No. PEW-(CD)
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT TO PURCHASE UP TO 2,396,932 SHARES
OF CONVERTIBLE PREFERRED STOCK OF
DOCENT, INC.
(Void after 5:00 p.m. on March 31, 2003)
THIS WARRANT is granted to AC Ventures B.V., a Netherlands company, with
business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Grantee") by DOCENT, Inc.
with its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the
"Company"), a Delaware corporation.
Subject to the provisions hereinafter set forth, Grantee or its assigns
(collectively, "Holder"), for value received, is entitled to purchase from the
Company a maximum of two million ninety-six nine hundred thirty-two (2,396,932)
shares of the Series E Convertible Preferred Stock ("Series E Preferred") of the
Company ("Exercise Shares") at the purchase price per share that is equal to
$7.52 per share ("Exercise Price").
This warrant ("Warrant") may be exercised, at ▇▇▇▇▇▇'s sole discretion, from
March 31, 2000 (the "Date of Grant") until 5:00 p.m. on March 31, 2003 (the
"Expiration Date"). This Warrant may be exercised from time to time and in
whole or in part upon surrender to the Company at its principal office (or at
such other location as the Company may advise Holder in writing) of this Warrant
properly endorsed with the Form of Subscription (attached hereto as Exhibit A)
duly filled in and signed. Upon exercise of this Warrant, Holder shall have the
same rights, preferences and privileges, as set forth in the Company's Amended
and Restated Certificate of Incorporation, as holders of the Series E Preferred,
as the case may be, and as set forth in the preceding paragraph, that ▇▇▇▇▇▇ has
purchased. Prior to such exercise, the Exercise Price and the number of shares
purchasable hereunder are subject to adjustment as provided in Section 4 of this
Warrant.
This Warrant is being granted in order to induce Grantee to enter into the
Master Alliance Agreement attached hereto as Exhibit A with the Company (the
"Proposed Alliance Agreement") during the first two weeks in April, 2000, by
giving Grantee a chance to profit from the proposed alliance not just from
increased revenue to Grantee but also from holding an equity stake in the
Company that should increase in value if the alliance is successful.
This Warrant is subject to the following terms and conditions:
1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. This Warrant
is exercisable at the option of Holder, at any time and from time to time, up to
the Expiration Date, for all or any part of the shares of Series E Preferred
(but not for a fraction of a share) which may be purchased hereunder. The
Company agrees that the shares of Series E Preferred purchased under this
Warrant shall be deemed to be issued to Holder as the record owner of such
shares as of the close of business on the date (the "Exercise Date") on which
this Warrant shall have been surrendered, properly endorsed, the completed,
executed Form of Subscription delivered and the applicable payment made for such
shares. Certificates for the shares of Series E Preferred so purchased, together
with any other securities or property to which ▇▇▇▇▇▇ is entitled upon such
exercise, shall be delivered to Holder by the Company at the Company's expense
within a reasonable time after the rights represented by this Warrant have been
so exercised. In case of a purchase of less than all the shares which may be
purchased under this Warrant, the Company shall cancel this Warrant and execute
and deliver a new Warrant or Warrants of like tenor for the balance of the
shares purchasable under the Warrant surrendered upon such purchase to Holder
within a reasonable time. Each stock certificate so delivered shall be in such
denominations of Series E Preferred as may be requested by ▇▇▇▇▇▇ and shall be
registered in the name of such Holder or, subject to Section 8, each Holder's
designee.
2. NET EXERCISE. Notwithstanding any provisions herein to the contrary,
if the fair market value of one share of the Exercise Shares is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant by payment of cash, the Holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of
the Company together with the properly endorsed Notice of Exercise in which
event the Company shall issue to the Holder a number of shares of Series E
Preferred computed using the following formula:
X = Y (A-B)
-------
A
Where X = the number of shares of Exercise Shares to be issued
to the Holder
Y = the number of shares of Exercise Shares purchasable
under the Warrant or, if only a portion of the Warrant
is being exercised, the portion of the Warrant being
canceled (at the date of such calculation)
A = the fair market value of one share of the Company's
Exercise Shares on the Exercise Date
B = Exercise Price (as adjusted to the date of such
calculation)
For purposes of the above calculation, the fair market value of one share
of Exercise Shares shall be determined by the Company's Board of Directors in
good faith; provided, however, that in the event that this Warrant is exercised
pursuant to this Section (A) after the Company's initial public offering, the
fair market value on the Exercise Date shall be the closing
2.
price of the Company's Common Stock on the market on which it is traded and (B)
on the date of the Company's initial public offering and the notice of exercise
was received prior to such date with a specification that such exercise be
effective upon the initial public offering, then the fair market value of one
share of Exercise Share shall be the per share offering price to the public of
the Company's initial public offering. Thus, if this Warrant is exercised in
connection with the Company's initial public offering of its Common Stock as
provided in (B) above, the fair market value per share of Exercise Shares shall
be the product of (i) the per share offering price to the public of the
Company's initial public offering and (ii) the number of shares of Common Stock
into which each share of Series E Preferred is then convertible at the time of
such exercise.
3. SHARES TO BE FULLY PAID. The Company covenants and agrees that all
shares of Series E Preferred that may be issued upon the exercise of this
Warrant shall, upon such exercise, be duly authorized, validly issued, fully
paid and nonassessable and free from all preemptive rights of any stockholder
and free of all taxes, liens and charges with respect to the issue thereof. The
Company shall take all such action as may be necessary to assure that such
shares of Series E Preferred may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any domestic
securities exchange upon which the Series E Preferred may be listed; provided
however, that the Company shall not be required to effect a registration under
federal or state securities laws with respect to such exercise. The Company
shall not take any action that would result in any adjustment of the Exercise
Price or number of shares purchasable hereunder (as set forth in Section 4
hereof) (i) if the total number of shares of Series E Preferred issuable after
such action upon exercise of all outstanding options, rights and warrants,
together with all shares of Series E Preferred then outstanding and all shares
of Series E Preferred then issuable upon exercise of all options, rights and
warrants and upon the conversion of all convertible securities then outstanding,
would exceed the total number of shares of Series E Preferred then authorized by
the Company's Certificate of Incorporation, or (ii) if the total number of
shares of Common Stock issuable after such action upon the conversion of all
such shares of Series E Preferred, together with all shares of Common Stock then
issuable upon exercise of all outstanding options, rights and warrants and upon
the conversion of all such shares of Series E Preferred, together with all
shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options, rights and warrants and upon the
conversion of all convertible securities then outstanding would exceed the total
number of shares of Common Stock then authorized by the Company's Certificate of
Incorporation.
4. ADJUSTMENTS. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:
4.1 Conversion of Preferred Stock. Should all of the Company's Preferred Stock
be, or if outstanding would be, at any time prior to the expiration of this
Warrant or any portion thereof, converted into shares of the Company's
Common Stock in accordance with the Company's Certificate of Incorporation,
then this Warrant shall become immediately exercisable for that number of
shares of the Company's Common Stock equal to the number of shares of the
Common Stock that would have been received if this Warrant had been
exercised in full and the Series E Preferred received thereupon had been
simultaneously converted immediately prior to such event, and the Exercise
Price shall immediately be adjusted to equal the quotient obtained by
dividing (i) the aggregate Exercise Price of the maximum number of shares
of Series E Preferred for which this Warrant was exercisable
3.
immediately prior to such conversion, by (ii) the number of shares of
Common Stock for which this Warrant is exercisable immediately after such
conversion. For purposes of the foregoing, the "Certificate of
Incorporation" shall mean the Certificate of Incorporation of the Company
as amended and/or restated and effective immediately prior to the
conversion of all of the Company's Preferred Stock. At the time of any such
conversion of all of the Company's Preferred Stock, references herein to
"Series E Preferred or Preferred Stock" shall be deemed to refer to the
Company's Common Stock to the extent necessary to give appropriate meaning
to the provisions hereof.
4.2 Merger, Sale of Assets, etc. If at any time while this Warrant, or any
portion hereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in
which the Company is the surviving entity but the shares of the Company's
capital stock outstanding immediately prior to the merger are converted by
virtue of the merger into other property, whether in the form of
securities, cash, or otherwise, or (iii) a sale, lease or other transfer of
the Company's properties and assets as, or substantially as, an entirety to
any other person, then, as a part of and as a condition to such
reorganization, merger, consolidation, sale, lease or transfer, lawful
provision shall be made so that the holder of this Warrant shall thereafter
be entitled to purchase and receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Exercise Price then in
effect, the number of shares of stock or other securities or property of
the successor corporation resulting from such reorganization, merger,
consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had
been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as
provided in this Section. The foregoing provisions of this Section shall
similarly apply to successive reorganizations, consolidations, mergers,
sales and transfers and to the stock or securities of any other corporation
that are at the time receivable upon the exercise of this Warrant. If the
per-share consideration payable to Holder for shares in connection with any
such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by
the Company's Board of Directors. In all events, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be made
in the application of the provisions of this Warrant with respect to the
rights and interests of Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares, securities or other property
deliverable after that event upon exercise of this Warrant.
4.3 Reclassification, etc. If the Company, at any time while this Warrant, or
any portion hereof, remains outstanding and unexpired by reclassification
of securities or otherwise, shall change any of the securities as to which
purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under
this Warrant immediately prior to such reclassification or other change and
the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as
4.
provided in this Section. No adjustment shall be made pursuant to this
Section, upon any conversion of the Preferred Stock which is the subject of
this Section.
4.4 Split, Subdivision or Combination of Shares. If the Company at any time
while this Warrant, or any portion hereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which
purchase rights under this Warrant exist, into a different number of
securities of the same class, the Exercise Price for such securities shall
be proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination. Upon each such
split, subdivision or combination, Holder shall thereafter be entitled to
purchase at the Exercise Price resulting from such adjustment, the number
of shares obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of shares purchasable pursuant
hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.
4.5 Adjustments for Dividends in Stock or Other Securities or Property. If
while this Warrant, or any portion hereof, remains outstanding and
unexpired, the holders of the securities as to which purchase rights under
this Warrant exist at the time shall have received, or, on or after the
record date fixed for the determination of eligible stockholders, shall
have become entitled to receive, without payment therefor, other or
additional stock, other securities, property or rights or options to
subscribe for or purchase or otherwise acquire any of the foregoing (other
than cash) of the Company, by way of dividend, then and in each case, this
Warrant shall represent the right to acquire, in addition to the number of
shares of the security receivable upon exercise of this Warrant, and
without payment of any additional consideration therefor, the amount of
such other or additional stock, other securities, property or rights or
options to subscribe for or purchase or otherwise acquire any of the
foregoing (other than cash) of the Company that such holder would hold on
the date of such exercise had it been the holder of record of the security
receivable upon exercise of this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the
date of such exercise, retained such shares and/or all other additional
stock available by it as aforesaid during such period, giving effect to all
adjustments called for during such period by the provisions of this
Section.
4.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to this Section, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to Holder a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall upon the written
request at any time of Holder, furnish or cause to be furnished to Holder a
like certificate setting forth: (i) such adjustments and readjustments;
(ii) the Exercise Price at the time in effect; and (iii) the number of
shares and the amount, if any, of other property that at the time would be
received upon the exercise of the Warrant.
4.7 No Impairment. The Company 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, but will at all times in
good faith assist in the carrying out of all the provisions of
5.
this Section and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of Holder against impairment.
4.8 Anti-Dilution Protection. Prior to exercise of this Warrant, Holder shall
be entitled to the anti-dilution protection provided to the holders of
Preferred Stock.
5. ISSUE TAX. The issuance of certificates for shares of Series E
Preferred upon the exercise of the Warrant shall be made without charge to
Holder for any issue tax (other than any applicable income taxes) in respect
thereof; provided however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of Holder.
6. CLOSING OF BOOKS. The Company will at no time close its transfer books
against the transfer of any warrant or of any shares of Series E Preferred
issued or issuable upon the exercise of any warrant in any manner which
interferes with the timely exercise of this Warrant.
7. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing
contained in this Warrant shall be construed as conferring upon Holder the right
to vote or to consent or to receive notice as a stockholder of the Company or
any other matters or any rights whatsoever as a stockholder of the Company. No
dividends or interest shall be payable or accrued in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder until, and
only to the extent that, this Warrant shall have been exercised. No provisions
hereof, in the absence of affirmative action by ▇▇▇▇▇▇ to purchase shares of
Series E Preferred, and no mere enumeration herein of the rights or privileges
of Holder, shall give rise to any liability of Holder for the Exercise Price or
as a stockholder of the Company, whether such liability is asserted by the
Company or by its creditors.
8. WARRANTS TRANSFERABLE. Subject to compliance with applicable federal
and state securities laws, the Company's Bylaws and provided that ▇▇▇▇▇▇ does
not transfer any interest in this Warrant to a competitor of the Company or
entity affiliated with a competitor of the Company, this Warrant and all rights
hereunder are transferable, in whole or in part, only with the written consent
of the Company, which consent shall not be unreasonably withheld or delayed
without charge to Holder (except for transfer taxes), upon surrender of this
Warrant properly endorsed. Each Holder of this Warrant, by taking or holding the
same, consents and agrees that this Warrant, when endorsed in blank, shall be
deemed negotiable, and that Holder, when this Warrant shall have been so
endorsed, may be treated by the Company, at the Company's option, and all other
persons dealing with this Warrant, as the absolute owner hereof for any purpose
and as the person entitled to exercise the rights represented by this Warrant,
or to the transfer hereof on the books of the Company any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered owner hereof as the owner for all purposes.
9. LOCKUP. In the event of the first underwritten public offering of any
securities of the Company, the Company (or a representative of the underwriters)
may require that you not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a sale, any shares of Series E
Preferred, Common Stock or other securities of the Company held by you, for a
period of time
6.
specified by the underwriter(s) (not to exceed one hundred eighty (180) days)
following the effective date of a registration statement of the Company filed
under the Act. You further agree to execute and deliver such other agreements as
may be reasonably requested by the Company and/or the underwriter(s) which are
consistent with the foregoing or which are necessary to give further effect
thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to your Common Stock until the end of
such period; provided however, that such limitations under this section shall
only exits if the officers and directors of the Company are subject to these
same restrictions.
10. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and
obligations of the Company and Holder set forth in Sections 8 and 9 herein,
shall survive the exercise of this Warrant, in whole or in part.
11. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
12. NOTICES. Any notice, request or other document required or permitted
to be given or delivered to Holder or the Company shall be sent by facsimile or
delivered or sent by certified mail, postage prepaid, to each such holder or to
the address indicated on this Warrant or such other facsimile number or address
as either may from time to time provide to the other and shall be effective
three (3) business days after mailed via first-class mail, three (3) business
days after mailed via registered or certified mail, return receipt requested,
one (1) business day after mailed via overnight Express Mail, the day of
transmission of a facsimile or upon delivery if delivered by hand or by
messenger or courier delivery service.
13. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets. All of the covenants and
agreements of the Company hereunder shall inure to the benefit of the successors
and assigns of ▇▇▇▇▇▇.
14. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings
of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of California as such laws
apply to agreements among California residents made and to be performed entirely
within the State of California. Any legal action or other legal proceeding
relating to this Warrant shall be brought or otherwise commenced in any state or
federal court located in San Mateo, San Francisco or Santa ▇▇▇▇▇ counties in the
State of California. Each Holder of this Warrant (i) expressly and irrevocably
consents and submits to the jurisdiction of each state and federal court located
in San Mateo, San Francisco or Santa ▇▇▇▇▇ counties in the State of California
in connection with any such legal proceeding; (ii) agrees that each state and
federal court located in San Mateo, San Francisco or Santa ▇▇▇▇▇ counties in the
State of California shall be deemed to be a convenient forum; and (iii) agrees
not to assert (by way of motion, as a defense or otherwise), in any such legal
proceeding commenced in any state or federal court located in San Mateo, San
Francisco or Santa ▇▇▇▇▇ counties in the State of California, any claim that
such party is not subject personally to the jurisdiction of such court, that
such legal proceeding has been
7.
brought in an inconvenient forum, that the venue of such proceeding is improper
or that this Warrant or the subject matter of this Warrant may not be enforced
in or by such court.
15. LOST WARRANTS. The Company represents and warrants to Holder that
upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and
cancellation of such Warrant, the Company, at its expense, will make and deliver
a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant.
16. FRACTIONAL SHARES. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash based on the fair
market value of the Series E Preferred on the date of exercise, as reasonably
determined in good faith by the Board of Directors.
17. SEVERABILITY. The invalidity or unenforceability of any provision of
this Warrant in any jurisdiction shall not affect the validity or enforceability
of such provision in any other jurisdiction, or affect any other provision of
this Warrant, which shall remain in full force and effect.
18. RECOVERY OF LITIGATION COSTS. If any legal action or other
proceeding is brought for the enforcement of this Warrant, or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Warrant, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or proceeding, in addition to any other relief to which it or
they may be entitled.
19. EARLY TERMINATION. Should Grantee or an affiliate of Grantee not
enter into the Proposed Alliance Agreement with the Company on or before 5:00
p.m. on April 15, 2000, then the Expiration Date shall not be March 31, 2003,
but rather shall be April 30, 2000.
20. SECURITIES LAW REPRESENTATIONS. Grantee represents that Grantee is an
accredited investor by virtue of having $5,000,000 in assets (or by virtue of
being owned entirely by persons who have a net worth in excess of one million
dollars or by persons who had for the past two years and expect to have this
year individual income in excess of two hundred thousand dollars or combined
income with their spouse in excess of three hundred thousand dollars). Grantee
represents that Grantee is acquiring this Warrant, and would be acquiring any
Exercise Shares, for ▇▇▇▇▇▇▇'s own account, for investment, and not to or for
sale in connection with any distribution. Grantee understands that the Exercise
Shares have not been registered under the Securities Act of 1933, as amended, or
any state securities law and therefore cannot be resold unless they are so
registered or unless an exemption from such registration is available. Grantee
understands that any share certificate registering the Exercise Shares shall
bear the legend contained at the top of page 1 of this Warrant Agreement.
Grantee understands that the Exercise Shares comprise restricted securities for
purposes of Rule 144 and as a result cannot be sold in the public market until
at least one year after exercise. ▇▇▇▇▇▇▇ understands that the Company is under
no duty to register the Exercise Shares. ▇▇▇▇▇▇▇ represents that the Grantee
has had the opportunity to ask questions and receive answers concerning the
terms and conditions of this
8.
offering and to obtain any additional information which the Company possesses or
can acquire without unreasonable effort or expenses that is necessary to verify
the accuracy of information furnished by the Company.
9.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly granted
and executed this 31st day of March, 2000.
DOCENT, INC.
a Delaware corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
Mountain View, CA 94043
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
AGREED TO AND ACCEPTED:
AC VENTURES B.V.
By:_____________________________
10.
EXHIBIT A
SUBSCRIPTION FORM
Date: ____________,
VIA FACSIMILE: (▇▇▇) ▇▇▇-▇▇▇▇
Docent, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
Mountain View, CA 94043
Attn: President
Ladies and Gentlemen:
The undersigned hereby elects to exercise the warrant issued to it by
DOCENT, INC. (the "Company"), dated March 31, 2000, (the "Warrant") and to
purchase thereunder __________________________ shares of the Preferred
Stock of the Company (the "Shares") at a purchase price of _______________
per share (the "Purchase Price").
Pursuant to the terms of the Warrant, the undersigned has delivered the Purchase
Price herewith in full in cash or by certified check or wire transfer. The
undersigned certifies that the Warrant is exercisable at this time.
Very truly yours,
________________________________
By:_____________________________
Print Name:_____________________
Title:__________________________