Warrant Agreement - The Knot Inc. and America Online Inc.
CONFIDENTIAL
WARRANT AGREEMENT
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY
OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT.
THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY
AND LEGAL COUNSEL FOR THE COMPANY.
WARRANT TO PURCHASE
366,667 SHARES OF COMMON STOCK
OF
THE KNOT, INC.
A DELAWARE CORPORATION
ISSUED
JULY 23, 1999
THIS CERTIFIES THAT, for value received, America Online, Inc. (as the
context requires, "AOL" or the "WARRANTHOLDER") is entitled to purchase, on the
terms hereof, 366,667 shares (subject to adjustment as set forth herein,
"WARRANT STOCK"), of common stock, par value $.01 per share ("COMMON STOCK"), of
The Knot, Inc., a Delaware corporation (the "COMPANY"), at a purchase price and
upon the terms and conditions as set forth herein. The Company hereby represents
and warrants to Warrantholder that as of the date hereof, (i) the capitalization
of the Company is as set forth in the capitalization table attached hereto as
Schedule A, and (ii) the Warrant Stock constitutes two and one-half percent
(2.5%) of the number of shares of voting capital stock of the Company
outstanding as of the date hereof, after giving effect to the exercise, exchange
or conversion of all outstanding securities, rights, options, warrants
(including this Warrant), calls, commitments or agreements of any nature or
character (whether debt or equity) that are, directly or indirectly, exercisable
or exchangeable for, or convertible into or otherwise represent the right to
purchase or otherwise receive, directly or indirectly, any such capital stock or
other arrangement to acquire at any time or under any circumstance, voting
capital stock of the Company or any such other securities and assuming that all
stock options and/or shares of capital stock reserved for grant or issuance to
officers, directors, employees and consultants under all agreements, plans or
arrangements theretofore approved by the Board of Directors of the Company have
been so granted or issued (as the case may be).
1. EXERCISE OF WARRANT.
The terms and conditions upon which this Warrant may be exercised and
the shares of Common Stock covered hereby that may be purchased, are as follows:
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1.1. Exercise.
(a) This Warrant is being issued pursuant to an Amended and
Restated Anchor Tenant Agreement, dated as of the date hereof (as same
may be amended, the "Agreement"), between the Company and AOL. All
terms used but not defined herein shall have the meanings set forth in
the Agreement. This Warrant may be exercised, in whole or in part, from
and after the date of issuance hereof until the Termination Date (the
"Exercise Period").
(b) Notwithstanding the foregoing, this Warrant may not be
exercised under any circumstances after 5:00 p.m., Dulles, Virginia
time on the eighth (8th) anniversary hereof (the "TERMINATION DATE"),
after which time this Warrant shall terminate and shall be void and of
no further force of effect.
1.2. Exercise Price. The purchase price for the shares of Common Stock
to be issued upon exercise of this Warrant shall be Seven and 20/100 Dollars
($7.20) per share (subject to adjustment as set forth herein, the "EXERCISE
PRICE").
1.3. Method of Exercise. The exercise of the purchase rights evidenced
by this Warrant shall be effected by (a) the surrender of this Warrant, together
with a duly executed copy of the form of Election to Purchase attached hereto,
to the Company at its principal office and (b) the delivery of the Exercise
Price multiplied by the number of shares for which the purchase rights hereunder
are being exercised, payable (x) by certified check, corporate check of America
Online, Inc., or wire transfer of immediately available funds payable to the
Company's order or (y) on a net basis, such that, without the exchange of any
funds, the Warrantholder receives that number of shares otherwise issuable (or
other consideration payable) upon exercise of this Warrant less that number of
shares of Warrant Stock having an aggregate fair market value (as defined below)
at the time of exercise (i.e., the date a duly executed Election to Purchase is
delivered to the Company) equal to the aggregate Exercise Price that would
otherwise have been paid by the Warrantholder for the shares of the Warrant
Stock issuable. In connection with such exercise the holder shall, if requested
by the Company, include confirmation of the accuracy of the representations set
forth in Section 12 and otherwise as reasonably requested by the Company to
evidence compliance with any applicable securities laws as of the date of
exercise. For purposes of the foregoing, "FAIR MARKET VALUE" of the Warrant
Stock on any date shall be the average of the Quoted Prices of the Common Stock
of the Company for 20 consecutive trading days ending the trading day prior to
such date (if, during such 20-day period, there is a day in which no trades are
reported, such date shall be discarded and the 20-day period extended). The
"QUOTED PRICE" of the Common Stock as reported by Nasdaq or, if the principal
trading market for the Common Stock is then a securities exchange, the last
reported sales price of the Common Stock on such exchange which shall be
consolidated trading if applicable to such exchange, or if neither so reported
or listed, the last reported bid price of the Common Stock. In the absence of
such quotation or listing, such determination as to the "Quoted Price" shall be
made in good faith by the Board of Directors of the Company after taking into
consideration all factors it deems appropriate, including, without limitation,
recent sale and offer prices of the capital stock of the Company in private
transactions negotiated at arm's length.
1.4. Issuance of Shares. In the event that the purchase rights
evidenced by this Warrant are exercised in whole or in part in accordance with
the terms of this Warrant, a certificate or certificates for the purchased
shares shall be issued to the Warrantholder as soon as practicable. The Warrant
Stock shall be stamped or imprinted with a legend in substantially the following
form:
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CONFIDENTIAL
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. NO SALE OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT."
In the event the purchase rights evidenced by this Warrant are
exercised in part, the Company will also issue to the Warrantholder a new
warrant within a reasonable time representing the unexercised purchase rights.
1.5 Exercise of Warrants on Termination Date. If as of the Termination
Date the Warrants are in the money based on the cash or other property to be
received, such exercise shall take place automatically with respect to all then
outstanding and exercisable (but not exercised) Warrants (the "TERMINATION DATE
EXERCISE"), on a net exercise basis, immediately prior to the Termination Date;
provided, however, that the Company may condition such exercise on the delivery
by the Warrantholder of a duly completed Election to Purchase and the reasonable
satisfaction of the Company that all applicable securities laws have been
complied with, which the Company shall give notice to the Warrantholder of
within ten (10) days prior to the Termination Date. No such Termination Date
Exercise shall take place if such issuance would not comply with applicable
securities laws, whereupon the Termination Date shall occur as scheduled.
2. CERTAIN ADJUSTMENTS.
2.1 Weighted Average Anti-Dilution. The Exercise Price shall be subject
to adjustment from time to time as follows:
(a) If the Company shall at any time or from time to time
during the Exercise Period, issue any shares of Common Stock (or be
deemed to have issued any shares of Common Stock as provided herein),
other than Excluded Securities (as defined in Section 2.1(c)) without
consideration or for a consideration per share less than the Exercise
Price in effect immediately prior to the issuance of Common Stock, the
Exercise Price in effect immediately prior to such issuance shall
forthwith be lowered to a price equal to the quotient obtained by
dividing: (x) an amount equal to the sum of (1) the total number of
shares of Common Stock outstanding (including any shares of Common
Stock deemed to have been issued pursuant to Section 2.1(b)(iv))
immediately prior to such issuance multiplied by the Exercise Price in
effect immediately prior to such issuance, plus (2) the consideration
received by the Company upon such issuance, by (y) the total number of
shares of Common Stock outstanding (including any shares of Common
Stock deemed to have been issued pursuant to Section 2.1(b)(iv))
immediately after the issuance of such Common Stock. All calculations
under this Section 2 shall be made to the nearest one tenth (1/10) of a
cent or to the nearest one tenth (1/10) of a share, as the case may be.
(b) For the purposes of any adjustment of the Exercise Price
pursuant to Section 2.1(a), the following provisions shall be
applicable:
(i) In the case of the issuance of Common Stock for
cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting therefrom any
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discounts, commissions or other expenses allowed, paid or incurred by
the Company for any underwriting or otherwise in connection with the
issuance and sale thereof.
(ii) In the case of the issuance of Common Stock for
a consideration in whole or in part other than cash, the consideration
other than cash shall be deemed to be the fair
market value thereof as determined in good faith by the Board
of Directors of the Company, irrespective of any accounting
treatment.
(iii) In the case of the issuance of Common Stock
without consideration, the consideration shall be deemed to be
$0.01 per share.
(iv) In the case of the issuance of (x) options to
purchase or rights to subscribe for Common Stock, (y) securities by
their terms convertible into or exchangeable for Common Stock or (z)
options to purchase rights to subscribe for such convertible or
exchangeable securities:
(A) the aggregate maximum number of shares
of Common Stock deliverable upon exercise of such
options to purchase or rights to subscribe for Common
Stock shall be deemed to have been issued at the time
such options or rights were issued and for a
consideration equal to the consideration (determined
in the manner provided in subdivisions (i), (ii) and
(iii) above), if any, received by the Company upon
the issuance of such options or rights plus the
minimum purchase price provided in such options or
rights for the Common Stock covered thereby;
(B) the aggregate maximum number of shares
of Common Stock deliverable upon conversion of or in
exchange for any such convertible or exchangeable
securities or upon the exercise of options to
purchase or rights to subscribe for such convertible
or exchangeable securities and subsequent conversion
or exchange thereof shall be deemed to have been
issued at the time such securities were issued or
such options or rights were issued and for a
consideration equal to the consideration received by
the Company for any such securities and related
options or rights (excluding any cash received on
account of accrued interest or accrued dividends),
plus the additional consideration, if any, to be
received by the Company upon the conversion or
exchange of such securities or the exercise of any
related options or rights (the consideration in each
case to be determined in the manner provided in
subdivisions (i), (ii) and (iii) above);
(C) on any change in the number of shares or
exercise price of Common Stock deliverable upon
exercise of any such options or rights or conversions
of or exchanges for such securities, other than a
change resulting from the antidilution provisions
thereof, the applicable Exercise Price shall
forthwith be readjusted to such Exercise Price as
would have resulted had the adjustment made upon the
issuance of such options, rights or securities not
converted prior to such change (or options or rights
related to such securities not converted prior to
such change) been made upon the basis of such change;
provided, however, that such readjustment shall not
result in a Exercise Price that is greater than the
original Exercise Price; and
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(D) on the expiration of all such options or
rights, the termination of all such rights to convert
or exchange or the expiration of all options or
rights related to such convertible or exchangeable
securities in each case having been issued by the
Company for the same consideration (as determined
pursuant to subdivision (i), (ii) and (iii) above),
the applicable Exercise Price shall forthwith be
readjusted to such Exercise Price as would have
resulted had the adjustment made upon the issuance of
such options, rights, securities or options or rights
related to such securities not been made; provided,
however, that such readjustment shall not result in a
Exercise Price that is greater that the original
Exercise Price.
(c) For purposes of Section 2(a), the term "Excluded
Securities" shall mean (i) up to 2,000,000 shares of Common Stock
(subject to equitable adjustment for stock splits, dividends,
combinations and like occurrences) issued to officers, employees,
directors or consultants of Company, pursuant to any agreement, plan or
arrangement approved by the Board of Directors of the Company, or
options to purchase or rights to subscribe for such Common Stock, or
securities by their terms convertible into or exchangeable for such
Common Stock, or options to purchase or rights to subscribe for such
convertible or exchangeable securities pursuant to such agreement, plan
or arrangement; (ii) shares of Common Stock issued as a stock dividend
or upon any stock split or other subdivision or combination of shares
of Common Stock; (iii) shares of Common Stock (subject to equitable
adjustment for stock splits, dividends, combinations and like
occurrences) reserved for issuance upon the conversion of presently
issued and outstanding securities which by their terms are convertible
into or exchangeable for such Common Stock; or (iv) securities issued
pursuant to the acquisition of another corporation or other entity by
the Company by merger or purchase of stock or purchase of all or
substantially all of such other corporation's or other entity's assets
whereby the Company owns not less than a majority of the voting power
of such other corporation or other entity following such acquisition or
purchase.
2.2 Stock Dividends. If at any time while this Warrant remains
outstanding and unexpired, the Company pays a dividend or makes a distribution
with respect to the Common Stock payable in shares of Common Stock, then the
Exercise Price shall be adjusted, as of the record date of stockholders
established for such purpose (or if no such record is taken, as at the date of
such payment or distribution), to that price determined by multiplying the
Exercise Price in effect immediately prior to such payment or distribution by a
fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution. The Warrantholder
shall thereafter be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of shares of Common Stock (calculated to the nearest
whole share) obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of shares of Common Stock issuable upon
the exercise hereof immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment. The
provisions of this Section 2.1 shall not apply under any of the circumstances
for which an adjustment is provided under Sections 2.3, 2.4 or 2.5.
2.3 Mergers, Consolidations or Sale of Assets. If at any time while
this Warrant remains outstanding and unexpired, there shall be a capital
reorganization of the shares of the Company's capital stock (other than a
combination, reclassification, exchange or subdivision otherwise provided for
herein), or a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving corporation (collectively,
a "CORPORATE TRANSACTION"), then lawful provision shall be
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CONFIDENTIAL
made so that such successor corporation or entity shall assume this Warrant such
that the Warrantholder shall thereafter be entitled to receive, upon
exercise of this Warrant, during the period specified in this Warrant and
upon payment of the Exercise Price then in effect, the number of shares of
stock or other securities or property of the successor corporation
resulting from such Corporate Transaction to which a holder of the
securities deliverable upon exercise of this Warrant would have been entitled
under the provisions of the agreement in such Corporate Transaction if this
Warrant had been exercised immediately prior to such Corporate Transaction.
Appropriate adjustment (as determined in good faith by the Company's Board of
Directors after taking into consideration all factors it deems appropriate,
including, without limitation, recent sale and offer prices of the capital
stock of the Company in private transactions negotiated at arm's length) shall
be made in the application of the provisions of this Warrant with respect to
the rights and interests of the Warrantholder after the Corporate Transaction
to the end that the provisions of this Warrant (including adjustment of the
Exercise Price then in effect and the number of shares of Common Stock issuable
under this Warrant) shall be applicable after the Corporate Transaction, as
near as reasonably may be, in relation to any shares or other property
deliverable after the Corporate Transaction upon exercise of this Warrant. The
provisions of this Section 2.3 shall similarly apply to successive
reorganizations, consolidations or mergers.
2.4 Reclassification. If the Company at any time shall, by subdivision,
combination or reclassification or securities or otherwise, change any of the
securities issuable under this Warrant into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as a result of such change with respect to the securities issuable
under this Warrant immediately prior to such subdivision, combination,
reclassification or other change.
2.5 Subdivision or Combination of Shares. If at any time while this
Warrant remains outstanding and unexpired, the number of shares of Common Stock
outstanding is decreased by a combination of the outstanding shares of Common
Stock, then the Exercise Price shall be proportionately increased in the case of
a combination of such shares, or shall be proportionately decreased in the case
of a subdivision of such shares, and the number of shares of Common Stock
issuable upon exercise of the Warrant shall thereafter be adjusted to equal the
product obtained by multiplying the number of shares of Common Stock issuable
under this Warrant immediately prior to such Exercise Price adjustment by a
fraction (A) the numerator of which shall be the Exercise Price immediately
prior to such adjustment, and (B) the denominator of which shall be the Exercise
Price immediately after such adjustment.
2.6 Liquidating Dividends, Etc. If the Company at any time while the
Warrant remains outstanding and unexpired makes a distribution of its assets to
the holders of its Common Stock as a dividend in liquidation or by way of return
of capital or other than as a dividend payable out of earnings or surplus
legally available for dividends under applicable law or any distribution to such
holders made in respect of the sale of all or substantially all of the Company's
assets (other than under the circumstances provided for in the foregoing
Sections 2.2 through 2.6), the holder of this Warrant shall be entitled to
receive upon the exercise hereof, in addition to the shares of Common Stock
receivable upon such exercise, and without payment of any consideration other
than the Exercise Price, an amount in cash equal to the value of such
distribution per share of Common Stock multiplied by the number of shares of
Common Stock which, on the record date for such distribution, are issuable upon
exercise of this Warrant (with no further adjustment being made following any
event which causes a subsequent adjustment in the number of shares of Common
Stock issuable upon the exercise hereof), and an appropriate provision therefor
should be made a part of any such distribution. The value of a distribution
which is paid in other than cash shall be determined in good faith by the Board
of Directors.
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CONFIDENTIAL
2.7 ADJUSTMENT OF WARRANT STOCK. Upon each adjustment of the Exercise
Price as provided in Section 2, the holder hereof shall thereafter be entitled
to subscribe for and purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Warrant Stock equal to the product of (i)
the number of shares of Warrant Stock existing prior to such adjustment and (ii)
the quotient obtained by dividing (A) the Exercise Price existing prior to such
adjustment by (B) the new Exercise Price resulting from such adjustment. No
fractional shares of Common Stock shall be issued as a result of any such
adjustment, and any fractional shares resulting from the computations pursuant
to this paragraph shall be eliminated without consideration.
2.8 Notice of Adjustments. Whenever any of the Exercise Price or the
number of securities purchasable under the terms of this Warrant at that
Exercise Price shall be adjusted pursuant to Section 2 hereof, the Company shall
promptly notify the Warrantholder in writing of such adjustment, setting forth
in reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise
Price and number of shares of Common Stock or other securities issuable at that
Exercise Price after giving effect to such adjustment. Such notice shall be
mailed (by first class and postage prepaid) to the registered Warrantholder. In
the event of:
(a) The taking by the Company of a record of the holders of
any class of securities of the Company for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution,
or any right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other right
for which no adjustment is required by the operation of this Section 2,
(b) Any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to any other
person or any consolidation or merger involving the Company for which no
adjustment is required by the operation of this Section 2, or
(c) Any voluntary or involuntary dissolution, liquidation, or
winding-up of the Company,
the Company will mail (by first class and postage prepaid) to the Warrantholder,
at its last address at least ten (10) days prior to the earliest date specified
therein as described below, a notice specifying:
(i) The date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount
and character of such dividend, distribution or right; and
(ii) The date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding-up is expected to become effective and the
record date for determining shareholders entitled to vote thereon.
Failure to give any notice required under this Section 2.8, or any
defect in such notice, shall not affect the legality or validity of the
underlying corporate action taken or transaction entered into by the Company.
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3. FRACTIONAL SHARES.
No fractional shares shall be issued in connection with any exercise of
this Warrant. In lieu of the issuance of such fractional share, the Company
shall make a cash payment equal to the then fair market value of such fractional
share as determined under Section 1.3.
4. RESERVATION OF COMMON STOCK.
The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, a sufficient number of shares of Common
Stock to effect the exercise of the entire Warrant and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the exercise of the entire Warrant, in addition to such other remedies as
shall be available to the holder of this Warrant, the Company will use its
reasonable efforts to take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes.
5. PRIVILEGE OF STOCK OWNERSHIP.
Other than as set forth herein, prior to the exercise of this Warrant
and the issuance to the Warrantholder of certificates representing the resulting
shares of Common Stock, and except as otherwise provided herein, the
Warrantholder shall not be entitled, by virtue of holding this Warrant, to any
rights of a Stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions or be notified of Stockholder
meetings, and such holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company, except as
required by law.
6. LIMITATION OF LIABILITY.
No provision hereof, in the absence of affirmative action by the holder
hereof to purchase the securities issuable under this Warrant, and no mere
enumeration herein of the rights of privileges of the holder hereof, shall give
rise to any liability of such holder for the purchase price or as a Stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
7. TRANSFERS AND EXCHANGES.
This Warrant may be transferred or assigned in whole or in part at any
time or from time to time, provided such transfer complies with (i) all
applicable federal and state securities laws, (ii) the requirements of any
legend on this Warrant, and (iii) any corresponding lock-up period agreed to by
AOL with underwriters to the Company with respect to an IPO, for a period not to
exceed 180 days (or such lesser period as may be requested by the underwriters
in the offering), provided that all officers and directors of the Company agree
to enter into lock-up agreements no less restrictive than the terms outlined
above.
8. PAYMENT OF TAXES.
The Company shall pay all stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of the securities issuable under
this Warrant. The Company shall not be required, however,
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to pay any tax or other charge imposed in connection with any transfer involved
in the issue of any certificate for shares of the securities issuable under
this Warrant in any name other than that of the Warrantholder, and in such
case, the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company's satisfaction that no such tax or other charge is
due.
9. NO IMPAIRMENT OF RIGHTS.
The Company hereby agrees that it will not, through the amendment of
its Certificate of Incorporation or otherwise, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the Warrantholder against impairment.
10. SUCCESSORS AND ASSIGNS.
The terms and provisions of this Warrant shall be binding upon the
Company and the Warrantholder and their respective successors and assigns.
11. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and in case of
loss, theft or destruction, upon receipt of an indemnity or security reasonably
satisfactory to the Company, and upon reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new warrant of
like tenor and dated as of such cancellation, in lieu of this Warrant.
12. SECURITIES LAW MATTERS.
Warrantholder represents to the Company as follows:
(a) the Warrants and Common Stock to be acquired by
Warrantholder pursuant hereto will be acquired for its own account and not with
a view to, or intention of, distribution thereof in violation of the Securities
Act of 1933 (the "SECURITIES ACT") or any applicable state securities laws, and
such securities will not be disposed of in contravention of the Securities Act
or any applicable state securities laws;
(b) the Warrantholder understands that (a) the Warrants and
Common Stock issuable on exercise have not been registered under the Securities
Act, nor qualified under the securities laws of any other jurisdiction, (b) such
securities cannot be resold unless they subsequently are registered under the
Securities Act and qualified under applicable state securities laws, unless the
Company determines that exemptions from such registration and qualification
requirements are available, and (c) this Warrant does not grant the
Warrantholder any right to require such registration or qualification;
(c) Warrantholder is familiar with the term "accredited
investor" as defined in Rule 501 under the Securities Act and investor is an
"accredited investor" within the meaning of such term in Rule 501 under the
Securities Act;
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(d) Warrantholder is sophisticated in financial matters and
the market for Internet companies and is able to evaluate the risks and benefits
of the investment in the Warrants and Common Stock issuable on exercise;
(e) Warrantholder is able to bear the economic risk of its
investment in the Warrants and the Common Stock issuable on exercise for an
indefinite period of time; and
(f) Warrantholder has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
securities and has had full access to such other information concerning the
Company as investor has requested.
13. SATURDAYS, SUNDAYS, HOLIDAYS.
If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall be a Saturday or Sunday
or shall be a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day not a legal holiday.
14. GOVERNING LAW.
This Warrant shall be construed, interpreted, and the rights of the
Company and the Warrantholder determined in accordance with the internal laws of
the State of Delaware, without regard to the conflict of laws provision thereof.
15. BENEFITS OF THIS WARRANT.
Nothing in this Warrant shall be construed to give any person other
than the Company and the registered Warrantholder any legal or equitable right,
remedy or claim.
16. COUNTERPARTS.
This Warrant may be exercised in counterpart with each constitution; an
original and together constituting but one and the same Warrant.
(signature page follows)
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IT WITNESS WHEREOF, The Knot, Inc. has caused this Warrant to be duly
executed and delivered to the Warrantholder identified below on the date first
set forth above.
THE KNOT, INC.
By:
Dated: July ___, 1999
Acknowledged and Accepted:
America Online, Inc.
By:____________________________
Name:
Title:
Address for Notice:
22000 AOL Way
Dulles, VA 20166
Attention: General Counsel
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ELECTION TO PURCHASE
The Knot, Inc.
_____________________
_____________________
Ladies and Gentlemen:
The undersigned hereby elects to purchase, pursuant to the provisions
of the Warrant dated July ___, 1999 held by the undersigned, _________ shares of
the Common Stock of The Knot, Inc., a Delaware corporation.
Payment of the per share purchase price required under such Warrant
[accompanies this Election to Purchase.][shall be made pursuant to the net
exercise provision contained in Section 1.3 of the Warrant.]
The undersigned hereby confirms the representations made in Section 12
of the Warrant are true and correct as of the date of this Election to Purchase.
Dated: ___________________, 200_
___________________________
Print Name of Warrantholder
By_________________________
Address: ___________________________
___________________________