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Published: 2008-03-26

Co-Sale Agreement - InfoSpace Inc. and Naveen Jain



                                    FORM OF

                                INFOSPACE, INC.

                               CO-SALE AGREEMENT

     This Co-Sale Agreement (the "Co-Sale Agreement") is entered into as of May
21, 1998, by and among InfoSpace, Inc., a Delaware corporation (the "Company"),
____________________ (the "Investor"), and Naveen Jain (the "Founder").

                                    RECITALS

     A.  Pursuant to that certain Common Stock and Common Stock Warrant Purchase
Agreement dated as of the date hereof (the "Purchase Agreement"), the Investor
is purchasing:  (i) __________ shares of the common stock of the Company, par
value $.0001 per share (the "Common Stock") and (ii) three Warrants to purchase
up to __________ shares of Common Stock.

     B.  The execution and delivery of this Agreement is a condition to the
Closing under the Purchase Agreement.

                                   AGREEMENTS

    Now, therefore, in consideration of the mutual promises and covenants
hereinafter set forth, the Company, the Investor and the Founder hereby agree as
follows:

1.   RIGHT OF CO-SALE

     1.1  SALES BY FOUNDER

     In the event that the Founder proposes to sell, assign, transfer or
otherwise convey any shares of Common Stock or securities convertible into,
exchangeable for or exercisable for Common Stock ("Co-Sale Securities"), the
Founder shall offer in writing to the Investor the right to participate in such
sale on the same terms and conditions available to the Founder if, immediately
prior to or as a result of such proposed sale, the Founder has transferred or
would transfer more than 2,250,000 shares of Co-Sale Securities (such amount of
Co-Sale Securities, as adjusted to reflect any stock split, stock dividend or
recapitalization of the Company and subject to Section 1.4 hereof, the "Co-Sale
Cap").  Upon written notice to the Founder within fifteen (15) days of receipt
by the Investor of notification from the Founder of the proposed sale, the
Investor may sell that number of shares of Co-Sale Securities equal to (a) the
lesser of (i) the total number of shares to be sold in the transaction or (ii)
the difference between the total number of shares of Co-Sale Securities the
Founder would have transferred after the proposed sale and the Co-Sale

 
Cap, multiplied by (b) a fraction, the numerator of which is the number of
shares of Co-Sale Securities held by the Investor and the denominator of which
is the number of shares of Co-Sale Securities held by the Investor plus the
Founder. To the extent the Investor exercises such right of participation, the
number of shares of Co-Sale Securities that the Founder may sell in the
transaction shall be correspondingly reduced. For purposes of this Section 1.1,
the number of shares of Co-Sale Securities other than Common Stock shall be that
number of shares of Common Stock the Co-Sale Securities are convertible into,
exchangeable for, or exercisable for.

     1.2  LIMITATIONS ON RIGHT OF CO-SALE

     Section 1.1 of this Agreement shall not apply (and the amount of Co-Sale
Securities so transferred shall not be included in determining whether the
Founder has transferred Co-Sale Securities in excess of the Co-Sale Cap) where
the sale, assignment, transfer or other conveyance of Co-Sale Securities by the
Founder is:  (a) to the Founder's spouse or former spouse, parents, or children
or other members of the Founder's family (including relatives by marriage), or
to a custodian, trustee or other fiduciary for the benefit of the Founder or
members of his family or to a family limited partnership, limited liability
company or other entity or person in connection with a bona fide estate planning
transaction; (b) by way of bequest or inheritance upon death; (c) to the
Company; (d) by way of a bona fide gift or (e) by way of any pledge of Co-Sale
Securities made by the Founder pursuant to a bona fide loan transaction with an
established financial institution that creates a mere security interest;
provided, however, that any transferees pursuant to this Section 1.2 shall
receive and hold such Co-Sale Securities subject in all respects to the
provisions of this Agreement, and that there shall be no further transfer of
such shares except in accordance herewith.

     1.3  TERMINATION OF CO-SALE RIGHT

     The Co-Sale Right set forth in this Agreement shall terminate and be of no
further force and effect immediately upon the earliest of:

          (a) the closing of an initial firm commitment underwritten public
offering of the Company's Common Stock pursuant to an effective registration
statement on Form S-1 under the Securities Act of 1933, as amended, covering the
offer and sale of Common Stock by the Company to the public at an aggregate
offering price of at least $35,000,000 and a per share offering price to the
public at least equal to six dollars ($6.00) (appropriately adjusted to reflect
any stock split, stock dividend or recapitalization of the Company);

          (b) the acquisition of all or substantially all the assets or stock of
the Company or the merger of the Company with or into any other entity in which
a change of control of the Company occurs; or

                                      -2-

 
          (c) ten years after the date of this Agreement.

2.   PROHIBITED TRANSFERS

     2.1  TREATMENT OF PROHIBITED TRANSFERS

     In the event the Founder sells any Co-Sale Securities of the Company in
contravention of the participation rights of the Investor under this Agreement
(a "Prohibited Transfer"), the Investor, in addition to such other remedies as
may be available at law, in equity or hereunder, shall have the put option
provided in Section 2.2 below, and the Founder shall be bound by the applicable
provisions of such put option.

     2.2  PUT OPTION

     In the event of a Prohibited Transfer, the Investor shall have the right to
sell to the Founder, and, if such right is exercised, the Founder shall have the
obligation to purchase from the Investor, a number of shares of Common Stock of
the Company (either directly or through delivery of Co-Sale Securities) equal to
the number of shares the Investor would have been entitled to transfer to the
purchaser in the Prohibited Transfer pursuant to the terms hereof.  Such sale
shall be made on the following terms and conditions:

          (a) The price per share at which the shares are to be sold to the
Founder shall be equal to the price per share paid by the purchaser to the
Founder in the Prohibited Transfer.  The Founder shall also reimburse the
Investor for any and all reasonable fees and expenses, including legal fees and
expenses, promptly following demand therefor, incurred pursuant to the exercise
or the attempted exercise of the Investor's rights under this Section 2.

          (b) In order to exercise the put option created under this Section 2,
the Investor must, within 20 days after the later of the date on which the
Investor (i) received notice from the Founder of the Prohibited Transfer or (ii)
otherwise become aware of the Prohibited Transfer, deliver to the Founder the
certificate or certificates representing shares to be sold, each certificate to
be properly endorsed for transfer.

          (c) The Founder shall, upon receipt of the certificate or certificates
for the shares to be sold by the Investor, pursuant to Section 2.2(b), promptly
pay the aggregate purchase price therefor and the amount of reimbursable fees
and expenses, as specified in Section 2.2(a), by certified check or bank draft
made payable to the order of the Investor.

                                      -3-

 
3.   MISCELLANEOUS

     3.1  GOVERNING LAW

     This Agreement shall be governed in all respects by and construed in all
respects in accordance with the laws of the State of Washington, without regard
to the conflicts of laws provisions of such State.

     3.2  SUCCESSORS AND ASSIGNS

     Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs,
transferees, executors and administrators of the parties hereto.  Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

     3.3  ENTIRE AGREEMENT

     This Agreement constitutes the full and entire understanding and agreement
between the parties hereto with regard to the subject matter hereof and
supersedes any prior or contemporaneous agreements or understandings with
respect thereto.

     3.4  AMENDMENT AND WAIVER

     This Agreement, or any provision hereof, may be amended or waived only in
writing signed by the Company, the Founder and the Investor, and any amendment
or waiver so approved shall be binding upon the Founder and Investor (including
the transferee of any Founder or the Investor).

     3.5  NOTICES, ETC.

     All notices and other communications required or permitted hereunder shall
be in writing and shall be mailed by first class mail, postage prepaid, or
otherwise delivered by hand or by messenger, facsimile or courier, addressed (a)
if to the Investor, at the Investor's address set forth on the signature page
hereto, or at such other address as the Investor shall have furnished to the
Company and the Founder in writing, with a copy to Greg F. Adams, Davis Wright
Tremaine, 2600 Century Square, 1501 Fourth Avenue, Seattle, WA  98101, (b) if to
the Founder, at the address as it appears on the books of the Company or at such
other address as the Founder shall have furnished the Company and the Investor
in writing, or (c) if to the Company, at
its principal executive office, attention President, or at such other address as
the Company shall have furnished to the Investor and the Founder, with a copy to
Charles J. Katz, Jr., Perkins Coie, 1201 Third Avenue, 40th Floor, Seattle, 

                                      -4-

 
WA 98101. If notice is provided by mail, it shall be deemed to be given three
(3) business days after proper deposit in the U.S. Mail, and if notice is given
by hand or by messenger, facsimile or courier, it shall be deemed to be given
upon receipt.

     3.6  SEVERABILITY

     In the event that any provision of this Agreement is held to be
unenforceable under applicable law, this Agreement shall continue in full force
and effect without said provision and shall be enforceable in accordance with
its terms.

     3.7  TITLES AND SUBTITLES

     The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.

     3.8  COUNTERPARTS

     This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.

     3.9  NO ADVERSE EFFECT

     Failure of the Investor to exercise a right under Section 1 or Section 2 of
this Agreement shall not adversely affect the Investor's rights upon subsequent
sales or proposed sales by the Founder.

     3.10  LEGENDED CERTIFICATES

     Each certificate representing shares of the Co-Sale Securities of the
Company or issued to any permitted transferee pursuant to Section 1.2 shall be
endorsed with the following legend:

          "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
          OF A CERTAIN CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE
          CORPORATION AND A CERTAIN HOLDER OF COMMON STOCK OF THE CORPORATION.
          COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
          SECRETARY OF THE CORPORATION."

     The foregoing legend shall be removed upon termination of this Co-Sale
Agreement in accordance with the provisions of Section 1.3.

                                      -5-

 
     IN WITNESS WHEREOF, the parties have executed this Co-Sale Agreement as of
the date first above written.

                              INFOSPACE, INC.
                              


                              By: _____________________________________
                                  Naveen Jain, President and Chief
                                  Executive Officer


                              FOUNDER:



 
                              _________________________________________
                              Naveen Jain


                              INVESTOR:

                              ACORN VENTURES-IS, LLC


                              By: _____________________________________
                              Name: ___________________________________
                              Title: __________________________________


                              Tax I.D. No.: ___________________________


                              Address:  1309 - 114th Avenue SE
                                        Suite 200
                                        Bellevue, WA  98004



                                        

                                        
                     [SIGNATURE PAGE FOR CO-SALE AGREEMENT]

                                      -6-

 
                                 INVESTOR LIST


Acorn Ventures-IS, LLC            1,875,000 shares of Common Stock

                                  Three Common Stock Purchase Warrants to
                                  purchase up to 3,375,457 shares

Kellett Partners LLP              325,000 shares of Common Stock

                                  Three Common Stock Purchase Warrants to
                                  purchase up to 460,561 shares

John and Carolyn Cunningham       62,500 shares of Common Stock
                                  Three Common Stock Purchase Warrants to
                                  purchase up to 153,521 shares

                                      -7-



 TYPE:  EX-10.10
 SEQUENCE:  14
 DESCRIPTION:  FORM OF COMMON STOCK WARRANT



 
                                                                   EXHIBIT 10.10
 
NEITHER THE SECURITY EVIDENCED BY THIS WARRANT NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE LAW, AND NO INTEREST HEREIN OR THEREIN MAY
BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
(B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF SAID
SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES
ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

No. W-__                                                WARRANT TO PURCHASE
ISSUED:  May 21, 1998                                  __________ SHARES OF
VOID AFTER:  May 21, 2008                                      COMMON STOCK

                                    FORM OF

                                INFOSPACE, INC.

                         COMMON STOCK PURCHASE WARRANT

     THIS IS TO CERTIFY that, for $___________, the receipt of which is hereby
acknowledged, and subject to the terms and conditions hereof,
_______________________, or such person to whom this Warrant is transferred
pursuant to Section 7 hereof (the "Holder"), is entitled, at any time on or
after the date hereof but not later than 5:00 p.m., Seattle time, on May 21,
2008 (the "Exercise Period"), subject to the provisions hereof, to purchase in
whole or from time to time in part up to __________ fully paid and nonassessable
shares of Common Stock (the "Common Stock"), $.0001 par value per share, of
INFOSPACE, INC., a Delaware corporation (the "Company"), at the price of [$2.00]
[$3.00] [$5.00] per share (the "Exercise Price") (such number of shares subject
to this Warrant ("Warrant Stock") and such Exercise Price being subject to
adjustment as provided herein).

1.   EXERCISE

     1.1  PROCEDURE FOR EXERCISE

     Notwithstanding any other provision of this Warrant, this Warrant may be
exercised only with respect to shares of Warrant Stock, if any, as to which the
Repurchase Option (as defined in Section 1.3 below) shall have terminated and
ceased to apply ("Eligible Shares").  Subject to the foregoing, this Warrant may
be exercised at any time during the Exercise Period in whole or part by
delivering to the Company (a) the form of Exercise Notice attached hereto duly
completed and executed by the Holder, (b) this Warrant certificate, and (c) a
bank cashier's check payable to the Company in the amount of the Exercise Price
multiplied by the

 
number of shares for which this Warrant is being exercised (the "Purchase
Price").  The Holder will be deemed to be the holder of record of the Eligible
Shares as to which the Warrant was exercised in accordance with this Warrant,
effective at the close of business, Seattle time, on the date such exercise is
completed and all documents specified above are delivered to the Company.

     1.2  NET EXERCISE

     Notwithstanding the payment provisions set forth above, the Holder may
elect to exercise this Warrant, subject to the limitations set forth in the
first sentence of Section 1.1 above, by converting this Warrant into Eligible
Shares as provided in this Section 1.2, such election to be effected by
surrender of this Warrant at the principal office of the Company, together with
the Notice of Exercise indicating such election, in which case the Company shall
issue to the Holder the number of Eligible Shares determined as follows:


                           X =     Y (A-B)
                                 -----------
                                      A

Where:  X = the number of Eligible Shares to be issued
        Y = the number of Eligible Shares as to which the Warrant is being 
            exercised
        A = the Fair Market Value (as defined below) of one (1) share of 
            Warrant Stock
        B = the Exercise Price

     For purposes of the above calculation, the Fair Market Value of a share of
Warrant Stock shall be determined in good faith by the Board of Directors of the
Company (the "Board"); provided, however, that if a public market for the Common
Stock exists at the time of such exercise, then such Fair Market Value shall be
deemed to be equal to the average of the closing bid and asked prices of the
Common Stock as quoted in the Over-the-Counter Market Summary or the last
reported sale price of the Common Stock or the closing price quoted on the
Nasdaq National Market System or on any exchange on which the Common Stock is
then listed, whichever is applicable, for the five (5) trading days prior to the
date of exercise of this Warrant.  Notwithstanding the foregoing, in the event
this Warrant is exercised in connection with the Company's initial public
offering of Common Stock, the Fair Market Value per share shall be deemed to be
equal to the per share offering price to the public of the Company's initial
public offering.

                                       2

 
     1.3   REPURCHASE OPTION

     This Warrant is subject to repurchase by the Company as follows (the
"Repurchase Option"):

          (a) The Repurchase Option shall entitle the Company to repurchase this
Warrant as to 100% of the Warrant Stock subject hereto, provided that the
Repurchase Option shall be subject to termination in whole or in part (meaning
that the percentage of Warrant Stock as to which this Warrant may be repurchased
shall be reduced and the number of Eligible Shares shall be correspondingly
increased) as provided elsewhere in this Section 1.3 and in Section 4.  The
Repurchase Option, to the extent still in effect, may be exercised by the
Company in whole or in part at any time during the period beginning April 1,
2002 and ending at 5:00 p.m., Seattle time, on June 30, 2002 (the "Repurchase
Deadline") by notice to the Holder.  The notice shall indicate the number of
shares of Warrant Stock as to which this Warrant is being repurchased and the
proposed closing date for the repurchase (such date being not later than thirty
(30) days after the date of the notice).  The repurchase price to be paid by the
Company to the Holder shall be $.01 per share of Warrant Stock as to which the
Warrant is being repurchased.  At the closing, the Holder shall deliver this
Warrant and the Company shall deliver the amount due to Holder and, if
applicable, a new warrant of like tenor (but excluding the Repurchase Option)
representing the number of shares of Warrant Stock not repurchased by the
Company.

          (b) The percentage of Warrant Stock as to which this Warrant may be
repurchased pursuant to the Repurchase Option shall be reduced, and the
Repurchase Option shall terminate, according to the following schedule as the
Company completes Qualified Financings (as defined below) prior to March 31,
2002:


                                                                   PERCENTAGE OF WARRANT STOCK AS
                                                                     TO WHICH REPURCHASE OPTION
                QUALIFIED FINANCINGS                                         TERMINATES
 ---------------------------------------------------        -------------------------------------------------
                                                                             
  At least $5 million but less than $10 million                                 10%
  At least $10 million but less than $15 million                                20%
  At least $15 million but less than $20 million                                30%
  At least $20 million but less than $25 million                                40%
  At least $25 million but less than $30 million                                50%
  At least $30 million but less than $35 million                                60%


                                       3

 

                                                                             
  At least $35 million but less than $40 million                                70%
  At least $40 million but less than $45 million                                80%
  At least $45 million but less than $50 million                                90%
  Greater than $50 million                                                      100%


          Any such incremental reduction in the percentage of Warrant Stock as
to which the Repurchase Option applies, and the corresponding increase in the
number of Eligible Shares, shall be deemed to occur simultaneously with the
closing of the Qualified Financing that triggered such reduction.

          The term "Qualified Financings" shall mean the Company's issuance of
debt or equity securities to purchasers for the primary purpose of financing the
operations, including without limitation, acquisitions of other entities for
cash, of the Company, the closings of which occur on or after the date of this
Warrant and during the period that the Consulting Agreement, dated as of May 21,
1998, between the Company and ____________________ (the "Consulting Agreement")
is in effect (it being understood that financings through the issuance and sale
of shares of Common Stock occurring on or after the date of this Warrant shall
not be considered a Qualified Financing with respect to $3,000,000 of such
financings); provided, however, that Qualified Financings shall not include (i)
securities issued pursuant to a stock option plan, employee stock purchase plan,
stock grant program or other equity incentive plan or arrangement approved by
the Board; (ii) securities issued as consideration for the acquisition or
development of other entities, or otherwise issued in connection with strategic
acquisitions or alliances with strategic business partners, as approved by the
Board, provided, however, that any transaction described in this subclause (ii)
in which the Company receives cash upon issuance of the Company's debt or equity
securities shall be considered a Qualified Financing and, further, provided that
the value of such Qualified Financing for the purposes of this Section 1.3 shall
be limited to the amount of cash received by the Company in exchange for such
debt or equity securities; and (iii) shares of Common Stock issuable upon
conversion of preferred stock or other convertible securities into Common Stock
or upon exercise of any warrants and similar purchase rights.

          (c) If, prior to March 31, 2002, (i) the Board, in its discretion, has
not actively pursued a business strategy for the Company which, if successfully
implemented, would be reasonably likely to result in the need for Qualified
Financings of at least $50 million or (ii) the Consulting Agreement is
terminated by the Company, then the Repurchase Option shall terminate as of the
close of business, Seattle time, on March 31, 2002, it being understood and
agreed that if less than $50 million in Qualified Financings are closed on or
prior to March 31, 2002, such fact shall not be sufficient in and of itself to
cause the Repurchase

                                       4

 
Option to terminate under this subsection (c); provided further, that no
termination of the Repurchase Option shall occur under this subsection (c) if
the Holder shall have materially breached the Consulting Agreement or materially
failed to perform Holder's obligations thereunder.

          (d) If (i) Naveen Jain (the "Founder") transfers more than 2,250,000
shares of Common Stock (the "Transfer Limit") and (ii) the Company issues shares
of Common Stock, as a result of which issuance the Founder and Acorn Ventures-
IS, LLC and its affiliates collectively own beneficially less than 50% of the
outstanding voting interests of Common Stock, then the Repurchase Option shall
terminate upon the date of such issuance; provided, however, that in determining
whether the Founder has transferred shares of Common Stock in excess of the
Transfer Limit under subsection 1.3(d)(i) above, shares of Common Stock
transferred by the Founder shall not be included in such determination where the
sale, assignment, transfer or other conveyance of shares of Common Stock by the
Founder is:  (x) to the Founder's spouse or former spouse, parents, or children
or other members of the Founder's family (including relatives by marriage), or
to a custodian, trustee or other fiduciary for the benefit of the Founder or
members of his family or to a family limited partnership, limited liability
company or other entity or person in connection with a bona fide estate planning
transaction; (y) by way of bequest or inheritance upon death; (z) by way of any
pledge of shares of Common Stock made by the Founder pursuant to a bona fide
loan transaction with an established financial institution that creates a mere
security interest (such transfers described in subparts (x), (y) and (z) above,
"Exempt Transfers"); provided further, however, that any further transfer by
such transferees which is not an Exempt Transfer shall be included in
determining whether the Founder has transferred shares of Common Stock in excess
of the Transfer Limit.

2.   DELIVERY OF STOCK CERTIFICATE

     Within twenty days after the exercise of this Warrant (in full or in part)
and payment of the Purchase Price then due (if exercise is made pursuant to
Section 1.1), the Company shall issue in the name of and deliver to the Holder
(a) a certificate or certificates for the number of fully paid and nonassessable
shares of Warrant Stock to which the Holder shall be entitled upon such exercise
and (b) if applicable, a new Warrant of like tenor to purchase up to that number
of shares of Warrant Stock, if any, as to which this Warrant shall not have been
previously exercised by the Holder or repurchased by the Company.

                                       5

 
3.  RESERVATION OF WARRANT STOCK

     The Company covenants and agrees that the Company will at all times have
authorized and reserved a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant.

4.  TERMINATION UPON REORGANIZATION

     Simultaneous with the closing of a merger, consolidation, acquisition of
all or substantially all of the assets or stock, reorganization or liquidation
of the Company as a result of which the stockholders of the Company will own
less than 50% of the voting capital stock of the Company immediately after the
transaction or, in the case of a sale of assets or liquidation, the Company will
own after the transaction less than substantially all of the assets owned by the
Company prior to the transaction (collectively, a "Reorganization") prior to the
expiration of the Exercise Period, as a result of which the stockholders of the
Company receive cash, stock or other property in respect of their shares of
Common Stock, this Warrant shall be canceled and all rights granted hereunder
shall terminate; provided, however, that (a) the Company shall have delivered to
the Holder notice of the Reorganization no less than 15 business days before the
date scheduled for closing of the Reorganization, and (b) the Holder shall have
the right immediately prior to (and contingent upon) the closing of such
Reorganization to exercise this Warrant to purchase any and all Eligible Shares.

5.   ADJUSTMENTS FOR STOCK SPLITS AND SIMILAR MATTERS

     If the Company shall issue any shares of Common Stock as a stock dividend
or subdivide the number of outstanding shares of Common Stock into a greater
number of shares, then, in either such case, the Exercise Price in effect before
such dividend or subdivision shall be proportionately reduced and each of (a)
the number of shares of Warrant Stock at that time purchasable pursuant to this
Warrant and (b) the number of shares of Common Stock constituting the Transfer
Limit shall be proportionately increased; and, conversely, if the Company shall
reduce the number of outstanding shares of Common Stock by combining such shares
into a smaller number of shares, then the Exercise Price in effect before such
combination shall be proportionately increased and each of (x) the number of
shares of Warrant Stock at that time purchasable pursuant to this Warrant and
(y) the number of shares of Common Stock constituting the Transfer Limit shall
be proportionately decreased.  Upon each adjustment in the Exercise Price
pursuant to this Section 5, the number of shares of Warrant Stock purchasable
hereunder shall be adjusted, to the nearest whole share, to the product obtained
by multiplying such number of shares purchasable immediately prior to such
adjustment in the Exercise Price by a fraction, the numerator of which shall be
the 

                                       6

 
Exercise Price immediately prior to such adjustment and the denominator of which
shall be the Exercise Price immediately thereafter.

6.   FRACTIONAL SHARES

     No fractional shares shall be issued upon the exercise of this Warrant. In
lieu of fractional shares, the Company shall pay the Holder a sum in cash equal
to the fair market value of the fractional shares (as determined by the Board)
on the date of exercise.

7.   RESTRICTIONS ON TRANSFER

     Neither this Warrant nor any securities purchased upon exercise of this
Warrant may be transferred unless (a) such transfer is registered under the
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state securities or blue sky laws, (b) the Company has received a legal opinion
reasonably satisfactory to the Company to the effect that the transfer is exempt
from the prospectus delivery and registration requirements of the Securities Act
and any applicable state securities or blue sky laws, or (c) the Company
otherwise satisfies itself that such transfer is exempt from registration.

8.   LEGEND

     A legend setting forth or referring to the above restrictions shall be
placed on this Warrant, any replacement hereof and any certificate representing
a security issued pursuant to the exercise hereof, and a stop transfer
restriction or order shall be placed on the books of the Company and with any
transfer agent until such securities may be legally sold or otherwise
transferred.

9.   HOLDER AS OWNER

     The Company may deem and treat the Holder of this Warrant as the absolute
owner hereof for all purposes regardless of any notice to the contrary.

10.  NO STOCKHOLDER RIGHTS

     This Warrant shall not entitle the Holder to any voting rights or any other
rights as a stockholder of the Company or to any other rights whatsoever except
the rights stated herein; and no dividend or interest shall be payable or shall
accrue in respect of this Warrant or the Warrant Stock purchasable hereunder
unless, until and to the extent that this Warrant shall be exercised.

11.  CONSTRUCTION

     The validity and interpretation of the terms and provisions of this Warrant

                                       7

 
shall be governed by the laws of the State of Washington. The descriptive
headings of the several sections of this Warrant are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions thereof.

12.  EXPIRATION

     This Warrant shall be void and all rights represented thereby shall cease
unless exercised during the Exercise Period, as such period may be adjusted
pursuant to Section 4 hereof.  All restrictions set forth herein on the shares
of capital stock issued upon exercise of any rights hereunder shall survive such
exercise and expiration of the rights granted hereunder.

13.  EXCHANGE OF WARRANT

     This Warrant is exchangeable upon the surrender hereof by the Holder at the
office of the Company for new Warrants of like tenor representing in the
aggregate the rights to subscribe for and purchase the number of shares which
may be subscribed for and purchased hereunder, each of such new Warrants to
represent the right to subscribe for and purchase such number of shares as shall
be designated by the Holder at the time of such surrender.

14.  LOST WARRANT CERTIFICATE

     If this Warrant is lost, stolen, mutilated or destroyed, the Company shall,
upon request in writing from the Holder and subject to compliance by Holder with
the following sentence, issue a new Warrant of like denomination, tenor and date
as this Warrant, subject to the Company's right to require the Holder to give
the Company a bond or other satisfactory security sufficient to indemnify the
Company against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft, mutilation or destruction of
this Warrant or the issuance of such new Warrant.  The Holder shall reimburse
the Company for any and all expenses and costs incurred by the Company in
connection with issuing a new Warrant under this Section.

15.  WAIVERS AND AMENDMENTS

     This Warrant or any provision hereof may be changed, waived, discharged or
terminated only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.

                                       8

 
16.  NOTICES

     All notices or other communications required or permitted hereunder shall
be in writing and shall be delivered by personal delivery, reputable overnight
courier service, telecopier or mailed by United States mail, first-class postage
prepaid, or by registered or certified mail with return receipt requested,
addressed as follows:

     If to the Holder:

 
          ________________________
          ________________________
          ________________________
          ________________________
          ________________________
 
     If to the Company:
 
          InfoSpace, Inc.
          8424 - 154th Avenue N.E.
          Redmond, WA  98052
          Fax:  (425) 882-0988
          Attention:  President


     Each of the foregoing parties shall be entitled to specify a different
address by giving five days' advance written notice as aforesaid to the other
parties.

17.  INVESTMENT INTENT

     By accepting this Warrant, the Holder represents that it is acquiring this
Warrant for investment and not with a view to, or for sale in connection with,
any distribution thereof.

                                       9

 
                               NOTICE OF EXERCISE

TO INFOSPACE, INC.

     The undersigned hereby irrevocably elects to exercise the Warrant delivered
herewith pursuant to Section __ [fill in 1.1 or 1.2] thereof as to        shares
of Common Stock and requests that certificates for such shares (or so many
thereof as may be issuable upon this exercise, if this exercise is being made
pursuant to Section 1.2 of the Warrant) be issued in the name of and delivered
to the undersigned at the address stated below, and, if additional shares remain
available for purchase pursuant to the Warrant, the new Warrant evidencing the
right to purchase the balance of such shares shall be registered in the name of,
and delivered to, the undersigned at the address stated below.  The undersigned
hereby agrees with and represents to the Company that said shares of common
stock are acquired for investment and not with a view to, or for sale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933, as amended, and agrees that the exercise of the
Warrant and the issuance and transfer of the common stock to be purchased are
subject to Sections 7 and 8 of the Warrant.

     Payment is enclosed in the amount of $____________________

     Dated: _____________________


                                       _________________________________


                              By _______________________________________
                              Its_______________________________________
ADDRESS:

_____________________________
_____________________________
_____________________________

EIN:____________________

PHONE:_______________________
FACSIMILE:___________________



 
                                   ASSIGNMENT

                                        

     For value received ________________ hereby sells, assigns and transfers
unto________________the InfoSpace, Inc. Common Stock Purchase Warrant number W-
___, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint Perkins Coie attorney, to transfer said
Warrant on the books of the within-named Company, with full power of
substitution in the premises.

     Dated:_______________________

                                   _______________________________________


                                   By_____________________________________
                                   Its____________________________________


 
                                LIST OF HOLDERS

                                        


                                             
Acorn Ventures - IS, LLC                    W-1, Warrant to purchase up to 1,801,310
                                            shares of Common Stock at $2.00 per share.

                                            W-2, Warrant to purchase up to 788,073
                                            shares of Common Stock at $3.00 per share.

                                            W-3 Warrant to purchase up to 788,073
                                            shares of Common Stock at $5.00 per share.

Kellett Partners, L.L.P.                    W-4, Warrant to purchase up to 245,633
                                            shares of Common Stock at $2.00 per share.

                                            W-5, Warrant to purchase up to 107,464
                                            shares of Common Stock at $3.00 per share.

                                            W-6, Warrant to purchase up to 107,464
                                            shares of Common Stock at $5.00 per share.

John and Carolyn Cunningham                 W-7, Warrant to purchase up to 81,879
                                            shares of Common Stock at $2.00 per share.

                                            W-8, Warrant to purchase up to 35,821
                                            shares of Common Stock at $3.00 per share.

                                            W-9, Warrant to purchase up to 35,821
                                            shares of Common Stock at $5.00 per share.