EXHIBIT 10.13
FORM OF
AMENDMENT TO
COMMON STOCK AND COMMON STOCK WARRANT PURCHASE AGREEMENT
This Amendment to Common Stock and Common Stock Warrant Purchase Agreement
(this "Amendment") is entered into as of August 6, 1998, by and between
InfoSpace, Inc., a Delaware corporation (the "Company"), and _______________
(the "Investor").
RECITALS
A. Pursuant to Section 1.4 of the Common Stock and Common Stock Warrant
Purchase Agreement, dated as of May 21, 1998, by and between the Company and the
Investor (the "Purchase Agreement"), the Investor is entitled to Adjustment
Shares upon the occurrence of certain events.
B. The Company wishes to terminate its obligations to issue Adjustment
Shares in the future and is willing to issue a certain amount of Adjustment
Shares in exchange for the termination of any further obligations.
C. The Investor wishes to receive such Adjustment Shares in exchange for
the termination of any further obligation of the Company to issue any additional
Adjustment Shares.
AGREEMENTS
NOW, THEREFORE, in consideration of the above recitals and the mutual
promises and covenants set forth herein, the parties hereto hereby agree as
follows:
1. DEFINITIONS
All terms capitalized and not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement.
2. ISSUANCE OF SECURITIES
The Company agrees to issue the Investor shares of Common Stock and
warrants to purchase Common Stock as set forth in this Section 2 as soon as
practicable upon execution and delivery of this Amendment by the parties hereto.
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2.1 AGREEMENT TO ISSUE COMMON STOCK
The Company agrees to issue to the Investor ________ shares of Common Stock
(the "Settlement Shares"). The Settlement Shares shall have and be subject to
the same terms, rights, conditions and benefits of the Shares issued pursuant to
the Purchase Agreement, including the terms and conditions of the Investor
Rights Agreement and the Co-Sale Agreement.
2.2 AGREEMENT TO ISSUE COMMON STOCK PURCHASE WARRANTS
The Company agrees to issue to the Investor Common Stock Purchase Warrants
to purchase up to ________ shares of Common Stock at an exercise price of $2.00
per share, ________ shares of Common Stock at an exercise price of $3.00 per
share and ________ shares of Common Stock at an exercise price of $5.00 per
share (the "Settlement Warrants"). The Settlement Warrants shall have the same
terms and conditions of, and be in the substantially the same form as, the
Warrants issued pursuant to the Purchase Agreement.
3. TERMINATION OF SECTION 1.4 OF PURCHASE AGREEMENT
The Investor acknowledges and agrees that the issuance of the Settlement
Shares and Settlement Warrants as provide for herein satisfy the obligations of
the Company under Section 1.4 of the Purchase Agreement and the parties hereby
terminate Section 1.4 of the Purchase Agreement in its entirety, and it shall be
of no further force or effect.
4. General
The parties hereby agree that the provisions of Section 6 of the Purchase
Agreement shall govern this Amendment; provided, however, that Section 6.4 of
the Purchase Agreement is hereby modified to include this Amendment within the
scope of the materials constituting the final agreement of the parties thereto.
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INVESTOR LIST
Acorn Ventures-IS, LLC 33,360 shares of Common Stock
Common Stock Purchase Warrants 32,049
shares at $2.00 per share, 14,022 shares at
$3.00 per share and 14,022 shares at $5.00
per share
Xxxxxxx Partners LLP 4,854 shares of Common Stock
Common Stock Purchase Warrants 3,815 shares
at $2.00 per share, 1,669 shares at $3.00
and 1,669 shares at $5.00 per share
Xxxx and Xxxxxxx Xxxxxxxxxx 965 shares of Common Stock
Common Stock Purchase Warrants 1,264 shares
at $2.00 per share, 553 shares at $3.00 and
553 shares at $5.00 per share
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