{"id":43348,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-sale-agreement-infospace-inc-and-naveen-jain.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-sale-agreement-infospace-inc-and-naveen-jain","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/co-sale-agreement-infospace-inc-and-naveen-jain.html","title":{"rendered":"Co-Sale Agreement &#8211; InfoSpace Inc. and Naveen Jain"},"content":{"rendered":"<pre>                                    FORM OF\n\n                                INFOSPACE, INC.\n\n                               CO-SALE AGREEMENT\n\n     This Co-Sale Agreement (the \"Co-Sale Agreement\") is entered into as of May\n21, 1998, by and among InfoSpace, Inc., a Delaware corporation (the \"Company\"),\n____________________ (the \"Investor\"), and Naveen Jain (the \"Founder\").\n\n                                    RECITALS\n\n     A.  Pursuant to that certain Common Stock and Common Stock Warrant Purchase\nAgreement dated as of the date hereof (the \"Purchase Agreement\"), the Investor\nis purchasing:  (i) __________ shares of the common stock of the Company, par\nvalue $.0001 per share (the \"Common Stock\") and (ii) three Warrants to purchase\nup to __________ shares of Common Stock.\n\n     B.  The execution and delivery of this Agreement is a condition to the\nClosing under the Purchase Agreement.\n\n                                   AGREEMENTS\n\n    Now, therefore, in consideration of the mutual promises and covenants\nhereinafter set forth, the Company, the Investor and the Founder hereby agree as\nfollows:\n\n1.   RIGHT OF CO-SALE\n\n     1.1  SALES BY FOUNDER\n\n     In the event that the Founder proposes to sell, assign, transfer or\notherwise convey any shares of Common Stock or securities convertible into,\nexchangeable for or exercisable for Common Stock (\"Co-Sale Securities\"), the\nFounder shall offer in writing to the Investor the right to participate in such\nsale on the same terms and conditions available to the Founder if, immediately\nprior to or as a result of such proposed sale, the Founder has transferred or\nwould transfer more than 2,250,000 shares of Co-Sale Securities (such amount of\nCo-Sale Securities, as adjusted to reflect any stock split, stock dividend or\nrecapitalization of the Company and subject to Section 1.4 hereof, the \"Co-Sale\nCap\").  Upon written notice to the Founder within fifteen (15) days of receipt\nby the Investor of notification from the Founder of the proposed sale, the\nInvestor may sell that number of shares of Co-Sale Securities equal to (a) the\nlesser of (i) the total number of shares to be sold in the transaction or (ii)\nthe difference between the total number of shares of Co-Sale Securities the\nFounder would have transferred after the proposed sale and the Co-Sale\n\n \nCap, multiplied by (b) a fraction, the numerator of which is the number of\nshares of Co-Sale Securities held by the Investor and the denominator of which\nis the number of shares of Co-Sale Securities held by the Investor plus the\nFounder. To the extent the Investor exercises such right of participation, the\nnumber of shares of Co-Sale Securities that the Founder may sell in the\ntransaction shall be correspondingly reduced. For purposes of this Section 1.1,\nthe number of shares of Co-Sale Securities other than Common Stock shall be that\nnumber of shares of Common Stock the Co-Sale Securities are convertible into,\nexchangeable for, or exercisable for.\n\n     1.2  LIMITATIONS ON RIGHT OF CO-SALE\n\n     Section 1.1 of this Agreement shall not apply (and the amount of Co-Sale\nSecurities so transferred shall not be included in determining whether the\nFounder has transferred Co-Sale Securities in excess of the Co-Sale Cap) where\nthe sale, assignment, transfer or other conveyance of Co-Sale Securities by the\nFounder is:  (a) to the Founder's spouse or former spouse, parents, or children\nor other members of the Founder's family (including relatives by marriage), or\nto a custodian, trustee or other fiduciary for the benefit of the Founder or\nmembers of his family or to a family limited partnership, limited liability\ncompany or other entity or person in connection with a bona fide estate planning\ntransaction; (b) by way of bequest or inheritance upon death; (c) to the\nCompany; (d) by way of a bona fide gift or (e) by way of any pledge of Co-Sale\nSecurities made by the Founder pursuant to a bona fide loan transaction with an\nestablished financial institution that creates a mere security interest;\nprovided, however, that any transferees pursuant to this Section 1.2 shall\nreceive and hold such Co-Sale Securities subject in all respects to the\nprovisions of this Agreement, and that there shall be no further transfer of\nsuch shares except in accordance herewith.\n\n     1.3  TERMINATION OF CO-SALE RIGHT\n\n     The Co-Sale Right set forth in this Agreement shall terminate and be of no\nfurther force and effect immediately upon the earliest of:\n\n          (a) the closing of an initial firm commitment underwritten public\noffering of the Company's Common Stock pursuant to an effective registration\nstatement on Form S-1 under the Securities Act of 1933, as amended, covering the\noffer and sale of Common Stock by the Company to the public at an aggregate\noffering price of at least $35,000,000 and a per share offering price to the\npublic at least equal to six dollars ($6.00) (appropriately adjusted to reflect\nany stock split, stock dividend or recapitalization of the Company);\n\n          (b) the acquisition of all or substantially all the assets or stock of\nthe Company or the merger of the Company with or into any other entity in which\na change of control of the Company occurs; or\n\n                                      -2-\n\n \n          (c) ten years after the date of this Agreement.\n\n2.   PROHIBITED TRANSFERS\n\n     2.1  TREATMENT OF PROHIBITED TRANSFERS\n\n     In the event the Founder sells any Co-Sale Securities of the Company in\ncontravention of the participation rights of the Investor under this Agreement\n(a \"Prohibited Transfer\"), the Investor, in addition to such other remedies as\nmay be available at law, in equity or hereunder, shall have the put option\nprovided in Section 2.2 below, and the Founder shall be bound by the applicable\nprovisions of such put option.\n\n     2.2  PUT OPTION\n\n     In the event of a Prohibited Transfer, the Investor shall have the right to\nsell to the Founder, and, if such right is exercised, the Founder shall have the\nobligation to purchase from the Investor, a number of shares of Common Stock of\nthe Company (either directly or through delivery of Co-Sale Securities) equal to\nthe number of shares the Investor would have been entitled to transfer to the\npurchaser in the Prohibited Transfer pursuant to the terms hereof.  Such sale\nshall be made on the following terms and conditions:\n\n          (a) The price per share at which the shares are to be sold to the\nFounder shall be equal to the price per share paid by the purchaser to the\nFounder in the Prohibited Transfer.  The Founder shall also reimburse the\nInvestor for any and all reasonable fees and expenses, including legal fees and\nexpenses, promptly following demand therefor, incurred pursuant to the exercise\nor the attempted exercise of the Investor's rights under this Section 2.\n\n          (b) In order to exercise the put option created under this Section 2,\nthe Investor must, within 20 days after the later of the date on which the\nInvestor (i) received notice from the Founder of the Prohibited Transfer or (ii)\notherwise become aware of the Prohibited Transfer, deliver to the Founder the\ncertificate or certificates representing shares to be sold, each certificate to\nbe properly endorsed for transfer.\n\n          (c) The Founder shall, upon receipt of the certificate or certificates\nfor the shares to be sold by the Investor, pursuant to Section 2.2(b), promptly\npay the aggregate purchase price therefor and the amount of reimbursable fees\nand expenses, as specified in Section 2.2(a), by certified check or bank draft\nmade payable to the order of the Investor.\n\n                                      -3-\n\n \n3.   MISCELLANEOUS\n\n     3.1  GOVERNING LAW\n\n     This Agreement shall be governed in all respects by and construed in all\nrespects in accordance with the laws of the State of Washington, without regard\nto the conflicts of laws provisions of such State.\n\n     3.2  SUCCESSORS AND ASSIGNS\n\n     Except as otherwise expressly provided herein, the provisions hereof shall\ninure to the benefit of, and be binding upon, the successors, assigns, heirs,\ntransferees, executors and administrators of the parties hereto.  Nothing in\nthis Agreement, express or implied, is intended to confer upon any party other\nthan the parties hereto or their respective successors and assigns any rights,\nremedies, obligations or liabilities under or by reason of this Agreement,\nexcept as expressly provided in this Agreement.\n\n     3.3  ENTIRE AGREEMENT\n\n     This Agreement constitutes the full and entire understanding and agreement\nbetween the parties hereto with regard to the subject matter hereof and\nsupersedes any prior or contemporaneous agreements or understandings with\nrespect thereto.\n\n     3.4  AMENDMENT AND WAIVER\n\n     This Agreement, or any provision hereof, may be amended or waived only in\nwriting signed by the Company, the Founder and the Investor, and any amendment\nor waiver so approved shall be binding upon the Founder and Investor (including\nthe transferee of any Founder or the Investor).\n\n     3.5  NOTICES, ETC.\n\n     All notices and other communications required or permitted hereunder shall\nbe in writing and shall be mailed by first class mail, postage prepaid, or\notherwise delivered by hand or by messenger, facsimile or courier, addressed (a)\nif to the Investor, at the Investor's address set forth on the signature page\nhereto, or at such other address as the Investor shall have furnished to the\nCompany and the Founder in writing, with a copy to Greg F. Adams, Davis Wright\nTremaine, 2600 Century Square, 1501 Fourth Avenue, Seattle, WA  98101, (b) if to\nthe Founder, at the address as it appears on the books of the Company or at such\nother address as the Founder shall have furnished the Company and the Investor\nin writing, or (c) if to the Company, at\nits principal executive office, attention President, or at such other address as\nthe Company shall have furnished to the Investor and the Founder, with a copy to\nCharles J. Katz, Jr., Perkins Coie, 1201 Third Avenue, 40th Floor, Seattle, \n\n                                      -4-\n\n \nWA 98101. If notice is provided by mail, it shall be deemed to be given three\n(3) business days after proper deposit in the U.S. Mail, and if notice is given\nby hand or by messenger, facsimile or courier, it shall be deemed to be given\nupon receipt.\n\n     3.6  SEVERABILITY\n\n     In the event that any provision of this Agreement is held to be\nunenforceable under applicable law, this Agreement shall continue in full force\nand effect without said provision and shall be enforceable in accordance with\nits terms.\n\n     3.7  TITLES AND SUBTITLES\n\n     The titles of the sections and subsections of this Agreement are for\nconvenience of reference only and are not to be considered in construing this\nAgreement.\n\n     3.8  COUNTERPARTS\n\n     This Agreement may be executed in any number of counterparts, each of which\nshall be an original, but all of which together shall constitute one instrument.\n\n     3.9  NO ADVERSE EFFECT\n\n     Failure of the Investor to exercise a right under Section 1 or Section 2 of\nthis Agreement shall not adversely affect the Investor's rights upon subsequent\nsales or proposed sales by the Founder.\n\n     3.10  LEGENDED CERTIFICATES\n\n     Each certificate representing shares of the Co-Sale Securities of the\nCompany or issued to any permitted transferee pursuant to Section 1.2 shall be\nendorsed with the following legend:\n\n          \"THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES\n          REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS\n          OF A CERTAIN CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE\n          CORPORATION AND A CERTAIN HOLDER OF COMMON STOCK OF THE CORPORATION.\n          COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE\n          SECRETARY OF THE CORPORATION.\"\n\n     The foregoing legend shall be removed upon termination of this Co-Sale\nAgreement in accordance with the provisions of Section 1.3.\n\n                                      -5-\n\n \n     IN WITNESS WHEREOF, the parties have executed this Co-Sale Agreement as of\nthe date first above written.\n\n                              INFOSPACE, INC.\n                              \n\n\n                              By: _____________________________________\n                                  Naveen Jain, President and Chief\n                                  Executive Officer\n\n\n                              FOUNDER:\n\n\n\n \n                              _________________________________________\n                              Naveen Jain\n\n\n                              INVESTOR:\n\n                              ACORN VENTURES-IS, LLC\n\n\n                              By: _____________________________________\n                              Name: ___________________________________\n                              Title: __________________________________\n\n\n                              Tax I.D. No.: ___________________________\n\n\n                              Address:  1309 - 114th Avenue SE\n                                        Suite 200\n                                        Bellevue, WA  98004\n\n\n\n                                        \n\n                                        \n                     [SIGNATURE PAGE FOR CO-SALE AGREEMENT]\n\n                                      -6-\n\n \n                                 INVESTOR LIST\n\n\nAcorn Ventures-IS, LLC            1,875,000 shares of Common Stock\n\n                                  Three Common Stock Purchase Warrants to\n                                  purchase up to 3,375,457 shares\n\nKellett Partners LLP              325,000 shares of Common Stock\n\n                                  Three Common Stock Purchase Warrants to\n                                  purchase up to 460,561 shares\n\nJohn and Carolyn Cunningham       62,500 shares of Common Stock\n                                  Three Common Stock Purchase Warrants to\n                                  purchase up to 153,521 shares\n\n                                      -7-\n\n\n\n TYPE:  EX-10.10\n SEQUENCE:  14\n DESCRIPTION:  FORM OF COMMON STOCK WARRANT\n\n\n\n \n                                                                   EXHIBIT 10.10\n \nNEITHER THE SECURITY EVIDENCED BY THIS WARRANT NOR THE SECURITIES ISSUABLE UPON\nEXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,\nAS AMENDED, OR ANY APPLICABLE STATE LAW, AND NO INTEREST HEREIN OR THEREIN MAY\nBE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS\n(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE\nSTATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,\n(B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF SAID\nSECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH\nTRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES\nITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.\n\nNo. W-__                                                WARRANT TO PURCHASE\nISSUED:  May 21, 1998                                  __________ SHARES OF\nVOID AFTER:  May 21, 2008                                      COMMON STOCK\n\n                                    FORM OF\n\n                                INFOSPACE, INC.\n\n                         COMMON STOCK PURCHASE WARRANT\n\n     THIS IS TO CERTIFY that, for $___________, the receipt of which is hereby\nacknowledged, and subject to the terms and conditions hereof,\n_______________________, or such person to whom this Warrant is transferred\npursuant to Section 7 hereof (the \"Holder\"), is entitled, at any time on or\nafter the date hereof but not later than 5:00 p.m., Seattle time, on May 21,\n2008 (the \"Exercise Period\"), subject to the provisions hereof, to purchase in\nwhole or from time to time in part up to __________ fully paid and nonassessable\nshares of Common Stock (the \"Common Stock\"), $.0001 par value per share, of\nINFOSPACE, INC., a Delaware corporation (the \"Company\"), at the price of [$2.00]\n[$3.00] [$5.00] per share (the \"Exercise Price\") (such number of shares subject\nto this Warrant (\"Warrant Stock\") and such Exercise Price being subject to\nadjustment as provided herein).\n\n1.   EXERCISE\n\n     1.1  PROCEDURE FOR EXERCISE\n\n     Notwithstanding any other provision of this Warrant, this Warrant may be\nexercised only with respect to shares of Warrant Stock, if any, as to which the\nRepurchase Option (as defined in Section 1.3 below) shall have terminated and\nceased to apply (\"Eligible Shares\").  Subject to the foregoing, this Warrant may\nbe exercised at any time during the Exercise Period in whole or part by\ndelivering to the Company (a) the form of Exercise Notice attached hereto duly\ncompleted and executed by the Holder, (b) this Warrant certificate, and (c) a\nbank cashier's check payable to the Company in the amount of the Exercise Price\nmultiplied by the\n\n \nnumber of shares for which this Warrant is being exercised (the \"Purchase\nPrice\").  The Holder will be deemed to be the holder of record of the Eligible\nShares as to which the Warrant was exercised in accordance with this Warrant,\neffective at the close of business, Seattle time, on the date such exercise is\ncompleted and all documents specified above are delivered to the Company.\n\n     1.2  NET EXERCISE\n\n     Notwithstanding the payment provisions set forth above, the Holder may\nelect to exercise this Warrant, subject to the limitations set forth in the\nfirst sentence of Section 1.1 above, by converting this Warrant into Eligible\nShares as provided in this Section 1.2, such election to be effected by\nsurrender of this Warrant at the principal office of the Company, together with\nthe Notice of Exercise indicating such election, in which case the Company shall\nissue to the Holder the number of Eligible Shares determined as follows:\n\n\n                           X =     Y (A-B)\n                                 -----------\n                                      A\n\nWhere:  X = the number of Eligible Shares to be issued\n        Y = the number of Eligible Shares as to which the Warrant is being \n            exercised\n        A = the Fair Market Value (as defined below) of one (1) share of \n            Warrant Stock\n        B = the Exercise Price\n\n     For purposes of the above calculation, the Fair Market Value of a share of\nWarrant Stock shall be determined in good faith by the Board of Directors of the\nCompany (the \"Board\"); provided, however, that if a public market for the Common\nStock exists at the time of such exercise, then such Fair Market Value shall be\ndeemed to be equal to the average of the closing bid and asked prices of the\nCommon Stock as quoted in the Over-the-Counter Market Summary or the last\nreported sale price of the Common Stock or the closing price quoted on the\nNasdaq National Market System or on any exchange on which the Common Stock is\nthen listed, whichever is applicable, for the five (5) trading days prior to the\ndate of exercise of this Warrant.  Notwithstanding the foregoing, in the event\nthis Warrant is exercised in connection with the Company's initial public\noffering of Common Stock, the Fair Market Value per share shall be deemed to be\nequal to the per share offering price to the public of the Company's initial\npublic offering.\n\n                                       2\n\n \n     1.3   REPURCHASE OPTION\n\n     This Warrant is subject to repurchase by the Company as follows (the\n\"Repurchase Option\"):\n\n          (a) The Repurchase Option shall entitle the Company to repurchase this\nWarrant as to 100% of the Warrant Stock subject hereto, provided that the\nRepurchase Option shall be subject to termination in whole or in part (meaning\nthat the percentage of Warrant Stock as to which this Warrant may be repurchased\nshall be reduced and the number of Eligible Shares shall be correspondingly\nincreased) as provided elsewhere in this Section 1.3 and in Section 4.  The\nRepurchase Option, to the extent still in effect, may be exercised by the\nCompany in whole or in part at any time during the period beginning April 1,\n2002 and ending at 5:00 p.m., Seattle time, on June 30, 2002 (the \"Repurchase\nDeadline\") by notice to the Holder.  The notice shall indicate the number of\nshares of Warrant Stock as to which this Warrant is being repurchased and the\nproposed closing date for the repurchase (such date being not later than thirty\n(30) days after the date of the notice).  The repurchase price to be paid by the\nCompany to the Holder shall be $.01 per share of Warrant Stock as to which the\nWarrant is being repurchased.  At the closing, the Holder shall deliver this\nWarrant and the Company shall deliver the amount due to Holder and, if\napplicable, a new warrant of like tenor (but excluding the Repurchase Option)\nrepresenting the number of shares of Warrant Stock not repurchased by the\nCompany.\n\n          (b) The percentage of Warrant Stock as to which this Warrant may be\nrepurchased pursuant to the Repurchase Option shall be reduced, and the\nRepurchase Option shall terminate, according to the following schedule as the\nCompany completes Qualified Financings (as defined below) prior to March 31,\n2002:\n\n\n                                                                   PERCENTAGE OF WARRANT STOCK AS\n                                                                     TO WHICH REPURCHASE OPTION\n                QUALIFIED FINANCINGS                                         TERMINATES\n ---------------------------------------------------        -------------------------------------------------\n                                                                             \n  At least $5 million but less than $10 million                                 10%\n  At least $10 million but less than $15 million                                20%\n  At least $15 million but less than $20 million                                30%\n  At least $20 million but less than $25 million                                40%\n  At least $25 million but less than $30 million                                50%\n  At least $30 million but less than $35 million                                60%\n\n\n                                       3\n\n \n\n                                                                             \n  At least $35 million but less than $40 million                                70%\n  At least $40 million but less than $45 million                                80%\n  At least $45 million but less than $50 million                                90%\n  Greater than $50 million                                                      100%\n\n\n          Any such incremental reduction in the percentage of Warrant Stock as\nto which the Repurchase Option applies, and the corresponding increase in the\nnumber of Eligible Shares, shall be deemed to occur simultaneously with the\nclosing of the Qualified Financing that triggered such reduction.\n\n          The term \"Qualified Financings\" shall mean the Company's issuance of\ndebt or equity securities to purchasers for the primary purpose of financing the\noperations, including without limitation, acquisitions of other entities for\ncash, of the Company, the closings of which occur on or after the date of this\nWarrant and during the period that the Consulting Agreement, dated as of May 21,\n1998, between the Company and ____________________ (the \"Consulting Agreement\")\nis in effect (it being understood that financings through the issuance and sale\nof shares of Common Stock occurring on or after the date of this Warrant shall\nnot be considered a Qualified Financing with respect to $3,000,000 of such\nfinancings); provided, however, that Qualified Financings shall not include (i)\nsecurities issued pursuant to a stock option plan, employee stock purchase plan,\nstock grant program or other equity incentive plan or arrangement approved by\nthe Board; (ii) securities issued as consideration for the acquisition or\ndevelopment of other entities, or otherwise issued in connection with strategic\nacquisitions or alliances with strategic business partners, as approved by the\nBoard, provided, however, that any transaction described in this subclause (ii)\nin which the Company receives cash upon issuance of the Company's debt or equity\nsecurities shall be considered a Qualified Financing and, further, provided that\nthe value of such Qualified Financing for the purposes of this Section 1.3 shall\nbe limited to the amount of cash received by the Company in exchange for such\ndebt or equity securities; and (iii) shares of Common Stock issuable upon\nconversion of preferred stock or other convertible securities into Common Stock\nor upon exercise of any warrants and similar purchase rights.\n\n          (c) If, prior to March 31, 2002, (i) the Board, in its discretion, has\nnot actively pursued a business strategy for the Company which, if successfully\nimplemented, would be reasonably likely to result in the need for Qualified\nFinancings of at least $50 million or (ii) the Consulting Agreement is\nterminated by the Company, then the Repurchase Option shall terminate as of the\nclose of business, Seattle time, on March 31, 2002, it being understood and\nagreed that if less than $50 million in Qualified Financings are closed on or\nprior to March 31, 2002, such fact shall not be sufficient in and of itself to\ncause the Repurchase\n\n                                       4\n\n \nOption to terminate under this subsection (c); provided further, that no\ntermination of the Repurchase Option shall occur under this subsection (c) if\nthe Holder shall have materially breached the Consulting Agreement or materially\nfailed to perform Holder's obligations thereunder.\n\n          (d) If (i) Naveen Jain (the \"Founder\") transfers more than 2,250,000\nshares of Common Stock (the \"Transfer Limit\") and (ii) the Company issues shares\nof Common Stock, as a result of which issuance the Founder and Acorn Ventures-\nIS, LLC and its affiliates collectively own beneficially less than 50% of the\noutstanding voting interests of Common Stock, then the Repurchase Option shall\nterminate upon the date of such issuance; provided, however, that in determining\nwhether the Founder has transferred shares of Common Stock in excess of the\nTransfer Limit under subsection 1.3(d)(i) above, shares of Common Stock\ntransferred by the Founder shall not be included in such determination where the\nsale, assignment, transfer or other conveyance of shares of Common Stock by the\nFounder is:  (x) to the Founder's spouse or former spouse, parents, or children\nor other members of the Founder's family (including relatives by marriage), or\nto a custodian, trustee or other fiduciary for the benefit of the Founder or\nmembers of his family or to a family limited partnership, limited liability\ncompany or other entity or person in connection with a bona fide estate planning\ntransaction; (y) by way of bequest or inheritance upon death; (z) by way of any\npledge of shares of Common Stock made by the Founder pursuant to a bona fide\nloan transaction with an established financial institution that creates a mere\nsecurity interest (such transfers described in subparts (x), (y) and (z) above,\n\"Exempt Transfers\"); provided further, however, that any further transfer by\nsuch transferees which is not an Exempt Transfer shall be included in\ndetermining whether the Founder has transferred shares of Common Stock in excess\nof the Transfer Limit.\n\n2.   DELIVERY OF STOCK CERTIFICATE\n\n     Within twenty days after the exercise of this Warrant (in full or in part)\nand payment of the Purchase Price then due (if exercise is made pursuant to\nSection 1.1), the Company shall issue in the name of and deliver to the Holder\n(a) a certificate or certificates for the number of fully paid and nonassessable\nshares of Warrant Stock to which the Holder shall be entitled upon such exercise\nand (b) if applicable, a new Warrant of like tenor to purchase up to that number\nof shares of Warrant Stock, if any, as to which this Warrant shall not have been\npreviously exercised by the Holder or repurchased by the Company.\n\n                                       5\n\n \n3.  RESERVATION OF WARRANT STOCK\n\n     The Company covenants and agrees that the Company will at all times have\nauthorized and reserved a sufficient number of shares of Common Stock to provide\nfor the exercise of the rights represented by this Warrant.\n\n4.  TERMINATION UPON REORGANIZATION\n\n     Simultaneous with the closing of a merger, consolidation, acquisition of\nall or substantially all of the assets or stock, reorganization or liquidation\nof the Company as a result of which the stockholders of the Company will own\nless than 50% of the voting capital stock of the Company immediately after the\ntransaction or, in the case of a sale of assets or liquidation, the Company will\nown after the transaction less than substantially all of the assets owned by the\nCompany prior to the transaction (collectively, a \"Reorganization\") prior to the\nexpiration of the Exercise Period, as a result of which the stockholders of the\nCompany receive cash, stock or other property in respect of their shares of\nCommon Stock, this Warrant shall be canceled and all rights granted hereunder\nshall terminate; provided, however, that (a) the Company shall have delivered to\nthe Holder notice of the Reorganization no less than 15 business days before the\ndate scheduled for closing of the Reorganization, and (b) the Holder shall have\nthe right immediately prior to (and contingent upon) the closing of such\nReorganization to exercise this Warrant to purchase any and all Eligible Shares.\n\n5.   ADJUSTMENTS FOR STOCK SPLITS AND SIMILAR MATTERS\n\n     If the Company shall issue any shares of Common Stock as a stock dividend\nor subdivide the number of outstanding shares of Common Stock into a greater\nnumber of shares, then, in either such case, the Exercise Price in effect before\nsuch dividend or subdivision shall be proportionately reduced and each of (a)\nthe number of shares of Warrant Stock at that time purchasable pursuant to this\nWarrant and (b) the number of shares of Common Stock constituting the Transfer\nLimit shall be proportionately increased; and, conversely, if the Company shall\nreduce the number of outstanding shares of Common Stock by combining such shares\ninto a smaller number of shares, then the Exercise Price in effect before such\ncombination shall be proportionately increased and each of (x) the number of\nshares of Warrant Stock at that time purchasable pursuant to this Warrant and\n(y) the number of shares of Common Stock constituting the Transfer Limit shall\nbe proportionately decreased.  Upon each adjustment in the Exercise Price\npursuant to this Section 5, the number of shares of Warrant Stock purchasable\nhereunder shall be adjusted, to the nearest whole share, to the product obtained\nby multiplying such number of shares purchasable immediately prior to such\nadjustment in the Exercise Price by a fraction, the numerator of which shall be\nthe \n\n                                       6\n\n \nExercise Price immediately prior to such adjustment and the denominator of which\nshall be the Exercise Price immediately thereafter.\n\n6.   FRACTIONAL SHARES\n\n     No fractional shares shall be issued upon the exercise of this Warrant. In\nlieu of fractional shares, the Company shall pay the Holder a sum in cash equal\nto the fair market value of the fractional shares (as determined by the Board)\non the date of exercise.\n\n7.   RESTRICTIONS ON TRANSFER\n\n     Neither this Warrant nor any securities purchased upon exercise of this\nWarrant may be transferred unless (a) such transfer is registered under the\nSecurities Act of 1933, as amended (the \"Securities Act\"), and any applicable\nstate securities or blue sky laws, (b) the Company has received a legal opinion\nreasonably satisfactory to the Company to the effect that the transfer is exempt\nfrom the prospectus delivery and registration requirements of the Securities Act\nand any applicable state securities or blue sky laws, or (c) the Company\notherwise satisfies itself that such transfer is exempt from registration.\n\n8.   LEGEND\n\n     A legend setting forth or referring to the above restrictions shall be\nplaced on this Warrant, any replacement hereof and any certificate representing\na security issued pursuant to the exercise hereof, and a stop transfer\nrestriction or order shall be placed on the books of the Company and with any\ntransfer agent until such securities may be legally sold or otherwise\ntransferred.\n\n9.   HOLDER AS OWNER\n\n     The Company may deem and treat the Holder of this Warrant as the absolute\nowner hereof for all purposes regardless of any notice to the contrary.\n\n10.  NO STOCKHOLDER RIGHTS\n\n     This Warrant shall not entitle the Holder to any voting rights or any other\nrights as a stockholder of the Company or to any other rights whatsoever except\nthe rights stated herein; and no dividend or interest shall be payable or shall\naccrue in respect of this Warrant or the Warrant Stock purchasable hereunder\nunless, until and to the extent that this Warrant shall be exercised.\n\n11.  CONSTRUCTION\n\n     The validity and interpretation of the terms and provisions of this Warrant\n\n                                       7\n\n \nshall be governed by the laws of the State of Washington. The descriptive\nheadings of the several sections of this Warrant are inserted for convenience\nonly and shall not control or affect the meaning or construction of any of the\nprovisions thereof.\n\n12.  EXPIRATION\n\n     This Warrant shall be void and all rights represented thereby shall cease\nunless exercised during the Exercise Period, as such period may be adjusted\npursuant to Section 4 hereof.  All restrictions set forth herein on the shares\nof capital stock issued upon exercise of any rights hereunder shall survive such\nexercise and expiration of the rights granted hereunder.\n\n13.  EXCHANGE OF WARRANT\n\n     This Warrant is exchangeable upon the surrender hereof by the Holder at the\noffice of the Company for new Warrants of like tenor representing in the\naggregate the rights to subscribe for and purchase the number of shares which\nmay be subscribed for and purchased hereunder, each of such new Warrants to\nrepresent the right to subscribe for and purchase such number of shares as shall\nbe designated by the Holder at the time of such surrender.\n\n14.  LOST WARRANT CERTIFICATE\n\n     If this Warrant is lost, stolen, mutilated or destroyed, the Company shall,\nupon request in writing from the Holder and subject to compliance by Holder with\nthe following sentence, issue a new Warrant of like denomination, tenor and date\nas this Warrant, subject to the Company's right to require the Holder to give\nthe Company a bond or other satisfactory security sufficient to indemnify the\nCompany against any claim that may be made against it (including any expense or\nliability) on account of the alleged loss, theft, mutilation or destruction of\nthis Warrant or the issuance of such new Warrant.  The Holder shall reimburse\nthe Company for any and all expenses and costs incurred by the Company in\nconnection with issuing a new Warrant under this Section.\n\n15.  WAIVERS AND AMENDMENTS\n\n     This Warrant or any provision hereof may be changed, waived, discharged or\nterminated only by a statement in writing signed by the party against which\nenforcement of the change, waiver, discharge or termination is sought.\n\n                                       8\n\n \n16.  NOTICES\n\n     All notices or other communications required or permitted hereunder shall\nbe in writing and shall be delivered by personal delivery, reputable overnight\ncourier service, telecopier or mailed by United States mail, first-class postage\nprepaid, or by registered or certified mail with return receipt requested,\naddressed as follows:\n\n     If to the Holder:\n\n \n          ________________________\n          ________________________\n          ________________________\n          ________________________\n          ________________________\n \n     If to the Company:\n \n          InfoSpace, Inc.\n          8424 - 154th Avenue N.E.\n          Redmond, WA  98052\n          Fax:  (425) 882-0988\n          Attention:  President\n\n\n     Each of the foregoing parties shall be entitled to specify a different\naddress by giving five days' advance written notice as aforesaid to the other\nparties.\n\n17.  INVESTMENT INTENT\n\n     By accepting this Warrant, the Holder represents that it is acquiring this\nWarrant for investment and not with a view to, or for sale in connection with,\nany distribution thereof.\n\n                                       9\n\n \n                               NOTICE OF EXERCISE\n\nTO INFOSPACE, INC.\n\n     The undersigned hereby irrevocably elects to exercise the Warrant delivered\nherewith pursuant to Section __ [fill in 1.1 or 1.2] thereof as to        shares\nof Common Stock and requests that certificates for such shares (or so many\nthereof as may be issuable upon this exercise, if this exercise is being made\npursuant to Section 1.2 of the Warrant) be issued in the name of and delivered\nto the undersigned at the address stated below, and, if additional shares remain\navailable for purchase pursuant to the Warrant, the new Warrant evidencing the\nright to purchase the balance of such shares shall be registered in the name of,\nand delivered to, the undersigned at the address stated below.  The undersigned\nhereby agrees with and represents to the Company that said shares of common\nstock are acquired for investment and not with a view to, or for sale in\nconnection with, any distribution or public offering thereof within the meaning\nof the Securities Act of 1933, as amended, and agrees that the exercise of the\nWarrant and the issuance and transfer of the common stock to be purchased are\nsubject to Sections 7 and 8 of the Warrant.\n\n     Payment is enclosed in the amount of $____________________\n\n     Dated: _____________________\n\n\n                                       _________________________________\n\n\n                              By _______________________________________\n                              Its_______________________________________\nADDRESS:\n\n_____________________________\n_____________________________\n_____________________________\n\nEIN:____________________\n\nPHONE:_______________________\nFACSIMILE:___________________\n\n\n\n \n                                   ASSIGNMENT\n\n                                        \n\n     For value received ________________ hereby sells, assigns and transfers\nunto________________the InfoSpace, Inc. Common Stock Purchase Warrant number W-\n___, together with all right, title and interest therein, and does hereby\nirrevocably constitute and appoint Perkins Coie attorney, to transfer said\nWarrant on the books of the within-named Company, with full power of\nsubstitution in the premises.\n\n     Dated:_______________________\n\n                                   _______________________________________\n\n\n                                   By_____________________________________\n                                   Its____________________________________\n\n\n \n                                LIST OF HOLDERS\n\n                                        \n\n\n                                             \nAcorn Ventures - IS, LLC                    W-1, Warrant to purchase up to 1,801,310\n                                            shares of Common Stock at $2.00 per share.\n\n                                            W-2, Warrant to purchase up to 788,073\n                                            shares of Common Stock at $3.00 per share.\n\n                                            W-3 Warrant to purchase up to 788,073\n                                            shares of Common Stock at $5.00 per share.\n\nKellett Partners, L.L.P.                    W-4, Warrant to purchase up to 245,633\n                                            shares of Common Stock at $2.00 per share.\n\n                                            W-5, Warrant to purchase up to 107,464\n                                            shares of Common Stock at $3.00 per share.\n\n                                            W-6, Warrant to purchase up to 107,464\n                                            shares of Common Stock at $5.00 per share.\n\nJohn and Carolyn Cunningham                 W-7, Warrant to purchase up to 81,879\n                                            shares of Common Stock at $2.00 per share.\n\n                                            W-8, Warrant to purchase up to 35,821\n                                            shares of Common Stock at $3.00 per share.\n\n                                            W-9, Warrant to purchase up to 35,821\n                                            shares of Common Stock at $5.00 per share.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7855],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43348","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-infospace-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43348","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43348"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43348"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43348"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43348"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}