AGREEMENT
This Agreement dated as of January __, 1999, by and among (i)
NetObjects, Inc., a Delaware corporation, and (ii) Perseus U.S.
Investors, L.L.C.; Venture Fund I, L.P.; AT&T Venture Fund II, L.P.; Norwest
Equity Partners V; Venrock Associates; Venrock Associates II, L.P.; Xxxxxxx
Xxxxxxx; and Xxxx Xxxxxxx (individually, a "Holder" and collectively, the
"Holders").
W I T N E S S E T H :
WHEREAS, on December 18, 1996, the Company issued to each of the
Holders a warrant to acquire shares of the Company's Series C Preferred Stock
(individually, a "Warrant" and collectively, the "Warrants");
WHEREAS, the parties hereto wish to amend the terms of the Warrants as
provided herein;
NOW, THEREFORE, in consideration of the agreements set forth herein,
and other good and valuable consideration, and intending to be legally bound
hereby, the Company hereby agrees with each Holder as follows:
1. AMENDMENTS TO WARRANT. (a) Each Warrant is hereby amended by
adding the following provision as a new Section 1.5:
"1.5 AUTOMATIC CONVERSION. Immediately
prior to the consummation of an underwritten
offering of stock by the Company pursuant to a
Registration Statement (an "Offering"), this
Warrant automatically, without any action on
the part of Holder, shall be converted into the
number of shares of the Company's Common Stock
computed using the following formula:
X = Y(A-B)
------
A
Where X = the number of shares of Common Stock
to be issued to Holder
Y = the number of shares of Common Stock
purchasable under this Warrant
(immediately prior to the consummation
of such Offering and assuming full
conversion of all shares of Series C
Preferred Stock into shares of Common
Stock)
A = the initial public offering price
for one share of the Company's
Common Stock in such Offering without
giving effect to any underwriter
compensation or discounts
B = Warrant Price (as adjusted to the
date of such calculation"
(b) Section 2.5(i) of each Warrant is hereby amended to read as follows:
"the consummation of an Offering or"
3. SAVINGS CLAUSE. In all other respects each Warrant shall remain in
full force and effect.
4. COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in
any number of counterparts, which taken together shall constitute one and the
same document. This Agreement and the amendment to the Warrants set forth
herein shall be effective as to each Holder and such Holder's Warrant upon
such Holder's execution and delivery of this Agreement, whether or not any
other Holders execute and deliver this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto, or their duly authorized agents, as of the date first
written above.
NETOBJECTS, INC.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
PERSEUS U.S. INVESTORS, L.L.C.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
VENTURE FUND I, L.P.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
AT&T VENTURE FUND II, L.P.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
NORWEST EQUITY PARTNERS V
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
VENROCK ASSOCIATES
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
VENROCK ASSOCIATES II, L.P.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
----------------------------------------
XXXXXXX XXXXXXX
----------------------------------------
XXXX XXXXXXX