Exhibit 4.2
FIRST AMENDMENT TO
WARRANT TO PURCHASE STOCK
This First Amendment to Warrant to Purchase Stock (Amendment) is entered into as of [Date], by and between Complete
Solaria, Inc., a Delaware corporation (the Company) and [Name] (Holder).
WHEREAS, as of
November 2, 2022, the Company issued that certain Warrant to Purchase Stock, [Warrant Number] (the Original Warrant) to Holder. Capitalized terms used but not defined herein shall have the meaning provided in the
Original Warrant.
WHEREAS, in connection Holder assigning the loan it made to SolarCA, LLC (fka The Solaria Corporation) on the date
hereof, and in order to provide Holder with the benefit of the protective provisions of the Original Warrant contained in Section 6(a)(ii) and 12(m), the Company and Holder desire to adjust, amend and clarify the Original Warrant as provided
herein.
NOW, THEREFORE, based on the mutual promises made herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Holder hereby agree as follows:
1. All references to Series D-7 Preferred Stock in the Original Warrant shall be deemed changed to Common Stock. All references to [Name] in the Original Warrant shall be deemed changed to [Name].
2. The definition of Exercise Price as provided in Section 1.(f) of the Warrant is hereby amended and restated
as follows:
(f) Exercise Price shall mean as of the date this Warrant exercised, the lowest of
(i) if the Warrant is exercised to purchase Common Stock, $0.75 per share of Common Stock, and (ii) if the Warrant is exercised to purchase Future Round Stock, 25% of the lowest price the Company receives for a share of Future Round Stock,
in all cases as adjusted for stock splits, stock combinations and the like occurring after [Date].
3. The definition of
Series D-7 Preferred Stock in Section 1(q) is hereby deleted and replaced as follows:
(q) Reserved.
4.
The definition of Warrant Coverage as provided in Section 1.(v) of the Warrant is hereby amended and restated as follows:
(v) Warrant Coverage shall mean $[Amount] divided by the Price Factor at the time the Warrant is
exercised.
5. A new definition Price Factor is added to Section 1 of the Warrant immediately following
Section 1(v) as follows:
(w) Price Factor shall mean (i) $1.50 if this Warrant is exercised
to purchase Common Stock, or (ii) if the Warrant is exercised to purchase Future Round Stock, 25% of the lowest price the Company receives for a share of Future Round Stock, in all cases as adjusted for stock splits, stock combinations and the
like occurring after [Date].
6. Section 2(a)(iii) of the Original Warrant is amended and restated as follows:
(iii) In connection with the exercise of this Warrant for Future Round Stock, the execution by Holder and the Company of the
investment documents to which other holders of Future Round Stock are bound, which may include without limitation a Preferred Stock purchase agreement, an investor rights agreement, a right of first refusal and
co-sale agreement, and a voting agreement.
7. For the avoidance of doubt, as of the date hereof,
the Original Warrant is exercisable for a number of shares of Common Stock equal to the full Warrant Coverage.
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First Amendment to Warrant Complete Solaria, Inc. |
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[Name] |
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