Warrant To Purchase Common Stock - Ask Jeeves Inc. and Antenna Group PR
WARRANT
THE SECURITIES REPRESENTED BY OR UNDERLYING THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH
ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN
OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE CORPORATION
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND PURCHASED PURSUANT TO THE
TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN AUGUST 20, 1997 COMMON STOCK AND
WARRANT TO PURCHASE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER
HEREOF AND THE COMPANY.
No. Series 98-2 15,000
WARRANT TO PURCHASE COMMON STOCK
ASK JEEVES, INC. a California corporation (the "Corporation"), hereby
grants to Antenna Group PR (the "Holder"), the right to purchase from the
Corporation fifteen thousand (15,000) shares of the common stock of the
Corporation (the "Warrant Shares"), subject to the terms and conditions set
forth below. This Warrant is issued in exchange for Public Relations efforts
undertaken on behalf of the Company during the month of June, 1998.
1. TERM. This Warrant may be exercised, as set forth in Section 3, at any
time through June 30, 2003 (the "Exercise Period").
2. PURCHASE PRICE. The purchase price for each share of the Corporations'
common stock purchasable hereunder shall be $0.2641 per share (subject to
adjustments for stock splits, combinations and the like).
3. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part,
but not for less than Ten Thousand (10,000) Warrant Shares (or such lesser
number of Warrant Shares as may at the end of the time of exercise constitute
the maximum number exercisable) and in excess of 10,000 Warrant Shares in
increments of 1,000 Warrant Shares. It is exercisable, subject to the
satisfaction of applicable securities laws, at any time during the Exercise
Period by the surrender of the Warrant to the Corporation at its principal
office together with the Notice of Exercise annexed hereto duly completed and
executed on behalf of the Holder, accompanied by payment in full of the amount
of the aggregate Exercise Price of the Warrant Shares in immediately available
funds.
4. FRACTIONAL INTEREST. The Corporation shall not be required to issue an
fractional shares on the exercise of this Warrant.
5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. The Holder shall not have any
rights as a shareholder of the Corporation with regard the Warrant Shares prior
to actual exercise resulting in the purchase of the Warrant Shares.
6. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant Shares
issuable upon the exercise of this Warrant have been registered under the
Securities Act of 1933, or any state securities laws. The Holder acknowledges by
acceptance of the Warrant that as of the date of this Warrant and at
1.
<PAGE>
the time of exercise (a) he has acquired this Warrant or the Warrant Shares,
as the case may be, for investment and not with a view to distribution; and
either (b) he has a pre-existing personal or business relationship with the
Corporation, or its executive officers, or by reason of his business or
financial experience he has the capacity to protect his own interests in
connection with the transaction; and (c) he is an accredited investor as that
term is defined in Regulation D promulgated under the Securities Act. The
Holder agrees that any Warrant Shares issuable upon exercise of this Warrant
will be acquired for investment and not with a view to distribution and such
Warrant Shares will not be registered under the Securities Act and applicable
state securities laws or, based on an opinion of counsel reasonably
satisfactory to the Corporation, an exemption from such registration and
qualification is available. The Holder, by acceptance hereof consents to the
placement of the following restrictive legends, or substantially similar
legends, on each certificate to be issued to the Holder by the Corporation in
connection with the issuance of such Warrant Shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE
IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OF LAWS COVERING SUCH
SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OF HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS
UNDER APPLICABLE STATE LAW.
7. RESERVATION OF SHARES. The Corporation agrees at all times during the
Exercise Period to have authorized and reserved, for the exclusive purpose of
issuance and delivery upon exercise of this Warrant, a sufficient number of
shares of its common stock to provide for the exercise of the rights represented
hereby.
8. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Corporation at
any time during the Exercise Period shall, by subdivision, combination or
re-classification of securities, change any of the securities to which purchase
rights under this Warrant exist under the same or different number of securities
of any class or classes, this Warrant shall thereafter entitle the Holder to
acquire such number and kind of securities as would have been issuable as a
result of such change with respect to the Warrant Shares immediately prior to
such subdivision, combination, or re-classification. If shares of the
Corporation's common stock are subdivided into a greater number of shares of
common stock, the purchase price for the Warrant Shares upon exercise of this
Warrant shall be proportionately reduced and the Warrant Shares shall be
proportionately increased; and conversely, if shares of the Corporation's common
stock are combined into a smaller number of common stock shares, the price shall
be proportionately increased, and the Warrant Shares shall be proportionately
decreased.
9. PUBLIC OFFERING LOCK-UP. In connection with the first underwritten
registration of the Corporation's securities, the Holder agrees, upon the
request of the Corporation and the underwriters managing such underwritten
offering of the Corporation's securities, not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any Warrant
Shares (other than those included in the registration) without the prior written
consent of the Corporation and 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 underwriters may specify. The Corporation and
underwriters may request such additional written agreements in furtherance of
such standoff in the form reasonably satisfactory to the Corporation and such
underwriter. The Corporation may also impose stop-transfer instructions with
respect to the shares subject to the foregoing restrictions until the end of
said one hundred eighty (180) day period.
2.
<PAGE>
10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the
Corporation of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any Warrant or stock certificate, and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and upon reimbursement to the Corporation of all reasonable expenses
incidental thereto, and upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Corporation will make and deliver a new Warrant
or stock certificate of like tenor and dated as of such cancellation, in lieu of
this Warrant or stock certificate.
11. ASSIGNMENT. With respect to any offer, sale or other disposition of
this Warrant or any underlying securities, the Holder will give written notice
to the Corporation prior thereto, describing briefly the manner thereof,
together with a written opinion of such Holder's counsel, to the effect that
such offer, sale or other distribution may be effected without registration or
qualification (under any applicable federal or state law then in effect).
Furthermore, no such transfer shall be made unless the transferee meets the same
investor suitability standards set forth in Section 6 of this Warrant. Promptly
upon receiving such written notice and reasonably satisfactory opinion, if so
requested, the Corporation, as promptly as practicable, shall notify such Holder
that such Holder may sell or otherwise dispose of this Warrant or the underlying
securities, as the case may be, all in accordance with the terms of the written
notice delivered to the Corporation. If a determination has been made pursuant
to this Section 11 that the opinion of counsel for the Holder is not reasonably
satisfactory to the Corporation, the Corporation shall so notify the Holder
promptly after such determination has been made. Each Warrant thus transferred
shall bear the legends required by Section 6. The Corporation may issue stop
transfer instructions to its transfer agent in connection with such
restrictions. Warrants and underlying securities issued upon transfers after the
expiration date of the Lock-Up Period shall be issued without the Lock-Up
Legend.
12. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
between California residents entered into and to be performed entirely within
the State of California.
13. AMENDMENTS. Any term of this Warrant may be amended with the written
consent of the Company and the holders of warrants representing not less than a
majority in interest (50%+) of the shares of Common Stock issuable upon exercise
of the outstanding Series 97 Warrants.
14. NOTICES. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified by hand or professional
courier service or five (5) days after deposit with the United States Post
Office, by registered or certified mail, postage prepaid and addressed to the
party to be notified at the address indicated for such party in the
Corporation's records, or as such other address as such party may designate by
ten (10) days advance written notice to the other parties.
15. ATTORNEYS' FEES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and disbursements in addition to
any other relief to which such party may be entitled.
Dated: June 30, 1998 ASK JEEVES, INC.
By: /s/ Curtis Vredenburg
-----------------------
Curtis Vredenburg, CFO
3.