Warrants To Purchase Common Stock
For good and valuable consideration, and in connection with advisory and
consulting services provided and to be provided under a letter Agreement dated
June 10, 1997, IntraLinks, Inc., a Delaware corporation ("IntraLinks" or the
"Company") does hereby grant to Landwell Financial Services, Inc., a New Jersey
corporation ("Landwell") warrants (hereinafter referred to as the "Landwell
Warrants") for the right to purchase 15,000 shares of common stock of IntraLinks
at an exercise price of $50,000.
The Landwell Warrants may be exercised at any time in whole (but not in part)
during the five-year period commencing July 1, 1997 and ending June 30, 2002.
The Landwell Warrants, on an "as-exercised basis", will be governed by the terms
and conditions of Intralinks Shareholders' Agreement, as amended from time to
time (the terms of which are incorporated herein by reference) that apply to
holders of Intralinks' common stock, except that Landwell Warrants will have no
voting rights until such warrants are exercised and converted into actual shares
of IntraLinks common stock. In particular but without limitation, Landwell
Warrants will have the same pre-emptive rights, on an "as-exercised basis", as
other IntraLinks common stock, and Landwell Warrants will have the same exit
rights, including "piggyback" rights and "tag along" rights, as other IntraLInks
common stock, all as provided in the aforesaid IntraLInks Shareholders'
Agreement.
Landwell may not sell, transfer, pledge or assign Landwell Warrants to any party
other than to such party or parties permitted to other IntraLinks common
stockholders under IntraLInks Shareholders' Agreement. In event of a permitted
opportunity for Landwell to sell Landwell Warrants, the Company will use its
best efforts to enable Landwell, at its specific written request, to sell
Landwell Warrants on such terms and conditions that will maximize potential
income tax benefits to landwell from the transaction including,without
limitations the right to sell Landwell Warrants to a buyer in the form of
warrants (without the need to for Landwell first to exercise Landwell Warrants
into shares of IntraLinks common stock.)
Both Xxxxxxxx and IntraLinks acknowledge, understand and fully agree that
Paragraph 4., "Representations and Warranties", Paragraph 5., Representations of
the Company", and Paragraph 6., "Miscellaneous" of Intralinks' Subscription
Agreement for Series A Preferred Stock, dated January 15, 1997, shall apply to
the Landwell Warrants and that such provisions expressly are incorporated herein
by reference.
In Witness Whereof, the undersigned have caused this agreement to be executed as
of June 10, 1997, and agree to be bound by this agreement
Xxxxx X. Xxxxxxxx Xxxx X. Xxxxx
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Xxxxx X. Xxxxxxxx Xxxx X. Xxxxx
Chairman of the Board Chief Executive Officer
Landwell Financial Services, Inc. Intralinks, Inc.
00 Xxxxxxxxxx Xxxxx 0000 Xxxxxxxx
Xxxxxx, XX 00000-0000 Xxx Xxxx, XX 00000-6106
