Exhibit 10.28
EXHIBIT F
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INTERNET TRAVEL NETWORK
NONSTATUTORY STOCK OPTION AGREEMENT
THIS NONSTATUTORY STOCK OPTION AGREEMENT (this "Option Agreement") is
made and entered into as of this ____ day of _______________, ____, by and
between Internet Travel Network, a California corporation (the "Company"), and
Covia LLC (the "Optionee"), pursuant to the terms of that certain Series C
Preferred Stock, Warrant and Option Purchase Agreement by and between the
Company and the Optionee dated May 10, 1998 (the "Purchase Agreement").
1. Grant of Option. The Company hereby grants to the Optionee an
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option (the "Option"), at the Optionee's election, to either:
(a) purchase up to 2,464,970 shares of Series C Preferred Stock
(the "Shares") at an exercise price per Share of $5.125 (the "Share Exercise
Price"), or at an aggregate exercise price of $12,632,971.25 for all of the
Shares (the "Aggregate Exercise Price"), subject to the terms, definitions and
provisions of this Agreement; or
(b) purchase a warrant exercisable for up to 2,464,970 Shares, in
the form attached hereto as Exhibit B-2 (the "Warrant"), subject to the terms,
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definitions and provisions of this Agreement. The exercise price under this
Option for such Warrant shall be the product determined by multiplying (x) the
Share Exercise Price by (y) the number of Shares, up to 2,464,970 Shares, that
Optionee elects to have exercisable under such Warrant (such product referred to
herein as the "Warrant Exercise Price"). The Shares exercisable under the
Warrant shall be exercisable at a per share exercise price of $.01 per Share.
2. Term of Option. The Option may be exercised at any time on or
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before the earlier to occur of:
(a) a Sale of the Company (as defined below), or
(b) November 10, 2000,
(such date being referred to herein as the "Expiration Date") and may be
exercised during such term only in accordance with the terms and conditions of
the Option set forth herein. For purposes of this Section 2, a "Sale of the
Company" shall mean the date upon which the Company consummates (i) a
consolidation or merger of the Company with or into any other corporation or
corporations in which the stockholders of the Company immediately prior to such
transaction(s) own, as a result of such transactions(s), less than a majority of
the voting securities of the successor or surviving corporation immediately
thereafter, or (ii) a sale of all or substantially all of the assets or business
of the Company in one or more related transactions. In
the event of a Sale of the Company, the Company shall notify the holder of the
Option in writing at least twenty (20) days prior to the consummation of such
event.
3. Exercise of Option. The Option shall be exercisable during its
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term as follows:
(a) Right to Exercise.
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(i) The Option, subject to the limitations set forth
herein, may be exercised in whole or in part prior to the Expiration Date.
(ii) The Option may not be exercised for a fraction of a
Share.
(iii) In no event may the Option be exercised after the
Expiration Date.
(iv) The Option shall initially not be exercisable for
1,045,281 of such Shares or for a Warrant exercisable for 1,045,281 of the
Shares, as the case may be (collectively, the "Contingent Exercise Shares"), and
shall only become exercisable for such Contingent Exercise Shares if and when
all or any portion of the 2,438,988 shares of Series C Preferred Stock (the
"Supplier Shares") are purchased (each time of purchase referred to herein as a
"Supplier Purchase Date") pursuant to the terms of the Purchase Agreement and
that certain Amended and Restated Shareholders Agreement by and among the
Company and certain shareholders of the Company, dated May 10, 1998 (the
"Shareholders Agreement").
(v) In the event Optionee effects a partial exercise prior
to the first Supplier Purchase Date, the Company shall allocate the first Shares
acquired, or which may be acquired upon exercise of the Warrant, in full to the
Shares that are not Contingent Exercise Shares.
(vi) On and after the first Supplier Purchase Date and on
and after any subsequent Supplier Purchase Dates, the portion of the Contingent
Exercise Shares that may thereon or thereafter be acquired, or for which a
Warrant may be purchased, by Optionee will be that number, rounded down to the
nearest whole number, equal to the product of (x) the aggregate number of
Supplier Shares that have been purchased as of such time, multiplied by (y)
0.428571428 (which number represents the quotient obtained by dividing
1,045,281, the initial total amount of Contingent Exercise Shares, by 2,438,988
the total number of Supplier Shares that may be purchased under the terms of the
Purchase Agreement and Shareholders Agreement).
(b) Method of Exercise. The Option shall be exercisable by a
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written notice and agreement which shall state Optionee's election to exercise
the Option to purchase (i) the Shares (such notice and agreement to be in the
form attached hereto as Exhibit A) or (ii) the Warrant (such notice and
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agreement to be in the form attached hereto as Exhibit B-1) and shall state the
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number of Shares, whether to be issued directly or to be issuable upon exercise
of the Warrant, as the case may be, in respect of which the Option is being
exercised, and such other representations and agreements as to the Optionee's
investment intent with respect to such
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Shares or Warrant (including the Shares issuable upon exercise of the
Warrant) as may be required by the Company pursuant to the provisions of
this Agreement, including without limitation any required by such Exhibit A
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or Exhibit B-1. Such written notice and agreement shall be signed by the
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Optionee, shall be delivered in person or by certified mail to the
President of the Company and shall be accompanied by full payment of the
Exercise Price for such Shares or Warrant as set forth herein. The Option
shall be deemed to be exercised upon receipt by the Company of such written
notice and agreement and the full payment of such Exercise Price.
No Shares, or Shares issuable upon exercise of the Warrant, as the
case may be, will be issued pursuant to the exercise of the Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of the Nasdaq Stock Market, Inc. or any stock exchange, if
applicable, upon which the Shares, or the Shares issuable upon exercise of the
Warrant, as the case may be, may then be listed.
4. Method of Payment. Payment of the Share Exercise Price or Warrant
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Exercise Price, as the case may be, shall be by any of the following, or a
combination thereof, at the election of the Optionee:
(a) certified check; or
(b) electronic funds transfer.
5. Restrictions on Exercise. The Option may not be exercised if the
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issuance of such Shares or Warrant, as the case may be, upon such exercise would
constitute a violation of any applicable federal or state securities or other
law or regulation. As a condition to the exercise of the Option, the Company may
require Optionee to make any representation and warranty to the Company as may
be required by any such law or regulation, including without limitation any
required by Exhibit A or Exhibit B-1 attached hereto.
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6. Transfer Restrictions On Shares. The Shares and Warrant subject to
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the Option, including the Shares issuable upon exercise of the Warrant,
shall be subject to the following restrictions:
(a) Securities Law Restrictions. If the offering and sale of any
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Shares or the Warrant have not been registered under the Securities Act of 1933,
as amended (the "1933 Act"), or have not been registered or qualified under the
securities laws of any state, the Company may impose any necessary restrictions
upon the sale, pledge or other transfer of such Shares or Warrant (including the
placement of appropriate legends on the Warrant or on stock certificates
representing any Shares or the imposition of stop-transfer instructions) if, in
the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the 1933 Act, the securities laws of any state
or any other law.
(b) Market Stand-Off. In connection with any underwritten public
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offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, the Optionee shall not directly or indirectly sell, make any
short sale of, loan, hypothecate, pledge, offer, grant or sell
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any option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose of or transfer, or agree to
engage in any of the foregoing transactions with respect to, the Warrant or any
Shares acquired (directly or by exercise of the Warrant) under this Agreement
without the prior written consent of the Company or its underwriters. Such
restriction (the "Market Stand-Off") shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested
by the Company or such underwriters. In no event, however, shall such period
exceed 180 days. In the event of the declaration of a stock dividend, a spin-
off, a stock split, an adjustment in conversion ratio, a recapitalization or a
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities which
are by reason of such transaction distributed with respect to any Shares subject
to the Market Stand-Off, or into which such Shares thereby become convertible,
shall immediately be subject to the Market Stand-Off. In order to enforce the
Market Stand-Off, the Company may impose stop-transfer instructions with respect
to the Warrant or Shares acquired (directly or by exercise of the Warrant) under
this Agreement until the end of the applicable stand-off period. The Company's
underwriters shall be beneficiaries of the agreement set forth in this Section
6(b). This Section 6(b) shall not apply to Shares registered in the public
offering under the 1933 Act.
(c) Investment Intent at Grant. The Optionee represents and
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agrees that the Shares to be acquired upon exercise of the Option will be
acquired for investment, and not with a view to the sale or distribution
thereof.
(d) Investment Intent at Exercise. In the event that the sale of
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any Shares or the Warrant is not registered under the 1933 Act but an exemption
is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares or Warrant being acquired upon exercising the Option are being
acquired for investment, and not with a view to the sale or distribution
thereof, and shall make such other representations as are deemed necessary or
appropriate by the Company and its counsel.
(e) Legends. All certificates evidencing Shares purchased under
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this Agreement shall bear the following legend:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY
OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."
4
All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other
restrictive legends as are required or deemed advisable under the provisions of
any applicable law):
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."
(f) Removal of Legends. If, in the opinion of the Company and its
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counsel, any legend placed on a stock certificate representing Shares sold under
this greement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.
(g) Administration. Any determination by the Company and its
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counsel in connection with any of the matters set forth in this Section 6 shall
be conclusive and binding on the Optionee and all other persons.
7. Adjustment of Exercise Price and Number of Shares. The number of
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and kind of securities purchasable upon exercise of the Option and the Exercise
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the
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Company shall a any time prior to the expiration of the term of the Option
subdivide its Series C Preferred Stock, by stock split or otherwise, or combine
its Series C Preferred Stock, or issue additional shares of its Series C
Preferred Stock or Common Stock as a dividend with respect to any shares of its
Series C Preferred Stock, the number of Shares issuable on the exercise of the
Option shall forthwith be proportionately increased in the case of a subdivision
or stock dividend, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total number of Shares
purchasable under the Option (as adjusted) shall remain the same.
(b) Reclassification, Reorganization and Consolidation. Except
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for a Sale of the Company, in case of any reclassification, capital
reorganization, or change in the Series C Preferred Stock of the Company (other
than as a result of a subdivision, combination, or stock dividend provided for
in Section 7(a) above), then, as a condition of such reclassification,
reorganization, or change, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be
delivered to the holder of the Option, so that the holder of the Option shall
have the right at any time prior to the expiration of the term of the Option to
purchase, at a total price equal to that payable upon the exercise of the
Option, the kind and amount of shares of stock and other securities and property
receivable in connection with such reclassification, reorganization, or change
by a holder of the same number
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of shares of Series C Preferred Stock as were purchasable by the holder of the
Option immediately prior to such reclassification, reorganization, or change. In
any such case appropriate provisions shall be made with respect to the rights
and interest of the holder of the Option so that the provisions hereof shall
thereafter be applicable with respect to any shares of stock or other securities
and property deliverable upon exercise hereof, and appropriate adjustments shall
be made to the purchase price per share payable hereunder, provided that the
aggregate purchase price shall remain the same.
(c) Conversion of Preferred Stock. Immediately prior to the
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closing of any public offering of the Company's equity securities in which the
Company's outstanding Preferred Stock is converted into Common Stock, any
portion of the Option not then exercised will thereafter be exercisable for the
number of shares of the Company's Common Stock that would have resulted from the
conversion, pursuant to the Company's Articles of Incorporation in effect as of
the consummation of such public offering, of the maximum number of shares of
Preferred Stock that could have been acquired by the holder of the Option upon
the exercise of the unexpired portion of the Option immediately prior to such
public offering.
(d) Notice of Adjustment. When any adjustment is required to be
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made in the number or kind of shares purchasable upon exercise of the Option, or
in the Exercise Price, the Company shall promptly notify the holder of such
event and of the number of shares of Series C Preferred Stock or other
securities or property thereafter purchasable upon exercise of this Option.
(e) No Impairment. The Company and the holder of the Option will
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not, by any voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Company or the holder of the Option, respectively, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 7 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Company and the holder of the Option against
impairment.
8. Registration Rights. The Shares issued upon exercise of this
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Option, or upon exercise of the Warrant, and any securities issuable upon
conversion of such Shares, are Registrable Securities, as such term is defined
in that certain Amended and Restated Investors' Rights Agreement, dated May 10,
1998, by and among the Company and the Investors listed on Schedule A thereto
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(the "Restated Rights Agreement"), and possess registration rights as
described in such agreement.
9. Successors and Assigns. The terms and provisions of this Option
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Agreement shall inure to the benefit of, and be binding upon, the Company and
the Optionee and their respective successors and assigns.
10. Amendments and Waivers. Any term of this Option Agreement may be
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amended and the observance of any term of this Option Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Optionee. Any
waiver or amendment effected in accordance
6
with this Section 10 shall be binding upon each current and future holder of
the Option and the Company.
11. Captions. The section and subsection headings of this Option
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Agreement are inserted for convenience only and shall not constitute a part of
this Option Agreement in construing or interpreting any provision hereof.
12. Governing Law. This Option Agreement shall be governed by the laws
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of the State of California as applied to agreements among California residents
made and to be performed entirely within the State of California.
13. Entire Agreement. This Option Agreement constitutes the entire
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contract between the parties hereto with regard to the Option and it supersedes
any other agreements, representations or understandings (whether oral or written
and whether express or implied) which relate to the Option granted hereunder.
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IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the year and date set forth above.
INTERNET TRAVEL NETWORK,
a California corporation
By:
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Signature
Name:
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Title:
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Optionee has reviewed this Option Agreement in its entirety, has had
an opportunity to obtain the advice of counsel, including Optionee's tax
advisors, prior to executing this Option Agreement and fully understands all
provisions of the Option.
OPTIONEE:
COVIA LLC
By:
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Signature
Name:
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Title:
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8
EXHIBIT A
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NOTICE AND AGREEMENT OF OPTION EXERCISE FOR
SHARES OF SERIES C PREFERRED STOCK
OF
INTERNET TRAVEL NETWORK
Internet Travel Network
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Attention: President
1. Exercise of Option. Effective as of __________________, ____, the
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undersigned ("Optionee") hereby elects, by execution and delivery of this Notice
and Agreement of Option Exercise (this "Agreement"), to exercise Optionee's
option to purchase _______________ shares of the Series C Preferred Stock (the
"Shares") of Internet Travel Network, a California corporation (the "Company"),
pursuant to that certain Nonstatutory Stock Option Agreement by and between the
Company and the Optionee dated ________________, _____ (the "Option Agreement").
2. Representations of Optionee. Optionee acknowledges that Optionee
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has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions. Optionee represents that Optionee is
purchasing the Shares for Optionee's own account for investment and not with a
view to, or for sale in connection with, a distribution of any of such Shares.
3. Compliance with Securities Laws. Optionee understands and
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acknowledges that the Shares have not been registered under the Securities Act
of 1933, as amended (the "1933 Act"), and, notwithstanding any other provision
of the Option Agreement to the contrary, the exercise of any rights to purchase
any Shares is expressly conditioned upon compliance with the 1933 Act, all
applicable state securities laws and all applicable requirements of any stock
exchange or over-the-counter market on which the Company's stock may be listed
or traded at the time of exercise and transfer. Optionee agrees to cooperate
with the Company to ensure compliance with such laws.
4. Federal Restrictions on Transfer. Optionee understands that the
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Shares have not been registered under the 1933 Act and therefore cannot be
resold and must be held indefinitely unless they are registered under the 1933
Act or unless an exemption from such registration is available and that the
certificate(s) representing the Shares may bear a legend to that effect. The
Optionee understands that, except as otherwise set forth in the Restated Rights
Agreement (as such term is defined in the Option Agreement), the Company is
under no obligation to register the Shares and that an exemption may not be
available or may not permit Optionee to transfer Shares in the amounts or at the
times proposed by Optionee. Specifically, Optionee has been advised that Rule
144 promulgated under the 1933 Act, which permits certain
resales of unregistered securities, is not presently available with respect to
the Shares and, in any event requires that the Shares be paid for and then be
held for at least one year (and in some cases two years) before they may be
resold under Rule 144.
5. Rights as Shareholder. Until the stock certificate evidencing such
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Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the optioned Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly, but
in any event not later than thirty (30) days after the Option is exercised
pursuant to the terms of the Option Agreement. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued.
6. Tax Consultation. Optionee understands that Optionee may suffer
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adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
7. Restrictive Legends and Stop-Transfer Orders.
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(a) Legends. Optionee understands and agrees that the Company
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shall cause legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares with any
other legends that may be required by state or federal securities laws:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY
OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."
A-2
(b) Stop-Transfer Notices. Optionee agrees that, in order t0o
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ensure-compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(c) Refusal to Transfer. The Company shall not be required (i) to
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transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or of the Option Agreement
or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.
8. Market Standoff Agreement. In connection with any underwritten
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public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, the Optionee shall not directly or indirectly sell, make any
short sale of, loan, hypothecate, pledge, offer, grant or sell any option or
other contract for the purchase of, purchase any option or other contract for
the sale of, or otherwise dispose of or transfer, or agree to engage in any of
the foregoing transactions with respect to, any Shares acquired under this
Agreement without the prior written consent of the Company or its underwriters.
Such restriction (the "Market Stand-Off") shall be in effect for such period of
time following the date of the final prospectus for the offering as may be
requested by the Company or such underwriters. In no event, however, shall such
period exceed 180 days. In the event of the declaration of a stock dividend, a
spin-off, a stock split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities which
are by reason of such transaction distributed with respect to any Shares subject
to the Market Stand-Off, or into which such Shares thereby become convertible,
shall immediately be subject to the Market Stand-Off. In order to enforce the
Market Stand-Off, the Company may impose stop-transfer instructions with respect
to the Shares acquired under this Agreement until the end of the applicable
stand-off period. The Company's underwriters shall be beneficiaries of the
agreement set forth in this Section 8. This Section 8 shall not apply to Shares
registered in the public offering under the 1933 Act.
9. Successors and Assigns. The Company may assign any of its rights
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under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.
10. Interpretation. Any dispute regarding the interpretation of this
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Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors, which shall review such dispute at its next
regular meeting. The resolution of such a dispute by the Board shall be final
and binding on the Company and on Optionee.
11. Governing Law; Severability. This Agreement shall be governed by
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and construed in accordance with the laws of the State of California excluding
that body of law
A-3
pertaining to conflicts of law. Should any provision of this Agreement be
determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain enforceable.
12. Notices. Any notice required or permitted hereunder shall be given
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in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.
13. Further Instruments. The parties agree to execute such further
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instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
14. Delivery of Payment. Optionee herewith delivers to the Company the
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full Exercise Price (as such term is defined in the Option Agreement) for the
Shares.
15. Entire Agreement. The Option Agreement is incorporated herein by
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reference. This Agreement and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and is governed by California law except for that body of law pertaining
to conflict of laws.
Submitted by: Accepted by:
COVIA LLC INTERNET TRAVEL NETWORK
By: By:
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Name: Name:
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Title: Title:
-------------------------------- --------------------------
Address: Address:
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NOTICE AND AGREEMENT OF OPTION EXERCISE FOR A
WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK
OF
INTERNET TRAVEL NETWORK
Internet Travel Network
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Attention: President
1. Exercise of Option. Effective as of __________________, ____, the
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undersigned ("Optionee") hereby elects, by execution and delivery of this Notice
and Agreement of Option Exercise (this "Agreement"), to exercise Optionee's
option to purchase a warrant exercisable at $0.01 per share in the form attached
hereto as Exhibit B-2 (the "Warrant") for _________________ shares of the
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Series C Preferred Stock of Internet Travel Network, a California corporation
(the "Company"), pursuant to the Nonstatutory Stock Option Agreement by and
between the Company and the Optionee dated __________________, ____ (the "Option
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Agreement"). The shares of Series C Preferred Stock issuable upon exercise of
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the Warrant shall be referred to herein as the "Shares."
2. Representations of Optionee. Optionee acknowledges that Optionee
---------------------------
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions. Optionee represents that Optionee is
purchasing the Warrant for Optionee's own account for investment and not with a
view to, or for sale in connection with, a distribution of any of such Warrant
or Shares.
3. Compliance with Securities Laws. Optionee understands and
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acknowledges that neither the Warrant nor the Shares have been registered under
the Securities Act of 1933, as amended (the "1933 Act"), and, notwithstanding
any other provision of the Option Agreement to the contrary, the exercise of any
rights to purchase the Warrant or any Shares is expressly conditioned upon
compliance with the 1933 Act, all applicable state securities laws and all
applicable requirements of any stock exchange or over-the-counter market on
which the Company's stock may be listed or traded at the time of exercise and
transfer. Optionee agrees to cooperate with the Company to ensure compliance
with such laws.
4. Federal Restrictions on Transfer. Optionee understands that neither
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the Warrant nor the Shares have been registered under the 1933 Act and therefore
cannot be resold and must be held indefinitely unless registered under the 1933
Act or unless an exemption from such registration is available and that the
Warrant and the certificate(s) representing the Shares may bear a legend to that
effect. The Optionee understands that, except as otherwise set forth in the
Restated Rights Agreement (as such term is defined in the Option Agreement), the
Company is under no obligation to register the Warrant or the Shares and that an
exemption may not be
available or may not permit Optionee to transfer the Warrant or the Shares in
the amounts or at the times proposed by Optionee. Specifically, Optionee has
been advised that Rule 144 promulgated under the 1933 Act, which permits certain
resales of unregistered securities, is not presently available with respect to
the Warrant or the Shares and, in any event requires that the Warrant or the
Shares be paid for and then be held for at least one year (and in some cases two
years) before they may be resold under Rule 144.
5. Rights as Shareholder. As the holder of the Warrant, Optionee
---------------------
understands that it is not a shareholder and has no right to vote or receive
dividends or no other rights as a shareholder exist, notwithstanding the
exercise of the Option. Upon subsequent exercise of the Warrant, the Company
shall issue (or cause to be issued) a stock certificate for the Shares promptly,
but in any event not later than thirty (30) days after the Warrant is exercised
pursuant to the terms of the Option Agreement. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), Optionee shall have no right
to vote or receive dividends or any other rights as a shareholder.
6. Tax Consultation. Optionee understands that Optionee may suffer
----------------
adverse tax consequences as a result of Optionee's purchase or disposition of
the Warrant or Shares. Optionee represents that Optionee has consulted with any
tax advisor Optionee deems advisable in connection with the purchase or
disposition of the Warrant or Shares and that Optionee is not relying on the
Company for any tax advice.
7. Restrictive Legends and Stop-Transfer Orders.
--------------------------------------------
(a) Legends. Optionee understands and agrees that the Company shall
-------
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon the Warrant and any certificate(s) evidencing ownership of the
Shares together with any other legends that may be required by state or federal
securities laws:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY
OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL,
B-2
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
RULE 144 OF SUCH ACT."
(b) Stop-Transfer Notices. Optionee agrees that, in order to ensure
---------------------
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(c) Refusal to Transfer. The Company shall not be required (i) to
-------------------
transfer on its books the Warrant or Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement, (ii) to
treat as owner of such Warrant or Shares any purchaser or other transferee to
whom such Warrant or Shares shall have been so transferred or (iii) to accord
the right to vote or pay dividends to any purchaser or other transferee to whom
the Shares shall have been so transferred.
8. Market Standoff Agreement. In connection with any underwritten
-------------------------
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, the Optionee shall not directly or indirectly sell, make any
short sale of, loan, hypothecate, pledge, offer, grant or sell any option or
other contract for the purchase of, purchase any option or other contract for
the sale of, or otherwise dispose of or transfer, or agree to engage in any of
the foregoing transactions with respect to, the Warrant or any Shares acquired
(directly or by exercise of the Warrant) under this Agreement without the prior
written consent of the Company or its underwriters. Such restriction (the
"Market Stand-Off") shall be in effect for such period of time following the
date of the final prospectus for the offering as may be requested by the Company
or such underwriters. In no event, however, shall such period exceed 180 days.
In the event of the declaration of a stock dividend, a spin-off, a stock split,
an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities which are by reason of such
transaction distributed with respect to any Shares subject to the Market Stand-
Off, or into which such Shares thereby become convertible, shall immediately be
subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the
Company may impose stop-transfer instructions with respect to the Warrant or any
Shares acquired (directly or by exercise of the Warrant) under this Agreement
until the end of the applicable stand-off period. The Company's underwriters
shall be beneficiaries of the agreement set forth in this Section 8. This
Section 8 shall not apply to Shares registered in the public offering under the
1933 Act.
9. Successors and Assigns. The Company may assign any of its rights
----------------------
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.
B-3
10. Interpretation. Any dispute regarding the interpretation of this
--------------
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors, which shall review such dispute at its next
regular meeting. The resolution of such a dispute by the Board shall be final
and binding on the Company and on Optionee.
11. Governing Law; Severability. This Agreement shall be governed by
---------------------------
and construed in accordance with the laws of the State of California excluding
that body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.
12. Notices. Any notice required or permitted hereunder shall be
-------
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.
13. Further Instruments. The parties agree to execute such further
-------------------
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
14. Delivery of Payment. Optionee herewith delivers to the Company
-------------------
the full Exercise Price (as such term is defined in the Option Agreement) for
the Warrant.
15. Entire Agreement. The Option Agreement is incorporated herein by
----------------
reference. This Agreement and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and is governed by California law except for that body of law pertaining
to conflict of laws.
Submitted by: Accepted by:
COVIA LLC INTERNET TRAVEL NETWORK
By: By:
-------------------------------- -----------------------------
Name: Name:
------------------------------ ---------------------------
Title: Title:
----------------------------- --------------------------
Address: Address:
------- -------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------
B-4
EXHIBIT B-2
-----------
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, OR AN OPINION OF COUNSEL OF THE HOLDER, REASONABLY SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.
WPC-1 Dated: __________________, ______
INTERNET TRAVEL NETWORK
WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK
------------------------------------------------------
This Warrant is issued to Covia LLC (the "Investor") by Internet
Travel Network, a California corporation (the "Company"), in connection with the
Investor's exercise of the Option granted under, and as such term is defined in,
that certain Nonstatutory Stock Option Agreement dated as of _________________,
_____ (the "Option Agreement").
1. Purchase of Shares. Subject to (i) the validity and enforceability
------------------
of the representations and warranties made by the Investor for the benefit of
the Company upon exercise of the Option under the terms of the Option Agreement,
which such representations and warranties were true and correct when made and
shall be true and correct as of the date of this Warrant with the same force and
effect as if they had been made on and as of the date of this Warrant, and (ii)
the terms and conditions hereinafter set forth, the Investor (and any subsequent
holder of this Warrant) is entitled, upon surrender of this Warrant at the
principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company
______________________________ (__________) duly authorized, validly issued,
fully paid and nonassessable shares of Series C Preferred Stock of the Company,
as more fully described below. The shares of Series C Preferred Stock issuable
pursuant to this Section 1 (the "Shares") shall also be subject to adjustment
pursuant to Section 8 hereof.
2. Exercise Price. The exercise price for the Shares shall be $0.01
--------------
per share. Such exercise price shall be subject to adjustment pursuant to
Section 8 hereof (such price, as adjusted from time to time, is herein referred
to as the "Exercise Price").
3. Exercise Period. This Warrant is immediately exercisable and it
---------------
shall remain exercisable indefinitely; provided, however, that in the event of
(a) the sale of all or
substantially all the assets of the Company, or (b) the merger of the Company
into or consolidation with any other entity, after which the shareholders of the
Company prior to such transaction own less than 50% of the voting power of the
acquiring or surviving entity after such transaction, this Warrant shall, on the
date of the consummation such event, terminate and no longer be exercisable. In
the event of a proposed transaction of the kind described above, the Company
shall notify the holder of the Warrant in writing at least twenty (20) days
prior to the consummation of such event or transaction.
4. Method of Exercise. While this Warrant remains outstanding and
------------------
exercisable in accordance with Section 3 above, the holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(1) the surrender of the Warrant, together with a duly executed
copy of the form of subscription attached hereto, to the Secretary
of the Company at its principal offices; and
(2) subject to Section 5 below, the payment to the Company in
cash or by check or wire transfer of the amount equal to the
aggregate Exercise Price for the number of Shares being purchased.
5. Net Exercise. In lieu of exercising this Warrant with the payment
------------
referenced in Section 4 above, the holder of this Warrant may elect to receive
shares equal to the value of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with notice of such election, in which event the Company shall issue to
the holder hereof a number of shares of Series C Preferred Stock computed using
the following formula:
Y (A - B)
---------
X = A
Where
X = The number of shares of Series C Preferred Stock to be issued to
the holder of this Warrant upon a net exercise.
Y = The number of shares of Series C Preferred Stock purchasable
under this Warrant (or the portion of this Warrant being
canceled).
A = The fair market value of one share of the Company's Series C
Preferred Stock.
B = The Exercise Price (as adjusted to the date of such
calculations).
For purposes of this Paragraph 5, if the Company's Common Stock is
then actively traded (i) over-the-counter, (ii) on a securities exchange or
(iii) through the Nasdaq National Market (either of (ii) or (iii) an
"Exchange"), the fair market value of Series C Preferred
Stock shall mean the average of the closing bid and asked prices of the Common
Stock into which the Series C Preferred Stock is then convertible as quoted in
the over-the-counter market in which the Common Stock is then traded or the
closing price quoted on any Exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the ten trading days immediately prior to the date of the net
exercise of the Warrant (or such shorter period of time during which such stock
was traded over-the-counter or on such exchange). If the Common Stock is not
traded on the over-the-counter market or on an Exchange, the fair market value
shall be the price per share that the Company could obtain from a willing buyer
for shares of Series C Preferred Stock sold by the Company from authorized but
unissued shares, as such prices shall be determined in good faith by the
Company's Board of Directors. Notwithstanding the previous terms of this
paragraph, (i) in the event that the Warrant is exercised in connection with the
initial public offering of the Common Stock of the Company, the fair market
value of the Series C Preferred Stock shall be the per share offering price of
the Common Stock to the public as listed on the cover page of the effective
registration statement for such offering, and (ii) in the case of a sale or
merger of the Company as described under Section 3(a) or (b) hereof, the fair
market value of the Series C Preferred Stock shall be the value determined in
good faith by the Company's Board of Directors.
6. Certificates for Shares. Upon the exercise of the purchase rights
-----------------------
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter, and in any event
within thirty (30) days of the delivery of the subscription notice. In case the
holder shall exercise this Warrant with respect to less than all of the Shares
that may be purchased under this Warrant, the Company shall execute a new
warrant in the form of this Warrant for the balance of such Shares and deliver
such new warrant to the holder of this Warrant.
7. Reservation and Issuance of Shares. The Company covenants that it
----------------------------------
will at all times keep available such number of authorized shares of its Series
C Preferred Stock, free from all preemptive rights with respect thereto, which
will be sufficient to permit the exercise of this Warrant for the full number of
Shares specified herein. The Company further covenants that the Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
8. Adjustment of Exercise Price and Number of Shares. The number of
-------------------------------------------------
and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the
----------------------------------------------
Company shall at any time prior to the expiration of this Warrant subdivide its
Series C Preferred Stock, by stock split or otherwise, or combine its Series C
Preferred Stock, or issue additional shares of its Series C Preferred Stock or
Common Stock as a dividend with respect to any shares of its Series C Preferred
Stock, the number of Shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision or stock
dividend, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per share, but the
aggregate purchase price payable for the total number of Shares purchasable
under this Warrant (as adjusted) shall remain the same. Any adjustment under
this Section 8(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective, or as of the record date of
such dividend, or in the event that no record date is fixed, upon the making of
such dividend.
(b) Reclassification, Reorganization and Consolidation. In
--------------------------------------------------
case of any reclassification, capital reorganization, or change in the Series C
Preferred Stock of the Company (other than as a result of a subdivision,
combination, or stock dividend provided for in Section 8(a) above), then, as a
condition of such reclassification, reorganization, or change, lawful provision
shall be made, and duly executed documents evidencing the same from the Company
or its successor shall be delivered to the holder of this Warrant, so that the
holder of this Warrant shall have the right at any time prior to the expiration
of this Warrant to purchase, at a total price equal to that payable upon the
exercise of this Warrant, the kind and amount of shares of stock and other
securities and property receivable in connection with such reclassification,
reorganization, or change by a holder of the same number of shares of Series C
Preferred Stock as were purchasable by the holder of this Warrant immediately
prior to such reclassification, reorganization, or change. In any such case
appropriate provisions shall be made with respect to the rights and interest of
the holder of this Warrant so that the provisions hereof shall thereafter be
applicable with respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments shall be made to
the purchase price per share payable hereunder, provided that the aggregate
purchase price shall remain the same.
(c) Conversion of Preferred Stock. Immediately prior to the
-----------------------------
closing of any public offering of the Company's equity securities in which the
Company's outstanding Preferred Stock is converted into Common Stock, any
portion of this Warrant not then exercised will thereafter be exercisable for
the number of shares of the Company's Common Stock that would have resulted from
the conversion, pursuant to the Company's Articles of Incorporation in effect
immediately prior to the consummation of such public offering, of the maximum
number of shares of Preferred Stock that could have been acquired by the holder
of this Warrant upon the exercise of the unexpired portion of this Warrant
immediately prior to such public offering.
(d) Notice of Adjustment. When any adjustment is required to
--------------------
be made in the number or kind of shares purchasable upon exercise of the
Warrant, or in the Warrant Price, the Company shall promptly notify the holder
of such event and of the number of shares of Series C Preferred Stock or other
securities or property thereafter purchasable upon exercise of this Warrant.
(e) No Impairment. The Company and the holder of this
-------------
Warrant will not, by any voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company or the holder of this Warrant, respectively, but will at all times in
good faith assist in the carrying out of all the
provisions of this Section 8 and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Company and the
holder of this Warrant against impairment.
9. No Fractional Shares or Scrip. No fractional shares or scrip
-----------------------------
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the holder of this Warrant shall
not be required to pay that portion of the Exercise Price for any such
fractional shares.
10. No Stockholder Rights. Prior to exercise of this Warrant, the
---------------------
holder shall not be entitled to any rights of a stockholder with respect to the
Shares, including (without limitation) the right to vote such Shares, receive
dividends or other distributions thereon, exercise preemptive rights or be
notified of shareholder meetings, and, except as explicitly stated herein, such
holder shall not be entitled to any notice or other communication concerning the
business or affairs of the Company.
11. Standoff Agreement. In connection with the initial public
------------------
offering of the Company's securities, each holder of this Warrant agrees, upon
request of the Company or the underwriters managing any such offering of the
Company's securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any securities of the
Company, including without limitation this Warrant, any shares of Series C
Preferred Stock issued or issuable upon exercise of this Warrant and any shares
of Common Stock issued or issuable in lieu of or upon conversion of such shares
of Series C Preferred Stock (other than those included in the registration
statement filed in connection with the offering), without the prior written
consent of the Company or such underwriters, as the case may be, for such period
of time (not to exceed one hundred eighty (180) days) from the effective date of
the registration statement filed in connection with the offering as may be
requested by the underwriters. The holder of this Warrant agrees that the
Company may instruct its transfer agent to place stop-transfer notations in its
records to enforce the provisions of this Section 11.
12. Registration Rights. The Shares issuable upon exercise of this
-------------------
Warrant, and any securities issuable upon conversion of such Shares, are
Registrable Securities, as such term is defined in that certain Amended and
Restated Investors' Rights Agreement, dated May 14, 1998, by and among the
Company and the Investors listed on Schedule A thereto, and possess registration
----------
rights as described in such agreement.
13. Successors and Assigns. The terms and provisions of this Warrant
----------------------
and the Option Agreement shall inure to the benefit of, and be binding upon, the
Company and the holder hereof and their respective successors and assigns.
14. Amendments and Waivers. Any term of this Warrant may be amended
----------------------
and the observance of any term of this Warrant may be waived (either generally
or in a particular instance and either retroactively or prospectively), with the
written consent of the Company and the holder of this Warrant. Any waiver or
amendment effected in accordance with this Section 13 shall be binding upon each
current and future holder of this Warrant and the Company.
15. Notices. Any notices or certificates sent by the Company to the
-------
holder of this Warrant or notices or other documents sent by the holder of this
Warrant to the Company shall be deemed delivered if delivered in person or by
registered mail (return receipt requested) addressed, if to the holder, to such
holder's address shown in the Company's records (as the same may be changed from
time to time by notice from the holder), and if to the Company, to Internet
Travel Network, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: President (as the
same may be changed from time to time by notice from the Company).
16. Transferability of Warrant. This Warrant may not be transferred
--------------------------
or assigned in whole or in part without compliance with all applicable federal
and state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions satisfactory to
the Company, if such are requested by the Company).
17. Captions. The section and subsection headings of this Warrant are
--------
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.
18. Governing Law. This Warrant shall be governed by the laws of the
-------------
State of California as applied to agreements among California residents made and
to be performed entirely within the State of California.
INTERNET TRAVEL NETWORK
By:
----------------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇,
President and Chief Executive Officer
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SUBSCRIPTION
------------
Internet Travel Network
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions
of the Warrant to Purchase Shares of Series C Preferred Stock dated
__________________, ______ issued by Internet Travel Network (the "Company") and
held by the undersigned, ___________ shares of Series C Preferred Stock of the
Company.
Payment of the exercise price per share required under such Warrant
accompanies this Subscription.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
WARRANTHOLDER:
Date: By:
------------------- ---------------------------------------
Print Name:
-------------------------------
Address:
------------------------------------------
------------------------------------------
------------------------------------------
Exact Name in which shares should be registered:
------------------------------------