Warrant - priceline.com LLC and William Shatner
Warrant No. 2
NEITHER THIS WARRANT NOR THE UNITS ISSUABLE UPON EXERCISE HEREOF MAY BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
ENCUMBRANCE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS
OF THE SUBSCRIPTION AGREEMENT DATED AS OF MARCH 27, 1998 (A COPY OF WHICH IS
ON FILE WITH PRICELINE.COM LLC (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY")
AND WHICH SHALL BE MAILED TO THE HOLDER HEREOF WITHOUT CHARGE WITHIN FIVE
DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH
HOLDER) AND THE LLC AGREEMENT REFERENCED THEREIN. IN ADDITION TO THE
RESTRICTIONS ON TRANSFER SET FORTH OR REFERRED TO IN SUCH AGREEMENT, NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, HYPOTEHCATION OR OTHER
DISPOSITION OF THIS WARRANT OR THE UNITS ISSUABLE UPON EXERCISE HEREOF MAY BE
MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT
THEREUNDER (THE "ACT"), AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY"
LAWS OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE,
HYPOTEHCATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE ACT
AND, IF REQUIRED BY THE COMPANY. THE COMPANY HAS BEEN FURNISHED WITH AN
OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE
REASONABLY SATISFACTORY TO THE COMPANY, TO THAT EFFECT. THE HOLDER OF THIS
WARRANT, BY ACCEPTANCE HEREOF, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF
THE AFORESAID AGREEMENTS.
PRICELINE.COM LLC
(Organized under the laws of the State of Delaware)
Void after 5:00 p.m., New York City time, on April 8, 2003
Warrant for the Purchase of 100,000 Units
FOR VALUE RECEIVED, PRICELINE.COM LLC, a Delaware limited liability
company (the "Company"), hereby verifies that
-----------------WILLIAM SHATNER---------------
(the "Holder") is entitled, subject to the provisions of this warrant (the
"Warrant"), to purchase from the Company, at any time, or from time to time
during the period commencing at 9:00 a.m. New York City local time on
April 9, 1998 (the "Base Date"), and expiring at 5:00 p.m. New York City
<PAGE>
local time on April 9, 2003 (the "Termination Date") up to ONE HUNDRED
THOUSAND UNITS of the Company at a price of $0.00 per Unit (such exercise
price per unit being hereinafter referred to as the "Exercise Price").
The term "Unit" means the Units of the Company as constituted on the
Base Date, together with any other equity securities that may be issued by
the Company. In addition thereto or in substitution therefor. The number of
Units to be received upon the exercise of this Warrant may be adjusted from
time to time as hereinafter set forth. The Units deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Units."
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Warrant. This Warrant may be exercised in whole or in
part at any time, or from time to time, during the period commencing at 9:00
a.m. New York City local time, on the Base Date and expiring at 5:00 p.m.,
New York City local time, on the Termination Date or if such day is a day on
which banking institutions in the City of New York are authorized by law to
close, then on the next succeeding day that shall not be such a day, by
presentation and surrender hereof to the Company at its principal office with
the Warrant Exercise Form attached hereto duly executed and accompanied by
payment (either in cash or by certified or official bank check, payable to
the order of the Company), of the Exercise Price for the number of Units
specified in such Form and instruments of transfer, if appropriate, duly
executed by the Holder or his or her duly authorized attorney. If this
Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder thereof to purchase the balance of the
Units purchasable hereunder. Upon receipt by the Company of this Warrant,
together with the Exercise Price, in proper form for exercise, the Holder
shall be deemed to be the holder of record of the Units issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then
be closed or that certificates representing such Units shall not then be
actually delivered to the Holder. The Company shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of
the issue or delivery of Units on exercise of this Warrant.
2. Reservation of Units. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all Units or other equity
securities of the Company (and other securities and property) from time to
time receivable upon exercise of this Warrant. All such Units (and other
securities and property) shall be duly authorized and, when issued upon such
exercise, shall be validly issued, fully paid and nonassessable and free of
all preemptive rights.
3. Restrictions Upon Transferability of Warrant and Warrant Stock;
Transfer to Comply with the Securities Act of 1933 and the Subscription
Agreement. Neither this Warrant nor the
2
<PAGE>
Warrant Units issuable upon exercise of this Warrant have been registered
under the Securities Act of 1933, as amended (the "Act"). Holders hereof
and thereof shall be subject to such restrictions upon the sale or other
disposition thereof, all as more fully set forth in or referred to in the
Subscription Agreement of even date herewith between the Company and the
Holder (the "Subscription Agreement") and the Limited Liability Company
Agreement of the Company dated as of July 18, 1997 (as same may be amended,
the "LLC Agreement"). The Subscription Agreement and the LLC Agreement are
incorporated by reference as an integral part of this Warrant.
4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant cannot
be exchanged, transferred or assigned otherwise than in accordance with the
provisions of the Subscription Agreement and the LLC Agreement. If the
provisions of the Subscription Agreement are complied with, upon surrender of
this Warrant to the Company with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the heir,
devisee or assignee named in such instrument of assignment and this Warrant
shall promptly be cancelled.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a Unitholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
6. Redemption. This Warrant is not redeemable by the Company.
7. Adjustment of Number and Kind of Securities Purchasable upon Exercise
of Warrant.
(a) Definitions. As used in this Agreement, the following terms have
the following respective meanings:
(i) "Convertible Securities" means any evidence of indebtedness,
units or other securities directly or indirectly convertible into or
exchangeable for Units.
(ii) "Issue" means to grant, issue, sell assume, or fix a record
date for determining persons entitled to receive, any security (including
Options), whichever of the foregoing is the first to occur.
(b) Unit Distributions. In case at any time the Company shall declare
a dividend or make any other distribution upon any Units of the Company which
is payable in Units or Convertible Securities, any Units or Convertible
Securities, as the case may be, issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without
consideration.
(c) Subdivision or Combination of Units. In case the Company shall at
any time subdivide the outstanding Units into a greater number of Units, the
number of Units issuable upon exercise of this Warrant immediately prior to
such subdivision shall be proportionately increased, and conversely, in case
the outstanding Units shall be combined at any time into a smaller number of
Units, the number of Units issuable upon exercise of this Warrant immediately
prior to such combination shall be proportionately reduced.
3
<PAGE>
(d) Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Company (i) consolidates with or merges into
any other entity and is not the continuing or surviving entity of such
consolidation or merger, or (ii) permits any other entity to consolidate with
or merge into the Company and the Company is the continuing or surviving
Company but, in connection with such consolidation or merger, the Units are
changed into or exchanged for units or other securities of any other entity
or cash or any other assets, or (iii) transfers all or substantially all of
its properties and assets to any other entity, or (iv) effects a
reorganization or reclassification of the equity of the Company in such a way
that holders of Units shall be entitled to receive stock, securities, cash or
assets with respect to or in exchange for Units, then, and in each such case,
proper provision shall be made so that, upon the exercise of this Warrant at
any time after the consummation of such consolidation, merger, transfer,
reorganization or reclassification, each Holder shall be entitled to receive
(at the aggregate Exercise Price in effect for Units issuable upon such
exercise of this Warrant immediately prior to such consummation). In lieu of
Units issuable upon such exercise of this Warrant prior to such consummation,
the stock and other securities, cash and assets to which such Holder would
have been entitled upon such consummation if such Holder had so exercised
this Warrant immediately prior thereto (subject to adjustments subsequent to
such action as nearly equivalent as possible to the adjustments provided for
in this Section 7).
(e) Notice of Adjustments. Whenever the number of Units issuable upon
the exercise of this Warrant is adjusted, as provided in this Section 7, the
Company shall prepare and mail to each Holder a certificate setting forth
(i) the number of Units issuable upon the exercise of this Warrant after such
adjustment, (ii) a brief statement of the facts requiring such adjustment and
(iii) the computation by which such adjustment was made.
(f) No Change of Warrant Necessary. Irrespective of any adjustment in
the number or kind of securities issuable upon exercise of this Warrant,
unless the Holder of this Warrant otherwise requests, this Warrant may
continue to express the same price and number and kind of Units as are
stated in this Warrant as initially Issued.
(g) Certain Adjustment Rules.
(i) The provisions of this Section 7 shall similarly apply to
successive transactions.
(ii) If the Company shall declare any distribution referred to in
Section 7(b) and shall legally abandon such distribution prior to payment,
then no adjustment shall be made pursuant to this Section 7 in respect of
such declaration.
8. Leased. Upon exercise of this Warrant and the issuance of any of the
Warrant Units hereunder, all certificates representing Units shall bear on
the face thereof substantially the legend set forth herein.
9. Applicable Law. This Warrant is issued under and shall for all purposes
be governed by and construed in accordance with the laws of the State of
Connecticut.
4
<PAGE>
10. Notice. Notices and other communications to be given hereunder shall
be given in accordance with the Subscription Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, by its duly authorized officer.
PRICELINE COM LLC
By: /s/ Jay Walker
----------------
Jay Walker
Its President
Dated: April 9, 1998
5
'<PAGE>
WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise to the extent of
purchasing Units of PriceLine.com LLC and hereby makes payment
at the rate of $ per share or an aggregate of $ in payment therefor.
--------------------------
Name of Registered Holder
--------------------------
Signature
---------------------------
Signature, if held jointly
---------------------------
Date
INSTRUCTIONS FOR ISSUANCE OF UNITS
(If other than to the registered holder of the within warrant)
Name
-------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
----------------------------------------------------------------------
------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number
----------------------------
ASSIGNMENT FORM
The Holder hereby assigns and transfer unto
Name
------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
----------------------------------------------------------------------
------------------------------------------------------------------------------
the right to purchase Units of PriceLine.com LLC represented by this Warrant
to the extent of Units as to which such right is exercisable and does
hereby irrevocably constitute and appoint Attorney, to
transfer the same on the books of the Company with full power of substitution
in the premises.
DATED:
------------------------- -------------------------------
Name of Registered Holder
--------------------------------
Signature
--------------------------------
Signature, if held jointly
6