Warrant to Purchase Common Stock - Ask Jeeves Inc. and Soren Jacobsen
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 CONDTIIONS 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 99-11 5,000
WARRANT TO PURCHASE COMMON STOCK
ASK JEEVES, INC., a California corporation (the "Corporation"), hereby
grants to Soren Jacobsen (the "Holder"), the right to purchase from the
Corporation five thousand (5,000) 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 transfer of the rights and titles to the
following domain names: justask.com and justask.org.
1. TERM. This Warrant may be exercised, as set forth in Section 3, at any
time through March 10, 2004 (the "Exercise Period").
2. PURCHASE PRICE. The purchase price for each share of the Corporation's
common stock purchasable hereunder shall be $2.16 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 One Thousand (1,000) Warrant Shares (or such lesser number
of Warrant Shares as may at the time of exercise constitute the maximum number
exercisable) and in excess of 1,000 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.
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4. FRACTIONAL INTEREST. The Corporation shall not be required to issue any
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 to 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 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 not be registered under the
Securities Act and applicable state securities laws and that such Warrant Shares
may have to be held indefinitely unless they are subsequently registered or
qualified 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
UDNER 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 OR 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 OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS
UNDER APPLICABLE STATE LAW.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED ONE HUNDRED
EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST
UNDERWRITTEN PUBLIC OFFERING.
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 fore the exercise of the rights
represented hereby.
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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 reclassification. 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.
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 underling 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. It 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
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notify the Holder promptly after such determination has been made. Each
Warrant thus transferred shall bear the same legends appearing on this
Warrant, and underlying securities 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
underling 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 at 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: March 10, 1999 ASK JEEVES, INC.
By: /s/ Christine M. Davis
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Christine M. Davis, Chief Financial
Officer
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