Common Stock Warrant Certificate - The Knot Inc. and QVC Interactive Holdings LLC
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED
UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR UNLESS
AN OPINION OF COUNSEL SATISFACTORY TO ISSUER IS OBTAINED TO THE EFFECT
THAT SUCH SALE, TRANSFER, OR ASSIGNMENT IS EXEMPT FROM THE REGISTRATION
PROVISIONS OF THE ACT
THE KNOT, INC.
COMMON STOCK WARRANT CERTIFICATE
Certificate No.: 1 Date: April 13, 1999
FOR VALUE RECEIVED, THE KNOT, INC., a Delaware corporation
(the "Corporation"), hereby grants to QVC Interactive Holdings, LLC, a Delaware
corporation, or its registered assigns (the "Warrant Holder") this warrant
certificate (this "Warrant") to purchase, in accordance with the terms set forth
herein, ONE MILLION SEVEN HUNDRED THOUSAND (1,700,000) shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock") at a
price per share equal to $5.00 (the "Exercise Price").
This Warrant is issued pursuant to that certain Series B
Preferred Stock Purchase Agreement, dated as of the date hereof (the "Purchase
Agreement"), by and between the Corporation and the Warrant Holder. Each
capitalized term used in this Warrant but not otherwise defined herein has the
meaning given to such term in the Purchase Agreement.
This Warrant is subject to the following provisions:
Section 1. Warrant Terms.
(a) This Warrant is for the purchase of shares of ONE MILLION
SEVEN HUNDRED THOUSAND (1,700,000) shares of Common Stock at the Exercise Price,
as such price may be adjusted from time to time under the terms hereof.
(b) This Warrant shall expire at 5:00 p.m., E.S.T., on the
second anniversary of the date that this Warrant is exercisable (the "Expiration
Date"); provided, however, that in the event that at any time the Warrant Holder
is not able to exercise this Warrant as a result of the limitations set forth in
Section 3 of the Investors' Rights Agreement, then Expiration Date shall be
extended by the amount of time the Warrant Holder was prevented from exercising
this Warrant.
Section 2. Anti-dilution Provisions. In order to prevent
dilution of the purchase rights granted under Section 1 hereof, the Exercise
Price shall be subject to adjustment from time to time pursuant to this Section
2.
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(a) Exercise Price. If and whenever the Corporation issues or
sells, or in accordance with Section 2(b) hereof is deemed to have issued or
sold, any shares of its Common Stock for a consideration per share less than
$3.75, then immediately upon such issue or sale the Exercise Price shall be
reduced or sale to the price determined by dividing (i) an amount equal to the
sum of (x) the number of shares of Common Stock outstanding immediately prior to
such issue or sale on a fully diluted and converted basis multiplied by the then
existing Exercise Price and (y) the consideration, if any, received by the
Corporation upon such issue or sale, by (ii) the total number of shares of
Common Stock outstanding immediately after such issue or sale on a fully diluted
and converted basis; provided however the restrictions contained herein shall
not apply to (i) options issued or issuable pursuant to the Company's stock
option plan up to 1,849,868 or such greater number as authorized by the Board of
Directors or (ii) the conversion of the issued and outstanding Series A
Preferred Stock (unless the exercise or conversion price of such options or
Series A Preferred Stock is amended after the date hereof).
(b) Effect on Exercise Price of Certain Events. For purposes
of determining the adjusted Exercise Price under Section 2(a), the following
shall be applicable:
(1) If the Corporation in any manner grants or sells
(whether directly or by assumption in a merger or otherwise)
any Options (as defined in Section 2(g)) and the price per
share for which Common Stock is issuable upon the exercise of
such Options, or upon conversion or exchange of any
Convertible Securities (as defined in Section 2(g)) issuable
upon exercise of such Options, is less than (A) the Exercise
Price in effect immediately prior to the time of the granting
or sale of such Options or (B) the Market Price determined as
of such time, then the total maximum number of shares of
Common Stock issuable upon the exercise of such Options or
upon conversion or exchange of the total maximum amount of
such Convertible Securities issuable upon the exercise of such
Options shall be deemed to be outstanding and to have been
issued and sold by the Corporation at the time of the granting
or sale of such Options for such price per share. For purposes
of this paragraph, the "price per share for which Common Stock
is issuable" shall be determined by dividing (A) the total
amount, if any, received or receivable by the Corporation as
consideration for the granting or sale of such Options, plus
the minimum aggregate amount of additional consideration
payable to the Corporation upon exercise of all such Options,
plus in the case of such Options which relate to Convertible
Securities, the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the
issuance or sale of such Convertible Securities and the
conversion or exchange thereof, by (B) the total maximum
number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such
Options. No further adjustment of the Exercise Price shall be
made when Convertible Securities are actually issued upon the
exercise of such Options or when Common Stock is actually
issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.
(2) Issuance of Convertible Securities. If the
Corporation in any manner issues or sells any Convertible
Securities and the price per share for
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which Common Stock is issuable upon conversion or exchange
thereof is less than the Exercise Price in effect immediately
prior to the time of such issue or sale then the maximum
number of shares of Common Stock issuable upon conversion or
exchange of such Convertible Securities shall be deemed to be
outstanding and to have been issued and sold by the
Corporation at the time of the issuance or sale of such
Convertible Securities for such price per share. For the
purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A)
the total amount received or receivable by the Corporation as
consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the
conversion or exchange thereof, by (B) the total maximum
number of shares of Common Stock issuable upon the conversion
or exchange of such Convertible Securities, and if any such
issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustments of the Exercise
Price had been or are to be made pursuant to other provisions
of this Section 2, no further adjustment of the Exercise Price
shall be made by reason of such issue or sale.
(3) Change in Option Price or Conversion Rate. If the
purchase price provided for with respect to the Options, the
additional consideration, if any, payable upon the conversion
or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or
exchangeable for Common Stock changes at any time, the
Exercise Price in effect at the time of such change shall be
immediately adjusted to the Exercise Price which would have
been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed
purchase price, additional consideration or conversion rate,
as the case may be, at the time initially granted, issued or
sold For purposes of this Section 2(b), if the terms of any
Option or Convertible Security which was outstanding as of the
date of issuance of this Warrant are changed in the manner
described in the immediately preceding sentence, then such
Option or Convertible Security and the Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall
deemed to have been issued as of the date of such change.
(4) Treatment of Expired Options and Unexercised
Convertible Securities. Upon the expiration of any Option or
the termination of any right to convert or exchange any
Convertible Security without the exercise of any such Option
or right, the Exercise Price then in effect hereunder shall be
adjusted immediately to the Exercise Price which would have
been in effect at the time of such expiration or termination
had such Option or Convertible Security, to the extent
outstanding immediately prior to such expiration or
termination, never been issued. For purposes of this Section
2(b), the expiration or termination of any Option or
Convertible Security which was outstanding as of the date of
issuance of this Warrant shall not cause the Exercise Price to
be adjusted unless, and only to the extent that, a change in
the terms of such Option or Convertible Security caused it to
be deemed to have been issued after the date of issuance of
such Warrant.
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(5) Calculation of Consideration Received. If any
Common Stock, Option or Convertible Security is issued or sold
or deemed to have been issued or sold for cash, the
consideration received therefor shall be deemed to be the
amount received by the Corporation therefor (net of discounts,
commissions and related expenses). If any Common Stock, Option
or Convertible Security is issued or sold for consideration
other than cash, the amount of the consideration other than
cash received by the Corporation shall be the fair value of
such consideration. If any Common Stock, Option or Convertible
Security is issued to the owners of the non-surviving entity
in connection with any merger in which the Corporation is the
surviving corporation, the amount of consideration therefor
shall be deemed to be the fair value of such portion of the
net assets and business of the non-surviving entity as is
attributable to such Common Stock, Option or Convertible
Security, as the case may be. The fair value of any
consideration other than cash and securities shall be
determined jointly by the Corporation and the Warrant Holder.
If such parties are unable to reach agreement within a
reasonable period of time, the fair value of such
consideration shall be determined by an independent appraiser
experienced in valuing such type of consideration jointly
selected by the Corporation and the Warrant Holder. The
determination of such appraiser shall be final and binding
upon the parties, and the fees and expenses of such appraiser
shall be borne by the Corporation.
(6) Integrated Transactions. In case any Option is
issued in connection with the issue or sale of other
securities of the Corporation, together comprising one
integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of
$.01.
(7) Treasury Shares. The number of shares of Common
Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Corporation or any
Subsidiary (as defined in Section 2(g)) hereof, and the
disposition of any shares so owned or held shall be considered
an issue or sale of Common Stock.
(8) Record Date. If the Corporation takes a record of
the warrant holders of Common Stock for the purpose of
entitling them (a) to receive a dividend or other distribution
payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be deemed
to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration
of such dividend or upon the making of such other distribution
or the date of the granting of such right of subscription or
purchase, as the case may be.
(c) Subdivision or Combination of Common Stock. If the
Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced, and if
the
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Corporation at any time combines (by reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination shall
be proportionately increased.
(d) Reorganization, Reclassification. Consolidation. Merger or
Sale. Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the warrant
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, is referred to herein as an "Organic Change." Prior
to the consummation of any Organic Change, the Corporation shall make
appropriate provisions (in form and substance satisfactory to the Warrant
Holder) to insure that the Warrant Holder shall thereafter have the right to
acquire and receive, in lieu of or in addition to (as the case may be) the
shares of Common Stock immediately theretofore acquirable and receivable upon
the exercise of this Warrant, such shares of stock, securities or assets as such
Warrant Holder would have received in connection with such Organic Change if
such Warrant Holder had exercised this Warrant immediately prior to such Organic
Change, without giving effect to the restriction set forth in Section 3(a) of
the Investors' Rights Agreement. (For the avoidance of doubt, the immediately
preceding phrase addressing the effect of Section 3(a) of the Investors' Rights
Agreement on this Warrant shall mean that in the event of an Organic Change,
adjustment shall be made to the number of shares subject to the Warrant and the
exercise price for such shares in direct proportion to changes made to the
Common Stock of the Company. Such phrase shall not be construed to effect the
applicability of Section 3(a) of the Investors' Rights Agreement.) In each such
Organic Change, the Corporation shall also make appropriate provisions (in form
and substance satisfactory to the Warrant Holder) to insure that the provisions
of this Section 2 shall thereafter be applicable to this Warrant (including, in
the case of any such consolidation, merger or sale in which the successor entity
or purchasing entity is other than the Corporation, an immediate adjustment of
the Exercise Price to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and a corresponding immediate adjustment in
the number of shares of Common Stock acquirable and receivable upon exercise of
this Warrant, if the value so reflected is less than the Exercise Price in
effect immediately prior to such consolidation, merger or sale). The Corporation
shall not effect any such consolidation, merger or sale, unless prior to the
consummation thereof, the successor entity (if other than the Corporation)
resulting from consolidation or merger or the entity purchasing such assets
assumes by written instrument (in form and substance satisfactory to the Warrant
Holder), the obligation to deliver to each such Warrant Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such Warrant Holder may be entitled to acquire.
(e) Certain Events. If any event occurs of the type
contemplated by the provisions of this Section 2, but not expressly provided for
by such provisions (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity features)
other than the grant of options to purchase Common Stock pursuant to the
Corporation's Stock Option Plan, the Corporation shall make an appropriate
adjustment in the Exercise Price so as to protect the rights of the Warrant
Holder; provided that no such adjustment shall increase the Exercise Price as
otherwise determined pursuant to this Section 2 or decrease the number of shares
of Common Stock issuable upon exercise of this Warrant.
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(f) Notices. Immediately upon any adjustment of the Exercise
Price, the Corporation shall give written notice thereof to the Warrant Holder,
setting forth in reasonable detail and certifying the calculation of such
adjustment. The Corporation shall give written notice to the Warrant Holder at
least twenty (20) days prior to the date on which the Corporation closes its
books or takes a record (i) with respect to any dividend or distribution upon
Common Stock, (ii) with respect to any pro rata subscription offer to warrant
holders of Common Stock or (iii) for determining rights to vote with respect to
any Organic Change, dissolution or liquidation. The Corporation shall also give
written notice to the Warrant Holder at least twenty (20) days prior to the date
on which any Organic Change shall take place.
(g) Definitions.
"Common Stock Deemed Outstanding" means, at any given time,
the number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common Stock deemed to be outstanding pursuant to Sections
2(b)(1) and 2(b)(2) hereof whether or not the Options or Convertible Securities
are actually exercisable at such time.
"Convertible Securities" means any stock or securities of the
Corporation directly or indirectly convertible into or exchangeable for Common
Stock.
"Investors' Rights Agreement" means the Second Amended and
Restated Investors' Rights Agreement dated as of April 13, 1999 by and among the
Corporation and the parties listed on the signature pages attached thereto.
"Options" means any rights, warrants or options to subscribe
for or purchase Common Stock or Convertible Securities other than options
granted pursuant to the 1997 Stock Option Plan or any other plan approved by the
Warrant Holder.
"Qualified Public Offering" means the consummation of a firm
commitment underwritten public offering with a per share price greater than
$7.50 (subject to adjustment in the same fashion as the conversion prices set
forth in Section 4(d) of the Amended and Restated Certificate of Incorporation
of the Corporation) and aggregate proceeds in excess of $10,000,000.
"Series B Preferred Stock Purchase Agreement" means the Series
B Preferred Stock Purchase Agreement dated as of April 13, 1999 by and among the
Corporation and the parties listed on the signature pages attached thereto.
"Subsidiary" means, with respect to the Corporation, any
corporation, limited liability company, partnership, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by the Corporation
or one or more of the other Subsidiaries of the Corporation or a combination
thereof, or (ii) if a limited liability company, partnership, association or
other business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
the Corporation or one or more Subsidiaries of the Corporation or a combination
thereof For purposes hereof, the Corporation shall be deemed to have a majority
ownership interest in a
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limited liability company, partnership, association or other business entity if
the Corporation shall be allocated a majority of limited liability company,
partnership, association or other business entity gains or losses or shall be or
control the managing general partner of such limited liability company,
partnership, association or other business entity.
Section 3. Exercise of Warrant.
(a) Exercise Rights. The Warrant Holder shall have the right
to exercise all or a portion of this Warrant upon the first to occur of the
following events (each, an "Exercise Date"):
(i) the disposition of Common Stock pursuant to a
Qualified Public Offering;
(ii) simultaneously with the closing of an
acquisition in a transaction or series of transactions; beneficially or of
record of shares that results in the transfer of fifty (50%) or more of the
outstanding voting power of the Corporation;
(iii) simultaneously with the closing of a sale of
all or substantially all of the assets of the Corporation; or
(iv) the fourth anniversary of the issuance of this
Warrant.
This Warrant is only exercisable pursuant to Sections 3(a)(ii)
or 3(a)(iii) if the Warrant Holder has voted its voting capital stock in favor
of such transaction, to the extent a vote of the shareholders of the Company is
necessary to permit the consummation of the transactions contemplated by
Sections 3(a)(ii) or 3(a)(iii), respectively. The voting obligation of the
Warrant Holder described in the preceding sentence shall only apply in the event
that the Company has already received the minimum number of votes necessary to
authorize the transactions contemplated by Sections 3(a)(ii) or 3(a)(iii). The
Warrant Holder acknowledges the right to exercise this Warrant pursuant to
Section 3(a)(ii) is subject to the restrictions set forth in Section 3(b) of the
Investors' Rights Agreement.
(b) Exercise Procedure: The Warrant Holder may exercise all or
a portion of this Warrant at any time and from time to time commencing after
9:00 a.m., E.S.T., on the Exercise Date and shall be so exercisable until 5:00
p.m., E.S.T. on the Expiration Date by surrendering at the principal office of
the Corporation this Warrant and a completed Exercise Agreement (substantially
in the form of Exhibit A attached hereto) and by paying the Exercise Price by
check or wire transfer to an account designated by the Corporation as to the
number of shares of Common Stock as to which the Warrant is being exercised (the
"Exercise Amount") and receiving in exchange therefor the number of shares of
Common Stock equal to the Exercise Amount.
(c) Certificates for shares of Common Stock acquired through
exercise of this Warrant shall be delivered by the Corporation to the Warrant
Holder within five (5) business days after receipt by the Corporation of the
items required by Section 3(a) for the respective method or methods of exercise.
Unless this Warrant has expired or all of the purchase rights represented hereby
have been exercised, the Corporation shall prepare a new Warrant,
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substantially identical hereto, representing the rights formerly represented by
this Warrant which have not expired or been exercised and shall, within such
five-day period, deliver such new Warrant to such Warrant Holder.
(d) The Common Stock issuable upon exercise of this Warrant
shall be deemed to have been issued to the Warrant Holder on the date by which
the Corporation receives the completed Exercise Agreement and payment of the
Exercise Price, if any, and the Warrant Holder shall be deemed for all purposes
to have become the record Warrant Holder of such Common Stock on such date.
(e) The issuance of certificates for shares of Common Stock
upon exercise of this Warrant shall be made without charge to the Warrant Holder
for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such exercise and the related issuance of shares
of Common Stock.
(f) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of issuance upon exercise of this Warrant, such number of shares of
Common Stock as are issuable upon exercise of this Warrant. All such shares of
Common Stock shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
take all such actions as may be necessary to assure that all such shares of
Common Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed (except for official notice of
issuance which shall be immediately delivered by the Corporation upon each such
issuance). In addition, prior to the issuance of any Common Stock upon an
exercise of this Warrant, the Company shall at its expense procure the listing
of such Common Stock which shall be issued upon exercise of this Warrant as then
may be required on all stock exchanges or interdealer quotation systems on which
the Common Stock is then listed and shall maintain such listing if and so long
as any shares of the Common Stock shall be listed on such stock exchanges or
interdealer quotation systems.
Section 4. Warrant Transferable. Subject to the transfer
conditions referred to in the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in whole or in part, without charge to the
Warrant Holder; upon surrender of this Warrant with a properly executed
Assignment (substantially in the form of Exhibit B hereto) at the principal
office of the Corporation; provided, however, that such transferee agrees to be
bound by the provisions set forth in the Investors' Rights Agreement.
Section 5. Warrant Exchangeable for Different Denominations.
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder at
the principal office of the Corporation, for new warrants, substantially
identical hereto, representing in the aggregate the rights formerly represented
by this Warrant, and each of such new warrants shall represent such portion of
such rights as is designated by the Warrant Holder at the time of such
surrender. The date the Corporation initially issues this Warrant shall be the
date of issuance of such new warrants regardless of the number of times new
certificates representing the unexpired and unexercised rights formerly
represented by this Warrant shall be issued.
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Section 6. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the Warrant Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided, that if such Warrant Holder is a financial institution or
other institutional investor its own agreement shall be satisfactory), or, in
the case of any such mutilation upon surrender of such certificate, the
Corporation shall (at its expense) execute and deliver in lieu of such
certificate a new certificate, substantially identical hereto, representing the
rights represented by such lost, stolen, destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate; the
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses and charges payable in connection with the preparation, execution, and
delivery of warrants pursuant to Sections 4, 5 and 6.
Section 7. Successors and Assigns. This instrument is intended
to bind and inure to the benefit of and be enforceable by the Warrant Holder and
its respective heirs, successors and assigns.
Section 8. Amendment and Waiver. Except as otherwise provided
herein, the provisions of this Warrant may be amended only if the Corporation
has obtained the written consent of the Warrant Holder.
Section 9. Descriptive Headings; Governing Law. The
descriptive headings of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. The corporate laws of the State of
Delaware will govern all questions concerning the relative rights of the
Corporation and its stockholders. All other questions concerning the
construction, validity and interpretation of this Warrant will be governed by
the domestic substantive laws of the State of New York without giving effect to
any choice of law or conflicts of law provision or rule that would cause the
application of the domestic substantive laws of any other jurisdiction. Any
action to enforce the terms of this Warrant may be brought in a New York State
or United States Federal District Court located in the City of New York, and the
Warrant Holder and the Corporation hereby irrevocably consents to the
jurisdiction of any such court over its person, and waives any defenses based
upon improper venue, inconvenient forum or lack of jurisdiction.
Section 10. Complete Agreement; Severability. Except as
otherwise expressly set forth herein, this Warrant, the Series B Preferred Stock
Purchase Agreement and any other agreement or instrument executed by the parties
and contemplated by the Series B Preferred Stock Purchase Agreement embodies the
complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way. In case any provision
of this warrant shall be invalid, illegal or unenforceable, such invalidity,
illegality, or unenforceability shall not in any way affect or impair any other
provision of this Agreement.
Section 11. Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been received (a) upon hand delivery (receipt acknowledged) or
delivery by telex (with correct answer back received), telecopy or facsimile
(with transmission confirmation report) at the address or number
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designated below (if received by 8:00 E.S.T.), or the first business day
following such delivery (if delivered after 8:00 E.S.T.) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be
those as set forth on the signature pages attached hereto, or such other address
as may be designated in writing hereafter, in the same manner, by such parties.
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IN WITNESS WHEREOF, the Corporation has caused this Warrant to
be signed and attested by its duly authorized officer and to be dated the date
of issuance hereof.
THE KNOT, INC.
By: /s/ David Liu
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Name: David Liu
Title: President and Chief Executive Officer
Attest:
/s/ Michael Wolfson
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Name: Michael Wolfson
Title: Secretary