemnified party) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made
against the indemnifying party pursuant to the provisions of paragraph (a) or (b), notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it
may have to an indemnified party otherwise than under the provisions of this paragraph and shall not relieve the indemnifying party from liability under the provisions of this paragraph unless such indemnifying party is prejudiced by such omission.
In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to 

  

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assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of such paragraphs (a) and
(b) for any legal or other expense subsequently incurred by indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall be liable to an indemnified party for any settlement
of any action or claim without the consent of the indemnifying party; no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 
 (4) Lock-Up Agreement. In consideration of the assumption by the Company of its obligations hereunder, Holder agrees in connection with any registration of the
Company=s securities that, upon the request of the Company or the underwriter or any underwritten offering of the Company=s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
Holder Shares (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective
date of such registration as the Company or the underwriters may reasonable specify. 
  

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