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EXHIBIT 10.30.1
AMENDMENT TO COMMON STOCK PURCHASE WARRANT W-2
This Amendment to the Common Stock Purchase Warrant W-2 ("WARRANT
AMENDMENT") is made and entered into as of January 25, 2001 ("AMENDMENT
EFFECTIVE DATE"), by and between Xxxxx Xxxxxxxx, an individual, x/x Xxxxx
Xxxxxxx Xxxxxxxxx & Xxxxxxxxx Xxxxxxxxxxxxx, Inc., 000 Xxxxx Xxxxx Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "ARTIST" or "XXXXX XXXXXXXX"), and Audible, Inc., a
Delaware corporation with principal offices at 00 Xxxxxxxxxxx Xxxxxxxxx, Xxxxx,
Xxx Xxxxxx 00000 ("AUDIBLE").
RECITALS
WHEREAS, Artist and Audible are parties to that certain Agreement dated as
of June 17,1999 ("AGREEMENT");
WHEREAS, Artist and Audible are parties to that certain Common Stock
Purchase Warrant W-2 dated as of June 17, 1999 ("WARRANT AGREEMENT"); and
WHEREAS, Subject to paragraph 12 of the Amendment to the Agreement executed
concurrently herewith, Artist and Audible desire to amend the Warrant Agreement
in certain respects, all as further described in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Artist and Audible
agree to the foregoing and as follows:
1. SECTION 2, EXERCISE PRICE; NUMBER OF SHARES. Section 2 is hereby
deleted in its entirety and replaced with the following:
"2. Exercise Price; Number of Shares. Subject to the terms and
conditions hereinafter set forth, the registered holder of this
Warrant (the "Holder"), commencing on the date hereof, is entitled
upon surrender of this Warrant with the subscription form annexed
hereto duly executed, at the office of the Company or such other
office as the Company shall notify the Holder in writing, to
purchase from the Company at $0.91 per share (the "Exercise Price"),
such number of fully paid and nonassessable shares of the Company's
Common Stock, $0.01 par value (the "Common Stock") as is set forth
on Schedule A (the "Warrant Shares"). The Warrant Shares are subject
to vesting as provided on Schedule A."
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2. SCHEDULE A. SCHEDULE A of the Warrant Agreement is hereby deleted
in its entirety and replaced with the Schedule A attached hereto.
3. VOIDING OF THIS WARRANT AMENDMENT. In the event that Artist fails
to commence delivery of Programs (as defined in the Agreement) to Audible with
sufficient lead time to enable Audible to distribute the first of such Programs
on May 9, 2001, this Warrant Amendment shall be null and void and the Warrant
Agreement as it existed prior to the execution of this Warrant Amendment shall
control.
4. AUTHORITY. Each party represents and warrants to the other party
that this Warrant Amendment is being executed by the authorized representatives
of each respective party.
5. NO OTHER AMENDMENTS. Except as expressly amended herein, the
terms and conditions of the Common Stock Purchase Warrant shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, Artist and Audible have executed this Amendment to the
Common Stock Purchase Warrant as of the date first above written.
XXXXX XXXXXXXX AUDIBLE, INC.
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx
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SCHEDULE A
The Holder shall be entitled to exercise this Warrant for shares of Common
Stock as follows.
(1) Number of Warrant Shares
This Warrant shall be exercisable for up to 400,000 shares of Common
Stock.
(2) Vesting
The Warrant Shares shall become exercisable in accordance with the following
vesting schedule so long as Xxxxxxxx continues to perform services pursuant to
that certain Agreement, as amended, by and between the Company and Xxxxxxxx,
dated as of the date hereof (the "Services Agreement"):
(a) 200,000 Warrant Shares shall become exercisable as of
February 1, 2001.
(b) 200,000 Warrant Shares shall become exercisable as follows: 10,000
Warrant Shares shall become exercisable at the beginning of every month
commencing May 1, 2001 and ending December 31, 2002.
Not withstanding the foregoing, the Warrant Shares shall become 100%
exercisable upon the closing of an event described in Sections 8(b) or 8(d) so
long as immediately prior to such event Xxxxxxxx continues to perform services
pursuant to the Services Agreement.
