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EXHIBIT 10.9
WIRE NETWORKS, INC.
WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE AGREEMENT is made as of the 7th day of July, 1997,
by and between WIRE NETWORKS, INC., a California corporation (the "Company"),
and U S WEST INTERACTIVE SERVICES, INC., a Colorado corporation (the
"Purchaser").
The parties hereby agree as follows:
1. PURCHASE AND SALE OF WARRANTS.
1.1 PURCHASE AND SALE OF WARRANTS. Subject to the terms of this
Agreement, the Company will issue and sell to the Purchaser from time to time
and the Purchaser will purchase at a price, per share, equal to three dollars
and 4/100 ($3.04) (the "Purchase Price") warrants to purchase up to eight
hundred eighty-seven thousand six hundred sixty five (887,665) shares of Series
C Convertible Preferred Stock of the Company ("Warrant Shares"). Such warrants
shall be in the form of Exhibit A hereto, (the "Warrant") and shall be
exercisable at the Purchase Price stated above at any time prior to three (3)
months following the third anniversary of the Effective Date of this Agreement
unless otherwise agreed to by the Parties.
2. EFFECTIVE DATE.
2.1 EFFECTIVE DATE. The effective date of this Agreement (the "Effective
Date") hereunder shall be the date of closing by the Company of its Series C
Convertible Preferred Stock financing.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to the Purchaser as follows:
3.1 ORGANIZATION AND STANDING; CERTIFICATE OF INCORPORATION AND BYLAWS.
The Company is a corporation duly organized and existing under, and by virtue
of, the laws of the State of California and is in good standing under such laws.
The Company has the requisite corporate power to own and operate its properties
and assets and to carry on its business as presently conducted and as proposed
to be conducted.
3.2 CORPORATE POWER. The Company will have, as of the Effective Date,
all requisite corporate power to execute and deliver this Agreement and to carry
out and perform its obligations under the terms of this Agreement.
3.3 AUTHORIZATION. All corporate action on the part of the Company, its
directors and its shareholders necessary for the authorization, execution,
delivery and performance of this Agreement by the Company and the performance of
the Company's obligations hereunder,
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including the issuance and delivery of the Warrant and the reservation of the
Warrant Shares issuable upon exercise of the Warrant has been taken or will be
taken prior to the Effective Date. This Agreement and the Warrant, when executed
and delivered by the Company, shall constitute valid and binding obligations of
the Company enforceable in accordance with their terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of
debtors. The Warrant Shares, when issued in compliance with the provisions of
this Agreement and the Warrants, will be validly issued, fully paid and
nonassessable and free of any liens or encumbrances; provided, however, that the
Warrant Shares may be subject to restrictions on transfer under state and/or
federal securities laws.
3.4 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not, and will not
be by virtue of entering into and performing this Agreement and the transactions
contemplated hereunder, in violation of any term of its Amended and Restated
Articles of Incorporation or its Amended and Series C Preferred Stock Purchase
Agreement or any mortgage, indenture, contract, agreement, instrument, judgment
or decree. To the best of its knowledge, the Company is not, and will not be by
virtue of entering into and performing this Agreement and the transactions
contemplated hereunder, in violation of any order, statute, rule or regulation
applicable to the Company. The execution, delivery and performance of and
compliance with this Agreement and the transactions contemplated hereunder,
including the issuance of the Warrant and the Warrant Shares issuable upon
exercise of the Warrant, have not resulted and will not result in any violation
of or conflict with or constitute a default under any agreement to which the
Company is a party, and have not resulted and will not result in the creation of
any mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company; and there is no such violation or default that materially
and adversely affects the business of the Company or any of its properties or
assets.
3.5 GOVERNMENTAL CONSENTS. The offer, sale and issuance of the Warrant
in conformity with the terms of this Agreement are exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act") and will be
in compliance with applicable state securities laws.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
4.1 PURCHASE FOR OWN ACCOUNT. The Purchaser represents that it is
acquiring the Warrant and the Warrant Shares issuable upon exercise of the
Warrant (collectively, the "Securities") solely for its own account and
beneficial interest for investment and not for sale or with a view to
distribution of the Securities or any part thereof, has no present intention of
selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the same, and does not presently
have reason to anticipate a change in such intention. The Purchaser also
represents that the entire legal and beneficial interest of the Warrant it is
acquiring is being acquired for the account of the Purchaser only and neither in
whole nor in part for any other person, and that any transfer of the Securities
will be made in compliance with the Act, and all other applicable securities
laws.
4.2 The Purchaser acknowledges that it is an "accredited investor" as
that term is defined in Rule 501(c) of Regulation D under the Act.
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4.3 RESTRICTED SECURITIES; LIMITATION ON DISPOSITION.
(A) The Purchaser understands that the Securities it is
purchasing are characterized as "Restricted Securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering, and that under such laws and
applicable regulations such securities may be resold without registration under
the Act only in certain limited sets of circumstances. In this connection, the
Purchaser represents that it is familiar with Securities and Exchange Commission
Rule 144 ("Rule 144"), as presently in effect.
(B) Without limiting the foregoing, the Purchaser agrees that it
will in no event make any disposition of any of the Securities unless:
(I) There is then in effect a registration statement
under the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or
(II) Such disposition is made in accordance with Rule 144;
or
(III) The Purchaser shall have notified the Company of the
pertinent details of the proposed disposition and, if the Company so reasonably
requests, shall have provided the Company with an opinion of counsel for the
Purchaser to the effect that such disposition will not require registration of
the Securities under the Act, and such opinion of counsel shall be reasonably
acceptable to the Company's counsel.
(C) The Purchaser understands that the Company's stock transfer
records will be noted to reflect the restrictions on transferability of the
Securities contained herein and that certificates evidencing the Securities may
bear one or more of the following legends:
(I) "The securities represented hereby have not been
registered under the Securities Act of 1933, as amended (the "Act"). Any
transfer of such securities will be invalid unless (1) a Registration Statement
under the Act is in effect as to such transfer, (2) such transfer is made in
compliance with Rule 144 under the Act, or (3) in the opinion of counsel
satisfactory to the Company registration under the Act is unnecessary in order
for such transfer to comply with the Act."
(II) Any legend imposed or required pursuant to applicable
state securities law.
5. CONDITIONS TO CLOSING.
The Company's obligation to sell and issue and the Purchaser's
obligation to purchase the Warrant on the Effective Date is the subject to the
following conditions:
5.1 REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of the Company set forth in Section 3 and of the Purchaser set forth
in Section 4 shall be true at and as of the Effective Date with the same force
and effect as though such representations and warranties had been made at and as
of the Effective Date.
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5.2 AUTHORIZATION; RESERVATION OF SHARES. All corporate action on the
part of the Company and its officers, directors, and shareholders that is
necessary for the authorization, execution, and delivery of this Agreement by
the Company, for the performance of the Company's obligations hereunder and for
the authorization, issuance and delivery of the Warrant and the Warrant Shares
issuable upon exercise of the Warrant shall have been taken. The Warrant Shares
issuable upon exercise of the Warrant shall have been duly and validly reserved.
5.3 INVESTOR RIGHTS AGREEMENT. The Company shall have granted such
rights with respect to the Warrant shares issuable upon exercise of the Warrant
and the Shares issuable upon conversion of the Warrant Shares as are set forth
in that certain Amended and Restated Investor Rights Agreement dated July 9,
1997.
6. POST CLOSING COVENANTS.
6.1 CONFIDENTIALITY. Each party acknowledges that the terms of this
Agreement are proprietary in nature, and should be kept confidential. As such,
during the course of this Agreement, each party will protect the information
received from the other party under this Agreement ("Confidential Information")
with the same degree of care it would use to protect its own information, and
will not (a) use such Confidential Information for any purpose except the
performance of this Agreement, or (b) disclose any such Confidential Information
to any person, except to employees, consultants, directors, advisors, or any
other person with a need to know for purposes of performing under this
Agreement, to investors of the Company, and to prospective investors which have
executed confidentiality agreements with the Company, and to any party where
such disclosure is required by law, or, to any party at such time as the
specific terms are made available to the public by consent of the Company and
the Purchaser.
7. MISCELLANEOUS.
7.1 BINDING AGREEMENT. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any third party any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
7.2 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Colorado.
7.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.5 NOTICES. Any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit with the United States Post Office, by registered or certified
mail, postage prepaid, addressed to the Company at its principal offices, or to
a Purchaser at 0000 X. Xxxxxxx, Xxxxxxxxx,
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Xxxxxxxx 00000, or at such other address as such party may designate by ten (10)
days advance written notice to the other party.
7.6 MODIFICATION; WAIVER. No modification or waiver of any provision of
this Agreement or consent to departure therefrom shall be effective unless in
writing and approved by the holders of at least a majority in interest of the
Warrants then outstanding.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
COMPANY: PURCHASER
WIRE NETWORKS, INC. U S WEST INTERACTIVE SERVICES, INC.
By: /s/ Xxxx X. XxXxxxxx By: /s/ US West Interactive Services, Inc.
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Its: CEO and President Its: President
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EXHIBIT A
887,665 WARRANTS
THESE WARRANTS AND THE SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK ISSUABLE
UPON EXERCISE OF THESE WARRANTS (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE
STATE SECURITIES LAWS. THE WARRANT SHARES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH
REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH
EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
July 7, 1997
WIRE NETWORKS, INC.
WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK
FOR VALUE RECEIVED, Wire Networks, Inc., a California corporation (the
"Company"), hereby certifies that U S WEST Interactive Services, Inc. (the
"Holder") is entitled, subject to the provisions contained herein, to purchase
from the Company eight hundred eighty-seven thousand six hundred sixty-five
(887,665) fully paid and non-assessable shares of Series C Convertible Preferred
Stock (as defined below), subject to adjustment as provided herein, at an
exercise price equal to the price per share of three dollars and 4/100 ($3.04)
(the "Exercise Price").
The term "Series C Stock" means the Series C Convertible Preferred Stock
of the Company purchased at a price of $3.04 per share. The number of shares of
Series C Stock to be received upon the exercise of these Warrants may be
adjusted from time to time as hereinafter set forth. The shares of Series C
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter referred to as "Warrant Stock." The term "Other Securities" means
any other securities that may be issued by the Company in addition to, or in
substitution for, the Warrant Stock.
References herein to the "Company" are to (i) Wire Networks, Inc. and
any successor thereto, (ii) any successor corporation resulting from the merger
or consolidation of Wire Networks, Inc., or any successor thereto, with another
corporation or (iii) any corporation to which Wire Networks, Inc., or any
successor thereto, has transferred its property or assets as an entirety or
substantially as an entirety.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of these Warrants, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of these Warrants,
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if mutilated, the Company shall execute and deliver new Warrants of like tenor
and date. Any such new Warrants, upon execution and delivery, shall constitute
an additional contractual obligation on the part of the Company, whether or not
these Warrants so lost, stolen, destroyed or mutilated shall be at any time
enforceable by anyone.
By its acceptance of these Warrants, the Holder agrees with the Company
that these Warrants are issued, and all the rights hereunder shall be held
subject to, all of the conditions, limitations and provisions set forth herein,
including the following:
1. EXERCISE OF WARRANTS. The Warrants may be exercised in the amounts
set forth below, at any time prior to three (3) months following the third
anniversary of the date of closing of the Series C Convertible Preferred Stock
financing for the Company ("Expiration Date"). The Warrants shall be exercisable
by presentation and surrender of these Warrants to the Company at its principal
office (which on the date hereof is 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, or at the
office of its stock transfer agent (which on the date hereof is the Company), if
any, with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official bank check or
checks, payable to the order of the Company) of the Exercise Price for the
number of shares specified in such form. Upon receipt by the Company of these
Warrants, together with the Exercise Price, at its office, or by the Company's
stock transfer agent at its office, in proper form for exercise, the Holder
shall be deemed to be the holder of record of the Warrant Stock (and Other
Securities) issuable upon such exercise, notwithstanding that the transfer books
of the Company shall then be closed or that certificates representing such
Warrant Stock (or Other Securities) shall not then be actually delivered to the
Holder. The Company shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of Warrant Stock (and
Other Securities) upon exercise of these Warrants.
2. RESERVATION OF SHARES AND OTHER SECURITIES. The Company will at all
times reserve for issuance and delivery upon exercise of these Warrants all
shares of Warrant Stock and other shares of capital stock of the Company (and
Other Securities) from time to time receivable upon exercise of these Warrants.
All such shares (and Other Securities) shall be duly authorized and, when issued
upon such exercise, shall be validly issued, fully paid and non-assessable and
free and clear of all preemptive rights.
3. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issuable upon the exercise of these Warrants, but the
Company shall pay the Holder an amount equal to the fair market value of such
fractional share in lieu of each fraction of a share otherwise issuable upon any
exercise of these Warrants, as determined by the Board of Directors in its
reasonable discretion.
4. EXCHANGE OF WARRANTS. These Warrants are exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company or at the office of its stock transfer agent, if any, for other
Warrants of different denominations, entitling the Holder to purchase in the
aggregate the same number of shares of Warrant Stock (and Other Securities)
purchasable hereunder.
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5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights as a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed herein.
6. ANTI-DILUTION PROVISIONS
6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time
subdivide its outstanding shares of Series C Stock (or Other Securities at the
time receivable upon the exercise of these Warrants) by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Series C Stock shareholders, the number of
shares of Series C Stock (or Other Securities) subject to these Warrants
immediately prior to such subdivision shall be proportionately increased and the
Exercise Price per share shall be proportionately decreased, and if the Company
shall at any time combine the outstanding shares of Series C (or Other
Securities) by recapitalization, reclassification or combination thereof, the
number of shares of Series C Stock (or Other Securities) subject to these
Warrants immediately prior to such combination shall be proportionately
decreased and the Exercise Price per share shall be proportionately increased.
Any such adjustments pursuant to this Section 6.1 shall be effective at the
close of business on the effective date of such subdivision or combination or,
if any adjustment is the result of a stock dividend or distribution, then the
effective date for such adjustment shall be the record date therefor.
6.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
(A) In case of any reorganization of the Company (or any other
corporation, the securities of which are at the time receivable upon the
exercise of these Warrants) after the date hereof or in case after such date the
Company (or any such other corporation) shall consolidate with or merge into
another corporation or convey all or substantially all of its assets to another
corporation, then, and in each such case, the Holder, upon the exercise hereof,
at any time after the consummation of such reorganization, consolidation, merger
or conveyance, shall be entitled to receive, in lieu of the securities and
property receivable upon the exercise of these Warrants prior to such
consummation, the securities or property to which the Holder would have been
entitled upon such consummation if the Holder had exercised these Warrants
immediately prior thereto (but had not exercised any rights with respect to such
securities or property in connection with the reorganization, consolidation,
merger or conveyance); in each such case, the terms of these Warrants shall be
applicable to the securities or property receivable upon the exercise of these
Warrants after such consummation.
(B) In any case where the Company shall consolidate with or merge
into another corporation, and shall not be the surviving corporation, or shall
convey all or substantially all of its assets to another corporation, then, and
in each such case, the Company shall, as a condition of the closing of such
transaction, require that the surviving corporation or the corporation that
shall have received substantially all of the Company's assets expressly assume
the obligations of the Company under these Warrants in a form reasonably
satisfactory to the Holder.
6.3 NO IMPAIRMENT. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any
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other voluntary action, willfully avoid or seek to avoid the observance or
performance of any of the terms of these Warrants, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Holder against impairment. Without limiting the generality of the foregoing,
while these Warrants are outstanding, the Company (a) will not permit the par
value, if any, of the shares of Warrant Stock to be above the amount payable
therefor upon such exercise and (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
or sell fully paid and non-assessable shares of Warrant Stock and Other
Securities upon the exercise of these Warrants
6.4 CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the
number of shares of Warrant Stock or Other Securities receivable upon the
exercise of these Warrants, the Company at its expense will promptly compute
such adjustment in accordance with the terms of these Warrants and prepare a
certificate executed by an executive officer of the Company setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
The Company will forthwith mail a copy of each such certificate to the Holder.
6.5 NOTICES OF RECORD DATE, ETC. In case:
(A) the Company shall take a record of the holders of its Series
C Stock (or Other Securities at the time receivable upon the exercise of these
Warrants) for the purpose of entitling them to receive any dividend (other than
a cash dividend at the same rate as the rate of the last cash dividend
theretofore paid) or other distribution, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities,
or to receive any other right; or
(B) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, and consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or
(C) of any voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then, and in each such case, the Company shall mail or cause to be mailed to the
Holder a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or
(ii) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding up is to take place, and
the time, if any, to be fixed, as to which the holders of record of Warrant
Stock (or such other securities at the time receivable upon the exercise of
these Warrants) shall be entitled to exchange their shares of Warrant Stock (or
such other securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up. Such notice shall be mailed at least 20
days prior to the date therein specified and these Warrants may be exercised
prior to said date during the term of these Warrants.
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7. RESTRICTIONS ON TRANSFER OF WARRANTS, WARRANT STOCK AND OTHER
SECURITIES. The Warrant Stock and Other Securities may not be sold, transferred
or otherwise disposed of unless registered under the Securities Act of 1933 (the
"Securities Act") and any applicable state securities laws or pursuant to
available exemptions from such registration, provided that the seller delivers
to the Company an opinion of counsel satisfactory to the Company confirming the
availability of such exemption.
8. LEGEND. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of these Warrants
and the issuance of any of the shares of Warrant Stock or Other Securities, all
certificates representing such securities shall bear on the face thereof
substantially the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION,
PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH
EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
9. NO RIGHTS OR LIABILITIES AS SHAREHOLDER. This Warrant does not by
itself entitle the Holder to any voting rights or other rights as a shareholder
of the Company. In the absence of affirmative action by the Holder to purchase
Warrant Stock by exercise of this Warrant, no provisions of this Warrant, and no
enumeration herein of the rights or privileges of the Holder shall cause the
Holder to be a stockholder of the Company for any purpose
10. AMENDMENT; WAIVER. Any term of the Warrants may be amended and the
observance of any term of the Warrants may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holder. Any amendment or waiver effected
in accordance with this Section shall be binding upon the Holder and the
Company.
11. NOTICES. All notices required hereunder shall be in writing and
shall be deemed given when telecopied, delivered personally or within two days
after mailing when mailed by certified mail, return receipt requested, to the
Company at its principal office, or to the Holder at the address set forth on
the record books of the Company, or at such other address of which the Company
or the Holder has been advised by notice in writing hereunder.
12. ASSIGNMENT. These Warrants, and the rights of the Holder hereunder,
are not assignable by the Holder, except to an affiliate (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934) thereof. Any
attempted assignment in violation of this Section 12 shall be null and void.
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13. ENTIRE AGREEMENT. This Agreement, together with Annex A hereto,
constitutes the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings, duties or obligations between the
parties respecting the subject matter hereof.
14. APPLICABLE LAW. These Warrants shall be governed by, and construed
in accordance with, the laws of the State of Colorado without giving effect to
conflicts of law principles.
IN WITNESS WHEREOF, the Company has caused these Warrants to be signed
on its behalf, in its corporate name, by its duly authorized officer, all as of
the day and year first above written.
WIRE NETWORKS, INC.
BY:
-----------------------
TITLE:
ACKNOWLEDGED AND AGREED:
U S WEST INTERACTIVE SERVICES, INC.
By:
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Title:
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WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise Warrants to
purchase __________ shares of Series C Convertible Preferred Stock of Wire
Networks, Inc., a California corporation, and hereby makes payment of
$____________________ in full satisfaction thereof.
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Signature
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Signature, if jointly held
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Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
(if other than to the Holder of the within Warrants)
Name __________________________________________________________________________
Address _______________________________________
_______________________________________________
_______________________________________________
Social Security or Taxpayer Identification Number.
_______________________________________________
