EXHIBIT 4.13
ASK JEEVES, INC.
AND
[_____________], AS WARRANT AGENT
FORM OF COMMON STOCK
WARRANT AGREEMENT
DATED AS OF
[------------------]
TABLE OF CONTENTS
PAGE
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ARTICLE I ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES................... 1
Section 1.1 Issuance of Warrants............................................................. 1
Section 1.2 Execution and Delivery of Warrant Certificates................................... 1
Section 1.3 Issuance of Warrant Certificates................................................. 2
ARTICLE II WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.......................................... 3
Section 2.1 Warrant Price.................................................................... 3
Section 2.2 Duration of Warrants............................................................. 3
Section 2.3 Exercise of Warrants............................................................. 3
ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.................... 4
Section 3.1 No Rights as Warrant Securityholder Conferred by Warrants or Warrant
Certificates..................................................................... 4
Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates........................ 4
Section 3.3 Holder of Warrant Certificate May Enforce Rights................................. 5
Section 3.4 Adjustments...................................................................... 5
Section 3.5 Notice to Warrantholders......................................................... 8
Section 3.6 [If the Warrants are subject to acceleration by the Company, insert --
Acceleration of Warrants by the Company.......................................... 8
ARTICLE IV EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES............................................. 9
Section 4.1 Exchange and Transfer of Warrant Certificates.................................... 9
Section 4.2 Treatment of Holders of Warrant Certificates..................................... 10
Section 4.3 Cancellation of Warrant Certificates............................................. 10
ARTICLE V CONCERNING THE WARRANT AGENT.............................................................. 10
Section 5.1 Warrant Agent.................................................................... 10
Section 5.2 Conditions of Warrant Agent's Obligations........................................ 10
Section 5.3 Resignation, Removal and Appointment of Successor................................ 12
ARTICLE VI MISCELLANEOUS............................................................................. 13
Section 6.1 Amendment........................................................................ 13
Section 6.2 Notices and Demands to the Company and Warrant Agent............................. 13
Section 6.3 Addresses........................................................................ 14
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TABLE OF CONTENTS
(continued)
PAGE
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Section 6.4 Governing Law.................................................................... 14
Section 6.5 Delivery of Prospectus........................................................... 14
Section 6.6 Obtaining of Governmental Approvals.............................................. 14
Section 6.7 Persons Having Rights Under Warrant Agreement.................................... 14
Section 6.8 Headings......................................................................... 14
Section 6.9 Counterparts..................................................................... 14
Section 6.10 Inspection of Agreement.......................................................... 14
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ASK JEEVES, INC.
Form of Common Stock Warrant Agreement
COMMON STOCK WARRANT AGREEMENT, dated as of [________]between ASK JEEVES,
INC., a Delaware corporation (the "COMPANY") and [___________], a [corporation]
[national banking association] organized and existing under the laws of
[___________] and having a corporate trust office in [_____________], as warrant
agent (the "WARRANT AGENT").
WHEREAS, the Company proposes to sell [if Warrants are sold with other
securities -- [title of such other securities being offered] (the "OTHER
SECURITIES") with] warrant certificates evidencing one or more warrants (the
"WARRANTS" or individually a "WARRANT") representing the right to purchase
Common Stock of the Company, par value $0.001 per share (the "WARRANT
SECURITIES"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "WARRANT CERTIFICATES"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange, exercise and replacement of the
Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
SECTION 1.1 ISSUANCE OF WARRANTS. [If Warrants alone -- Upon issuance,
each Warrant Certificate shall evidence one or more Warrants.] [If Other
Securities and Warrants -- Warrants shall be [initially] issued in connection
with the issuance of the Other Securities [but shall be separately transferable
on and after [___________] (the "Detachable Date")] [and shall not be separately
transferable] and each Warrant Certificate shall evidence one or more Warrants.]
Each Warrant evidenced thereby shall represent the right, subject to the
provisions contained herein and therein, to purchase one Warrant Security. [If
Other Securities and Warrants -- Warrant Certificates shall be initially issued
in units with the Other Securities and each Warrant Certificate included in such
a unit shall evidence [_____________] Warrants for each [$ [__________]principal
amount] [_________shares] of Other Securities included in such unit.]
SECTION 1.2 EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each Warrant
Certificate, whenever issued, shall be in registered form substantially in the
form set forth in Exhibit A hereto, shall be dated the date of its
countersignature by the Warrant Agent and may have such letters, numbers, or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing
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the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on
which the Warrants may be listed, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by any of its present or
future chief executive officers, presidents, senior vice presidents, vice
presidents, chief financial officers, chief legal officers, treasurers,
assistant treasurers, controllers, assistant controllers, secretaries or
assistant secretaries under its corporate seal reproduced thereon. Such
signatures may be manual or facsimile signatures of such authorized officers and
may be imprinted or otherwise reproduced on the Warrant Certificates. The seal
of the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.
The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that purpose
[If Other Securities and Warrants are not immediately detachable -- or upon the
registration of the Other Securities prior to the Detachable Date. Prior to the
Detachable Date, the Company will, or will cause the registrar of the Other
Securities to, make available at all times to the Warrant Agent such information
as to holders of the Other Securities as may be necessary to keep the Warrant
Agent's records up to date].
SECTION 1.3 ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase Warrant Securities may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt
of Warrant Certificates duly executed on behalf of the Company, countersign such
Warrant Certificates and shall deliver such Warrant Certificates to or upon the
order of the Company.
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ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.1 WARRANT PRICE. During the period specified in Section 2.2,
each Warrant shall, subject to the terms of this Warrant Agreement and the
applicable Warrant Certificate, entitle the holder thereof to initially purchase
the number of Warrant Securities specified in the applicable Warrant Certificate
at an initial exercise price of $ [_________] per Warrant Security, subject to
adjustment upon the occurrence of certain events, as hereinafter provided. Such
purchase price per Warrant Security is referred to in this Agreement as the
"WARRANT PRICE."
SECTION 2.2 DURATION OF WARRANTS. Each Warrant may be exercised in whole
or in part at any time, as specified herein, on or after [the date thereof]
[______] and at or before [_______] p.m., [City] time, on _________ or such
later date as the Company may designate by notice to the Warrant Agent and the
holders of Warrant Certificates mailed to their addresses as set forth in the
record books of the Warrant Agent (the "EXPIRATION DATE"). Each Warrant not
exercised at or before [_________] p.m., [City] time, on the Expiration Date
shall become void, and all rights of the holder of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease.
SECTION 2.3 EXERCISE OF WARRANTS.
(a) During the period specified in Section 2.2, the Warrants may be
exercised to purchase a whole number of Warrant Securities in registered form by
providing certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds] the
Warrant Price for each Warrant Security with respect to which a Warrant is being
exercised to the Warrant Agent at its corporate trust office, provided that such
exercise is subject to receipt within five business days of such payment by the
Warrant Agent of the Warrant Certificate with the form of election to purchase
Warrant Securities set forth on the reverse side of the Warrant Certificate
properly completed and duly executed. The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of the
Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised; provided, however, that if, at the date of receipt of such Warrant
Certificates and payment in full of the Warrant Price, the transfer books for
the Warrant Securities purchasable upon the exercise of such Warrants shall be
closed, no such receipt of such Warrant Certificates and no such payment of such
Warrant Price shall be effective to constitute the person so designated to be
named as the holder of record of such Warrant Securities on such date, but shall
be effective to constitute such person as the holder of record of such Warrant
Securities for all purposes at the opening of business on the next succeeding
day on which the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be opened, and the certificates for the Warrant
Securities in respect of which such Warrants are then exercised shall be
issuable as of the date on such next succeeding day on which the transfer books
shall next be opened, and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Securities. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it and shall advise the Company by
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telephone at the end of each day on which a payment for the exercise of Warrants
is received of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrant Securities with
respect to which Warrants were exercised, (ii) the instructions of each holder
of the Warrant Certificates evidencing such Warrants with respect to delivery of
the Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants for the remaining Warrant Securities after such exercise, and (iv) such
other information as the Company shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue to or upon the order of the holder of the Warrant
Certificate evidencing such Warrant the Warrant Securities to which such holder
is entitled, in fully registered form, registered in such name or names as may
be directed by such holder. If fewer than all of the Warrants evidenced by such
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate evidencing Warrants for the number of Warrant Securities
remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities, and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.
(e) Prior to the issuance of any Warrants there shall have been
reserved, and the Company shall at all times through the Expiration Date keep
reserved, out of its authorized but unissued Warrant Securities, a number of
shares sufficient to provide for the exercise of the Warrants.
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
SECTION 3.1 NO RIGHTS AS WARRANT SECURITYHOLDER CONFERRED BY WARRANTS OR
WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby shall
entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
dividends or distributions, if any, on the Warrant Securities or to exercise any
voting rights, except to the extent expressly set forth in this Agreement or the
applicable Warrant Certificate.
SECTION 3.2 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and
the Company of the ownership of and the loss, theft, destruction or mutilation
of any Warrant Certificate and/or
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indemnity reasonably satisfactory to the Warrant Agent and the Company and, in
the case of mutilation, upon surrender of the mutilated Warrant Certificate to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired by
a bona fide purchaser, the Company shall execute, and an authorized officer of
the Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing Warrants for a like number
of Warrant Securities. Upon the issuance of any new Warrant Certificate under
this Section 3.2, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or
destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The provisions
of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.
SECTION 3.3 HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the holder of any Warrant
Securities or the holder of any other Warrant Certificate, may, in such holder's
own behalf and for such holder's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, such holder's right to exercise the Warrants
evidenced by such holder's Warrant Certificate in the manner provided in such
holder's Warrant Certificate and in this Agreement.
SECTION 3.4 ADJUSTMENTS.
(a) In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the Warrant Price in
effect immediately prior to such subdivision shall be proportionately reduced
and the number of Warrant Securities purchasable under the Warrants shall be
proportionately increased. Conversely, in case the outstanding shares of Common
Stock of the Company shall be combined into a smaller number of shares, the
Warrant Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Securities purchasable under
the Warrants shall be proportionately decreased.
(b) If at any time or from time to time the holders of Common Stock (or
any shares of stock or other securities at the time receivable upon the exercise
of the Warrants) shall have received or become entitled to receive, without
payment therefore,
(i) Common Stock or any shares of stock or other securities which
are at any time directly or indirectly convertible into or exchangeable
for Common Stock, or any rights or options to subscribe for, purchase or
otherwise acquire any of the foregoing by way of dividend or other
distribution;
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(ii) any cash paid or payable otherwise than as a cash dividend
paid or payable out of the Company's current or retained earnings;
(iii) any evidence of the Company's indebtedness or rights to
subscribe for or purchase the Company's indebtedness; or
(iv) Common Stock or additional stock or other securities or
property (including cash) by way of spinoff, split-up, reclassification,
combination of shares or similar corporate rearrangement (other than
shares of Common Stock issued as a stock split or adjustments in respect
of which shall be covered by the terms of Section 3.4(a) above),
then and in each such case, the holder of each Warrant shall, upon the exercise
of the Warrant, be entitled to receive, in addition to the number of Warrant
Securities receivable thereupon, and without payment of any additional
consideration therefore, the amount of stock and other securities and property
(including cash and indebtedness (or rights to subscribe for or purchase
indebtedness) which such holder would hold on the date of such exercise had he
been the holder of record of such Warrant Securities as of the date on which
holders of Common Stock received or became entitled to receive such shares or
all other additional stock and other securities and property.
(c) In case of (i) any reclassification, capital reorganization, or
change in the Common Stock of the Company (other than as a result of a
subdivision, combination, or stock dividend provided for in Section 3.4(a) or
Section 3.4(b) above), (ii) share exchange, merger or similar transaction of the
Company with or into another person or entity (other than a share exchange,
merger or similar transaction in which the Company is the acquiring or surviving
corporation and which does not result in any change in the Common Stock other
than the issuance of additional shares of Common Stock) or (iii) the sale,
exchange, lease, transfer or other disposition of all or substantially all of
the properties and assets of the Company as an entirety (in any such case, a
"REORGANIZATION EVENT"), then, as a condition of such Reorganization Event,
lawful provisions shall be made, and duly executed documents evidencing the same
from the Company or its successor shall be delivered to the holders of the
Warrants, so that the holders of the Warrants shall have the right at any time
prior to the expiration of the Warrants to purchase, at a total price equal to
that payable upon the exercise of the Warrants, the kind and amount of shares of
stock and other securities and property receivable in connection with such
Reorganization Event by a holder of the same number of Warrant Securities as
were purchasable by the holders of the Warrants immediately prior to such
Reorganization Event. In any such case appropriate provisions shall be made with
respect to the rights and interests of the holders of the Warrants so that the
provisions hereof shall thereafter be applicable with respect to any shares of
stock or other securities and property deliverable upon exercise the Warrants,
and appropriate adjustments shall be made to the Warrant Price payable hereunder
provided the aggregate purchase price shall remain the same. In the case of any
transaction described in clauses (ii) and (iii) above, the Company shall
thereupon be relieved of any further obligation hereunder or under the Warrants,
and the Company as the predecessor corporation may thereupon or at any time
thereafter be dissolved, wound up or liquidated. Such successor or assuming
entity thereupon may cause to be signed, and may issue either in its own name or
in the name of the Company, any or all of the Warrants issuable hereunder which
heretofore shall not
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have been signed by the Company, and may execute and deliver securities in its
own name, in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so issued shall in all respects have
the same legal rank and benefit under this Agreement as the Warrants theretofore
or thereafter issued in accordance with the terms of this Agreement as though
all of such Warrants had been issued at the date of the execution hereof. In any
case of any such Reorganization Event, such changes in phraseology and form (but
not in substance) may be made in the Warrants thereafter to be issued as may be
appropriate.
The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such Reorganization Event complies with the
provisions of this Section 3.4.
(d) The Company may, at its option, at any time until the Expiration
Date, reduce the then current Warrant Price to any amount deemed appropriate by
the Board of Directors of the Company for any period not exceeding twenty
consecutive days (as evidenced in a resolution adopted by such Board of
Directors), but only upon giving the notices required by Section 3.5 at least
ten days prior to taking such action.
(e) Except as herein otherwise expressly provided, no adjustment in the
Warrant Price shall be made by reason of the issuance of shares of Common Stock,
or securities convertible into or exchangeable for shares of Common Stock, or
securities carrying the right to purchase any of the foregoing or for any other
reason whatsoever.
(f) No fractional Warrant Securities shall be issued upon the exercise
of Warrants. If more than one Warrant shall be exercised at one time by the same
holder, the number of full Warrant Securities which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of Warrant
Securities purchased pursuant to the Warrants so exercised. Instead of any
fractional Warrant Security which would otherwise be issuable upon exercise of
any Warrant, the Company shall pay a cash adjustment in respect of such fraction
in an amount equal to the same fraction of the last sales price (or bid price if
there were no sales) per Warrant Security, in either case as reported on the New
York Stock Exchange Composite Tape on the business day which next precedes the
day of exercise or, if the Warrant Securities are not then listed or admitted to
trading on the New York Stock Exchange, on the principal national securities
exchange on which the Warrant Securities are listed or admitted to trading or,
if not listed or admitted to trading on any national securities exchange, on the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ"), or if the Warrant Securities are not
then listed or admitted to trading on any national securities exchange or quoted
on the National Market System of NASDAQ, the average of the closing high bid and
low asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the Warrant Securities are not
quoted by any such organization, an amount equal to the same fraction of the
average of the closing bid and asked prices as furnished by any New York Stock
Exchange firm selected from time to time by the Company for that purpose at the
close of business on the business day which next precedes the day of exercise.
(g) Whenever the Warrant Price then in effect is adjusted as herein
provided, the Company shall mail to each holder of the Warrants at such holder's
address as it shall appear on the books of the Company a statement setting forth
the adjusted Warrant Price then and
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thereafter effective under the provisions hereof, together with the facts, in
reasonable detail, upon which such adjustment is based.
SECTION 3.5 NOTICE TO WARRANTHOLDERS. In case the Company shall (a) effect
any dividend or distribution described in Section 3.4(b), (b) effect any
Reorganization Event, (c) make any distribution on or in respect of the Common
Stock in connection with the dissolution, liquidation or winding up of the
Company, or (d) reduce the then current Warrant Price pursuant to Section
3.4(d), then the Company shall mail to each holder of Warrants at such holder's
address as it shall appear on the books of the Warrant Agent, at least ten days
prior to the applicable date hereinafter specified, a notice stating (x) the
record date for such dividend or distribution, or, if a record is not to be
taken, the date as of which the holders of record of Common Stock that will be
entitled to such dividend or distribution are to be determined, (y) the date on
which such Reorganization Event, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
Reorganization Event, dissolution, liquidation or winding up, or (z) the first
date on which the then current Warrant Price shall be reduced pursuant to
Section 3.4(d). No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect any such transaction or any adjustment in the
Warrant Price required by Section 3.4.
SECTION 3.6 [IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY,
INSERT--ACCELERATION OF WARRANTS BY THE COMPANY.
(a) At any time on or after[__________], the Company shall have the
right to accelerate any or all Warrants at any time by causing them to expire at
the close of business on the day next preceding a specified date (the
"ACCELERATION DATE"), if the Market Price (as hereinafter defined) of the Common
Stock equals or exceeds[__________] percent (____%) of the then effective
Warrant Price on any twenty Trading Days (as hereinafter defined) within a
period of thirty consecutive Trading Days ending no more than five Trading Days
prior to the date on which the Company gives notice to the Warrant Agent of its
election to accelerate the Warrants.
(b) Market Price" for each Trading Day shall be, if the Common Stock is
listed or admitted for trading on the New York Stock Exchange, the last reported
sale price, regular way (or, if no such price is reported, the average of the
reported closing bid and asked prices, regular way) of Common Stock, in either
case as reported on the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed or admitted to trading on the New York Stock Exchange, on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of NASDAQ or, if not listed
or admitted to trading on any national securities exchange or quoted on the
National Market System of NASDAQ, the average of the closing high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the shares of Common Stock are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose. "Trading Day" shall be each Monday through
Friday, other than any day on which
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securities are not traded in the system or on the exchange that is the principal
market for the Common Stock, as determined by the Board of Directors of the
Company.
(c) In the event of an acceleration of less than all of the Warrants,
the Warrant Agent shall select the Warrants to be accelerated by lot, pro rata
or in such other manner as it deems, in its discretion, to be fair and
appropriate.
(d) Notice of an acceleration specifying the Acceleration Date shall be
sent by mail first class, postage prepaid, to each registered holder of a
Warrant Certificate representing a Warrant accelerated at such holder's address
appearing on the books of the Warrant Agent not more than sixty days nor less
than thirty days before the Acceleration Date. Such notice of an acceleration
also shall be given no more than twenty days, and no less than ten days, prior
to the mailing of notice to registered holders of Warrants pursuant to this
Section 3.6, by publication at least once in a newspaper of general circulation
in the City of New York.
(e) Any Warrant accelerated may be exercised until [ _____] p.m., [City]
time, on the business day next preceding the Acceleration Date. The Warrant
Price shall be payable as provided in Section 2.]
ARTICLE IV
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.1 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [If Other
Securities with Warrants which are immediately detachable--Upon] [If Other
Securities with Warrants which are not immediately detachable--Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Other Security to which the Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with an
exchange or transfer of such Other Security. Prior to any Detachable Date, each
transfer of the Other Security shall operate also to transfer the related
Warrant Certificates. After the Detachable Date, upon] surrender at the
corporate trust office of the Warrant Agent, Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other Warrant Certificates evidence Warrants for the
same aggregate number of Warrant Securities as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office, books
in which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at
its corporate trust office for exchange or registration of transfer, properly
endorsed or accompanied by appropriate instruments of registration of transfer
and written instructions for transfer, all in form satisfactory to the Company
and the Warrant Agent. No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer. Whenever any Warrant Certificates are so surrendered
for exchange or registration of transfer, an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company, as so requested.
9
The Warrant Agent shall not be required to effect any exchange or registration
of transfer which will result in the issuance of a Warrant Certificate
evidencing a Warrant for a fraction of a Warrant Security or a number of
Warrants for a whole number of Warrant Securities and a fraction of a Warrant
Security. All Warrant Certificates issued upon any exchange or registration of
transfer of Warrant Certificates shall be the valid obligations of the Company,
evidencing the same obligations and entitled to the same benefits under this
Agreement as the Warrant Certificate surrendered for such exchange or
registration of transfer.
SECTION 4.2 TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [If Other
Securities and Warrants are not immediately detachable--Prior to the Detachable
Date, the Company, the Warrant Agent and all other persons may treat the owner
of the Other Security as the owner of the Warrant Certificates initially
attached thereto for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced by such Warrant Certificates, any
notice to the contrary notwithstanding. After the Detachable Date and prior to
due presentment of a Warrant Certificate for registration of transfer, the]
[T]he Company, the Warrant Agent and all other persons may treat the registered
holder of a Warrant Certificate as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.
SECTION 4.3 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant Certificate
surrendered for exchange, registration of transfer or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange therefor or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.1 WARRANT AGENT. The Company hereby appoints [____________] as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
[____________] hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions
hereof.
SECTION 5.2 CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
10
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
without negligence, bad faith or willful misconduct by the Warrant Agent in
connection with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, bad faith
or willful misconduct on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, including the reasonable
costs and expenses of defending against any claim of such liability.
(b) AGENT FOR THE COMPANY. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.
(c) COUNSEL. The Warrant Agent may consult with counsel satisfactory to
it, which may include counsel for the Company, and the written advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) DOCUMENTS. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted by it in reliance
upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.
(e) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in, Warrants,
with the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of Warrant Securities or other obligations of the Company as freely as if it
were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as trustee under any indenture
to which the Company is a party.
(f) NO LIABILITY FOR INTEREST. Unless otherwise agreed with the Company,
the Warrant Agent shall have no liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.
(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates (except as to the Warrant Agent's countersignature thereon).
(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent shall not
be responsible for any of the recitals or representations herein or in the
Warrant Certificates (except
11
as to the Warrant Agent's countersignature thereon), all of which are made
solely by the Company.
(i) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates.
The Warrant Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained herein
or in the Warrant Certificates or in the case of the receipt of any written
demand from a holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.2 hereof, to make any demand upon
the Company.
SECTION 5.3 RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR.
(a) The Company agrees, for the benefit of the holders from time to time
of the Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as agent by giving written
notice to the Company of such intention on its part, specifying the date on
which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the intended date when it
shall become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.2(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall commence a voluntary case under the Federal bankruptcy laws,
as now or hereafter constituted, or under any other applicable Federal or state
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action, or a decree or
order for relief by a court having jurisdiction in the premises shall have
12
been entered in respect of the Warrant Agent in an involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or similar law, or a decree
or order by a court having jurisdiction in the premises shall have been entered
for the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent
or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not materially adversely affect the interests of the holders of the
Warrant Certificates.
SECTION 6.2 NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
13
SECTION 6.3 ADDRESSES. Any communication from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to [_____________],
Attention: [__________] and any communication from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Ask Jeeves, Inc.,
0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000, Attention: Chief
Financial Officer (or such other address as shall be specified in writing by the
Warrant Agent or by the Company).
SECTION 6.4 GOVERNING LAW. This Agreement and each Warrant Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York.
SECTION 6.5 DELIVERY OF PROSPECTUS. The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, relating to the Warrant Securities
deliverable upon exercise of the Warrants (the "PROSPECTUS"), and the Warrant
Agent agrees that upon the exercise of any Warrant, the Warrant Agent will
deliver to the holder of the Warrant Certificate evidencing such Warrant, prior
to or concurrently with the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.
The Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.
SECTION 6.6 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities act filings under United States Federal and state
laws (including without limitation a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933, as amended),
which may be or become requisite in connection with the issuance, sale,
transfer, and delivery of the Warrant Securities issued upon exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the
expiration of the period during which the Warrants are exercisable.
SECTION 6.7 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in this
Agreement shall give to any person other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.
SECTION 6.8 HEADINGS. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
SECTION 6.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
SECTION 6.10 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
ASK JEEVES, INC.
By: ___________________________________
Its: __________________________________
Attest:
______________________________ _______________________________________
Warrant agent
By: ___________________________________
Its: __________________________________
[SIGNATURE PAGE TO COMMON STOCK WARRANT AGREEMENT]
15
EXHIBIT A
FORM OF WARRANT CERTIFICATE
[FACE OF WARRANT CERTIFICATE]
[Form if Warrants are attached to Other Prior to , this Warrant
Securities and are not immediately detachable. Certificate cannot be
transferred or exchanged
unless attached to a [Title
of Other Securities].]
[Form of Legend if Warrants are not Prior to , Warrants
immediately exercisable. evidenced by this Warrant
Certificate cannot be
exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER [_______] P.M., [CITY] TIME, ON _______, __________
ASK JEEVES, INC.
WARRANT CERTIFICATE REPRESENTING
WARRANTS TO PURCHASE
COMMON STOCK, PAR VALUE $0.001 PER SHARE
______________________________
No. Warrants
This certifies that [___________] or registered assigns is the registered
owner of the above indicated number of Warrants, each Warrant entitling such
owner [if Warrants are attached to Other Securities and are not immediately
detachable--, subject to the registered owner qualifying as a "Holder" of this
Warrant Certificate, as hereinafter defined),] to purchase, at any time [after
[_________] p.m., [City] time, on [_______] and] on or before [________] p.m.,
[City] time, on __________,_____ shares of Common Stock, par value $0.001 per
share (the "WARRANT SECURITIES"), of Ask Jeeves, Inc. (the "COMPANY") on the
following basis: during the period from [__________], through and including
[__________], the exercise price per Warrant Security will be $[__________] ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the "WARRANT PRICE"). The Holder may exercise the Warrants evidenced
hereby by providing certain information set forth on the back hereof and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], the Warrant Price for each
Warrant Security with respect to which this Warrant is exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate trust
office of [name of Warrant Agent], or its successor as warrant agent (the
"WARRANT AGENT"), which is,
A-1
on the date hereof, at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
The term "HOLDER" as used herein shall mean [if Warrants are attached to
Other Securities and are not immediately detachable--prior to [__________,
______] (the "DETACHABLE DATE"), the registered owner of the Company's [title of
Other Securities]to which this Warrant Certificate was initially attached, and
after such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4 of the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate may be exercised to
purchase a whole number of Warrant Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Holder hereof a new Warrant
Certificate evidencing Warrants for the number of Warrant Securities remaining
unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of [__________ , ___] (the "WARRANT AGREEMENT"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent.
[If Warrants are attached to Other Securities and are not immediately
detachable--Prior to the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities] (the
"OTHER SECURITIES") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting or in conjunction with, an exchange or
transfer of such Other Security. Additionally, on or prior to the Detachable
Date, each transfer of such Other Security on the register of the Other
Securities shall operate also to transfer this Warrant Certificate. After such
date, transfer of this] [If Warrants are attached to Other Securities and are
immediately detachable--Transfer of this] Warrant Certificate may be registered
when this Warrant Certificate is surrendered at the corporate trust office of
the Warrant Agent by the registered owner or such owner's assigns, in the manner
and subject to the limitations provided in the Warrant Agreement.
[If Other Securities with Warrants which are not immediately
detachable--Except as provided in the immediately preceding paragraph, after]
[If Other Securities with Warrants which are immediately detachable or Warrants
alone--After] countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing Warrants for the same aggregate number of Warrant Securities.
This Warrant Certificate shall not entitle the Holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation, the
right to receive payments of dividends or distributions, if any, on the Warrant
Securities (except to the extent set forth in the Warrant Agreement) or to
exercise any voting rights.
A-2
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in
its name and on its behalf by the facsimile signatures of its duly authorized
officers.
ASK JEEVES, INC.
Dated: __________________________________
By: ______________________________
Its: _____________________________
Attest:
_______________________________
Countersigned:
_______________________________
As warrant Agent
By ____________________________
Warrant agent
A-3
[REVERSE OF WARRANT CERTIFICATE]
(Instructions for Exercise of Warrant)
To exercise any Warrants evidenced hereby for Warrant Securities (as
hereinafter defined), the Holder must pay, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of
Warrant Agent], Attn: [__________], which payment must specify the name of the
Holder and the number of Warrants exercised by such Holder. In addition, the
Holder must complete the information required below and present this Warrant
Certificate in person or by mail (certified or registered mail is recommended)
to the Warrant Agent at the appropriate address set forth above. This Warrant
Certificate, completed and duly executed, must be received by the Warrant Agent
within five business days of the payment.
(To be executed upon exercise of Warrants)
The undersigned hereby irrevocably elects to exercise
[__________]Warrants, evidenced by this Warrant Certificate, to purchase
[__________] shares of the Common Stock, par value $0.001 per share (the
"WARRANT SECURITIES"), of Ask Jeeves, Inc. and represents that he has tendered
payment for such Warrant Securities, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds], to
the order of Ask Jeeves, Inc., c/o [insert name and address of Warrant Agent],
in the amount of $[________] in accordance with the terms hereof. The
undersigned requests that said Warrant Securities be in fully registered form in
the authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
evidencing the Warrants for the number of Warrant Securities remaining
unexercised be issued and delivered to the undersigned unless otherwise
specified in the instructions below.
Dated: _____________________________ Name _______________________________
(Please Print)
Address: ___________________________
___________________________
____________________________________
(Insert Social Security or Other
Indentifying Number of Holder)
Signature Guaranteed ____________________________________
Signature
A-4
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear a
signature guarantee by a
bank, trust company or
member broker of the New
York, Midwest or Pacific
Stock Exchange)
This Warrant may be exercised at the following addresses:
By Hand at _________________________________________________________________
_________________________________________________________________
By mail at _________________________________________________________________
_________________________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing Warrants for the number of Warrant Securities
remaining unexercised--complete as appropriate.]
A-5
ASSIGNMENT
[Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto:
______________________________ __________________________________________
______________________________ __________________________________________
please print name and address Please insert Social Security or other
including zip code) Identifying number
the right represented by the within Warrant to purchase [__________] shares of
[Title of Warrant Securities] of Ask Jeeves, Inc. to which the within Warrant
relates and appoints [________] attorney to transfer such right on the books of
the Warrant Agent with full power of substitution in the premises.
Dated ________________________ __________________________________________
Signature
(Signature must conform in all respects to
name of holder as specified on the face
of the Warrant)
Signature Guaranteed
______________________________
A-6
