Exhibit 10.7
CONFORMED COPY
THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN
ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS
COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE
PROPOSED TRANSACTION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AND APPLICABLE
STATE SECURITIES LAWS.
THIS WARRANT IS SUBJECT TO THE TERMS OF A WARRANT AGREEMENT, DATED AS OF JANUARY
24, 2000, BETWEEN XXXXXXXXXX.XXX INC. AND USA NETWORKS, INC.
XXXXXXXXXX.XXX INC.
COMMON STOCK PURCHASE WARRANT
NUMBER _____
THIS IS TO CERTIFY that USA Networks, Inc., a Delaware corporation, and
its transferees, successors and assigns (the "WARRANTHOLDER"), for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, is entitled to purchase from Xxxxxxxxxx.xxx Inc., a California
corporation (the "COMPANY"), at a price per share equal to the Exercise Price,
328,084 shares of fully paid and nonassessable Common Stock of the Company,
subject to the terms and conditions of the Warrant Agreement, dated as of
January 24, 2000, between the Company and the Warrantholder (as amended or
otherwise modified, the "WARRANT AGREEMENT"). The number of shares of Common
Stock subject to this Warrant is subject to adjustment or reduction as set forth
in Section 7 of the Warrant Agreement. Capitalized terms used herein shall have
the meanings ascribed to such terms in the Warrant Agreement.
Payment of the Exercise Price may be made as set forth in Section 3 of
the Warrant Agreement.
If this Warrant is not exercised on or before 5:00 p.m., Pacific
Standard time on the Expiration Date, this Warrant shall become void and all
rights hereunder shall cease as of such time, except as provided in the Warrant
Agreement.
2
This Warrant is issued pursuant to the Warrant Agreement and is subject
to, and entitled to the benefits of, all of the terms, provisions and conditions
of the Warrant Agreement, which Warrant Agreement is hereby incorporated by
reference herein and made a part hereof. The Warrant Agreement sets forth a full
description of the rights, limitations of rights, obligations, duties and
immunities of the Company and the Warrantholder with respect to this Warrant.
Copies of the Warrant Agreement are on file at the Principal Office of the
Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officer, as of the 24th day of January, 2000.
XXXXXXXXXX.XXX INC.
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: President and Co-CEO