Exhibit 99.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (THE "WARRANT
SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED
UNDER THE ACT. THE WARRANT SHARES MAY NOT BE SOLD OR OFFERED FOR SALE OR
OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT, (II) IN COMPLIANCE WITH THE LIMITATIONS
OF RULE 144 UNDER THE ACT, OR (III) PURSUANT TO AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT
REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE ALSO
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT.
Warrant No. SB-CBS-#1AR Number of Shares: 533,468
(subject to adjustment)
Date of Issuance: June 30, 1999
SWITCHBOARD INCORPORATED
Amended and Restated Common Stock Purchase Warrant
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Switchboard Incorporated, a Delaware corporation (the "Company"), for value
received, hereby certifies that Viacom Inc., a Delaware corporation, or its
permitted transferees (the "Registered Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company, at any time or from time to
time on or after the earlier of (i) June 30, 2001 and (ii) the closing of the
Company's initial underwritten public offering of Common Stock registered under
the Securities Act of 1933, as amended (the "Securities Act"), and on or before
the earlier of (a) the second anniversary of the closing of the Company's
initial underwritten public offering of Common Stock registered under the
Securities Act and (b) June 30, 2004, at not later than 5:00 p.m. (Boston,
Massachusetts time), 533,468 shares of Common Stock, $0.01 par value per share,
of the Company, at a purchase price of $1.00 per share. The shares purchasable
upon exercise of this Warrant, and the purchase price per share, each as
adjusted from time to time pursuant to the provisions of this Warrant, are
hereinafter referred to as the "Warrant Shares" and the "Purchase Price,"
respectively.
1. Exercise.
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(a) This Warrant may be exercised by the Registered Holder, in whole or in
part, by surrendering this Warrant, with the purchase form appended hereto
as Exhibit I duly executed by the Registered Holder or by the Registered
Holder's duly authorized attorney, at the principal office of the Company,
or at such other office or agency as the Company may designate, accompanied
by payment (by wire transfer) in full, in lawful money of the United
States, of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise.
(b) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day (the "Exercise Date")
on which this Warrant shall have been surrendered to the Company as
provided in Section 1(a) above. At such time, the Registered Holder shall
be deemed to have become the holder of record of the Warrant Shares.
(c) As soon as practicable after the exercise of this Warrant in full or in
part, and in any event within 15 days thereafter, the Company, at its
expense, will cause to be issued in the name of, and delivered to, the
Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes):
(i) a certificate or certificates for the whole number of duly authorized,
validly issued, fully paid and non-assessable Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of
any fractional share to which the Registered Holder would otherwise be
entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii)in case such exercise is in part only, a new warrant or warrants (dated
the date hereof) of like tenor, calling in the aggregate on the face or
faces thereof for the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such shares called
for on the face of this Warrant minus the number of such shares purchased
by the Registered Holder upon such exercise.
(d) Notwithstanding anything to the contrary in paragraph (a) above, upon
exercise of this Warrant, in whole or in part, the Registered Holder may
elect to receive a reduced number of Warrant Shares in lieu of tendering
the Purchase Price in cash. In such case, the number of Warrant Shares to
be issued to the Registered Holder shall be computed using the following
formula:
X = Y(A-B)
-----
A
X = the number of Warrant Shares to be issued to the
Registered Holder;
Y = the number of Warrant Shares for which the
election to exercise is being made;
A = the Market Price (as defined below) of one share
of Common Stock, $0.01 par value per share, of
the Company on the trading day immediately prior
to the Exercise Date; and
B = the Purchase Price.
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"Market Price" per share of Common Stock of the Company means (i) the volume
weighted average closing sale price per share for the five consecutive trading
days preceding the date of determination as reported on the NASDAQ National
Market System or, if such shares are primarily traded on any other national
securities exchange, as reported by such exchange, or (ii) if the shares of
Common Stock are not traded on any national securities exchange, the fair market
value of such share of Common Stock as determined in good faith by the Board of
Directors of the Company.
2. Adjustments.
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(a) General. The Purchase Price shall be subject to adjustment from time to
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time pursuant to the terms of this Section 2.
(b) Diluting Issuances.
(i) Definitions. For purposes of this Section 2, the following definitions
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shall apply:
(A) "Option" shall mean rights, options or warrants to subscribe for,
------
purchase or otherwise acquire Common Stock or Convertible Securities,
excluding options described in Section 2(b)(i)(D) below.
(B) "Original Issue Date" shall mean the date on which this Warrant was
-------------------
first issued.
(C) "Convertible Securities" shall mean any evidences of indebtedness,
----------------------
shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock, but excluding Options.
(D) "Additional Shares of Common Stock" shall mean all shares of Common
---------------------------------
Stock issued (or, pursuant to Section 2(b)(iii) below, deemed to be
issued) by the Company after the Original Issue Date, other than shares
of Common Stock issued or issuable:
(I) upon conversion or exchange of any Convertible Securities or
exercise of any Options outstanding on the Original Issue Date,
each of which is listed on Schedule A attached hereto;
(II) by reason of a dividend, stock split, split-up or other
distribution on shares of Common Stock that are covered by
Sections 2(c) or 2(d) below;
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(III) up to 4,000,000 shares of Common Stock (or options with respect
thereto) to employees or directors of, or consultants or advisors
to, the Company pursuant to a plan, agreement or arrangement
adopted by the Board of Directors of the Company;
(IV) in the Company's initial public offering pursuant to a
registration statement under the Securities Act;
(V) pursuant to the Stock Warrant Agreement by and among the Company,
Ameritech Interactive Media, Inc., Intelligent Media Ventures,
Inc., SBC Interactive and U.S. West Dex, Inc., dated March 31,
1999, as it may be amended from time to time;
(VI) pursuant to any past and present lending or line of credit
arrangement between the Company and Banyan Systems Incorporated;
(VII) pursuant to the Technology Development and Marketing Agreement
between the Company and Continuum Software, Inc., dated
November 7, 1997, as it may be amended from time to time; or
(VIII)pursuant to any future borrowing, loan, line of credit, leasing
or similar financing arrangement with a bank, commercial lender,
leasing company or other person or for any other purpose
(provided that the shares issuable under this clause (VIII)
shall be limited to a maximum of 100,000).
The share number references in (III) and (VIII) are subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar event affecting such shares.
(ii) No Adjustment of Purchase Price. No adjustments to the Purchase Price
-------------------------------
shall be made unless the consideration per share (determined pursuant to
Section 2(b)(v)) for an Additional Share of Common Stock issued or
deemed to be issued by the Company is less than $16.00 (subject to
adjustment in the same manner as the Purchase Price pursuant to Sections
2(c) and 2(d) below) (the "Adjustment Price").
(iii)Issue of Securities Deemed Issue of Additional Shares of Common Stock.
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If the Company at any time or from time to time after the Original
Issue Date shall issue (whether by sale or grant) any Options or
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Convertible Securities or shall fix a record date for the determination
of holders of any class of securities entitled to receive any such
Options or Convertible Securities, then the maximum number of shares
of Common Stock (as set forth in the instrument relating thereto
without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the
conversion or exchange of such Convertible Securities, shall be deemed
to be Additional Shares of Common Stock issued as of the time of such
issue or, in case such a record date shall have been fixed, as of the
close of business on such record date, provided that Additional Shares
of Common Stock shall not be deemed to have been issued unless the
consideration per share (determined pursuant to Section 2(b)(v) hereof)
of such Additional Shares of Common Stock would be less than the
Adjustment Price in effect on the date of and immediately prior to such
issue, or such record date, as the case may be, and provided further
that in any such case in which Additional Shares of Common Stock are
deemed to be issued:
(A) No further adjustment in the Purchase Price shall be made upon the
subsequent issue of Convertible Securities or shares of Common Stock
upon the exercise of such Options or conversion or exchange of such
Convertible Securities;
(B) If such Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Company, then upon the exercise, conversion
or exchange thereof, the Purchase Price computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such
increase or decrease insofar as it affects such Options or the rights of
conversion or exchange under such Convertible Securities;
(C) Upon the expiration or termination of any such unexercised Option, the
Purchase Price shall not be readjusted, but the Additional Shares of
Common Stock deemed issued as the result of the original issue of such
Option shall not be deemed issued for the purposes of any subsequent
adjustment of the Purchase Price;
(D) In the event of any change in the number of shares of Common Stock
issuable upon the exercise, conversion or exchange of any such Option
or Convertible Security, including, but not limited to, a change
resulting from the anti-dilution provisions thereof, the Purchase Price
then in effect shall forthwith be readjusted to such Purchase Price as
would have obtained had the adjustment which was made upon the issuance
of such Option or Convertible Security not exercised, converted or
exchanged prior to such change been made upon the basis of such change;
and
(E) No readjustment pursuant to clause (B) or (D) above shall have the
effect of increasing the Purchase Price to an amount which exceeds the
lower of (i) the Purchase Price on the original adjustment date, or
(ii) the Purchase Price that would have resulted from any issuances of
Additional Shares of Common Stock between the original adjustment date
and such readjustment date.
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(iv) Adjustment of Purchase Price Upon Issuance of Additional Shares of
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Common Stock. In the event the Company shall at any time after the
------------
Original Issue Date issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to
Section 2(b)(iii), but excluding shares issued as a dividend or
distribution or upon a stock split or combination as provided in
Section 2(c)), without consideration or for a consideration per share
less than the Adjustment Price in effect on the date of and immediately
prior to such issue, then and in such event, the Purchase Price shall be
reduced, concurrently with such issue, to a price (calculated to the
nearest cent) determined by multiplying such Purchase Price by a
fraction, (A) the numerator of which shall be (1) the number of shares
of Common Stock outstanding immediately prior to such issue plus (2) the
number of shares of Common Stock which the aggregate consideration
received or to be received by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at the
Adjustment Price; and (B) the denominator of which shall be the number
of shares of Common Stock outstanding immediately prior to such issue
plus the number of such Additional Shares of Common Stock so issued;
provided that, (i) for the purpose of this Section 2(b)(iv), all shares
of Common Stock issuable upon exercise, conversion or exchange of
Options or Convertible Securities outstanding immediately prior to such
issue shall be deemed to be outstanding, and (ii) the number of shares
of Common Stock deemed issuable upon exercise, conversion or exchange
of such outstanding Options and Convertible Securities shall not give
effect to any adjustments to the exercise or conversion price or rate
of such Options or Convertible Securities resulting from the issuance of
Additional Shares of Common Stock that is the subject of this
calculation. For the avoidance of doubt, any shares of Common Stock held
by the Company as treasury shares shall not be deemed to be outstanding.
Notwithstanding the foregoing, the applicable Purchase Price
shall not be so reduced at such time if the amount of such reduction
would be an amount less than $.05, but any such amount shall be carried
forward and reduction with respect thereto made at the time of and
together with any subsequent reduction which, together with such amount
and any other amount or amounts so carried forward, shall aggregate
$.05 or more.
(v) Determination of Consideration. For purposes of this Section 2(b), the
------------------------------
consideration received by the Company for the issue of any Additional
Shares of Common Stock shall be computed as follows:
(A) Cash and Property: Such consideration shall:
-----------------
(I) insofar as it consists of cash, be computed at the aggregate of
cash received by the Company, excluding amounts paid or payable
for accrued interest or accrued dividends;
(II) insofar as it consists of property other than cash, be computed at
the fair market value thereof, as determined in good faith by the
Board of Directors; and
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(III)in the event Additional Shares of Common Stock are issued together
with other shares or securities or other assets of the Company for
consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (I) and
(II) above, as determined in good faith by the Board of Directors.
(B) Options and Convertible Securities. The consideration per share received
----------------------------------
by the Company for Additional Shares of Common Stock deemed to have been
issued pursuant to Section 2(b)(iii), relating to Options and
Convertible Securities, shall be determined by dividing
(x) the total amount, if any, received or receivable by the Company as
consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent
adjustment of such consideration) payable to the Company upon the
exercise of such Options or the conversion or exchange of such
Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible
Securities, by
(y) the maximum number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.
(vi) Multiple Closing Dates. In the event the Company shall issue on more
----------------------
than one date Additional Shares of Common Stock which are comprised of
shares of the same series or class of Preferred Stock, and such issuance
dates occur within a period of no more than 120 days, then the Purchase
Price shall be adjusted only once on account of such issuances, with
such adjustment to occur upon the final such issuance and to give effect
to all such issuances as if they occurred on the date of the final
such issuance.
(vii)Limitation. Notwithstanding anything in this Warrant to the contrary, in
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no event shall the Purchase Price be adjusted pursuant to Section 2(b)
to below $0.01 per share.
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(c) Recapitalizations. If outstanding shares of the Company's Common Stock
-----------------
shall be subdivided into a greater number of shares or a dividend in Common
Stock shall be paid in respect of Common Stock, the Purchase Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend be proportionately
reduced. If outstanding shares of Common Stock shall be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to
such combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased.
(d) Mergers, etc. If there shall occur any capital reorganization or
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reclassification of the Company's Common Stock (other than a change in par
value or a subdivision or combination as provided for in Section 2(c)
above), or any consolidation or merger of the Company with or into another
corporation, or a transfer of all or substantially all of the assets of the
Company, then, as part of any such reorganization, reclassification,
consolidation, merger or sale, as the case may be, lawful provision shall
be made so that the Registered Holder shall have the right thereafter to
receive upon the exercise hereof the kind and amount of shares of stock or
other securities or property which such Registered Holder would have been
entitled to receive if, immediately prior to any such reorganization,
reclassification, consolidation, merger or sale, as the case may be, such
Registered Holder had held the number of shares of Common Stock which
were then purchasable upon the exercise of this Warrant. In any such case,
appropriate adjustment (as reasonably determined in good faith by the Board
of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interests
thereafter of the Registered Holder, such that the provisions set forth in
this Section 2 (including provisions with respect to adjustment of the
Purchase Price) shall thereafter be applicable, as nearly as is reasonably
practicable, in relation to any shares of stock or other securities or
property thereafter deliverable upon the exercise of this Warrant.
(e) Adjustment in Number of Warrant Shares. When any adjustment is required to
--------------------------------------
be made in the Purchase Price pursuant to Section 2(c), the number of
Warrant Shares purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately
prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.
(f) Certificate of Adjustment. When any adjustment is required to be made
-------------------------
pursuant to this Section 2, the Company shall promptly mail to the
Registered Holder a certificate setting forth the Purchase Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment. Such certificate shall also set forth the kind and amount of
stock or other securities or property into which this Warrant shall be
exercisable following such adjustment.
3. Fractional Shares. The Company shall not be required upon the exercise of
-----------------
this Warrant to issue any fractional shares, but shall make an adjustment
-8-
therefor in cash on the basis of the fair market value per share of Common
Stock, as determined in good faith by the Board of Directors of the Company.
4. Requirements for Transfer. Neither this Warrant nor any interest herein is
-------------------------
transferrable in any respect (other than to the Company or ePresence, Inc.);
provided, however, that notwithstanding the foregoing, the Registered Holder may
transfer the entire Warrant (but not less than the entire Warrant) to any entity
controlling, controlled by or under common control of the Registered Holder if
(1) written notice of such action is provided to the Company, (2) the transferee
agrees in writing as part of such notice to be bound by this Agreement and (3)
Viacom Inc. remains primarily responsible for the performance of all of the
obligations of the Registered Holder hereunder. The Warrant and the Warrant
Shares are also subject to the restrictions on transfer set forth in the Common
Stock and Warrant Purchase Agreement dated as of June 1, 1999 between the
Company and the Registered Holder, which terms are incorporated herein.
5. No Impairment. The Company will not, by amendment of its charter or through
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reorganization, consolidation, merger, dissolution, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate, including such action as may be necessary or
appropriate in order that the Company may validly and legally issue or sell
fully paid and non-assessable Warrant Shares upon exercise of this Warrant, in
order to protect the rights of the holder of this Warrant against impairment.
6. Notices of Record Date, etc. In case:
---------------------------
(a) the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for
or purchase any shares of stock of any class or any other securities, or
to receive any other right; or
(b) of any capital reorganization of the Company, any reclassification of the
Common Stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in
which the Company is the surviving entity), or any transfer of all or
substantially all of the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up of
the Company, then, and in each such case, the Company will mail or cause to
be mailed to the Registered Holder a notice specifying, as the case may be,
(i) the record date for such dividend, distribution or right, and the amount
and character of such dividend, distribution or right, or (ii) the
effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is
to take place, and the time, if any is to be fixed, as of which the holders
-9-
of record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities)
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation
or winding-up. Such notice shall be mailed at least ten (10) days prior to
the record date or effective date for the event specified in such notice.
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7. Reservation of Stock. The Company will at all times reserve and keep
--------------------
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. All Warrant
Shares shall be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and non-assessable and free and clear of all
preemptive rights, and free from all taxes, liens and other charges with respect
to the issue thereof by the Company. The Company will take all actions as may be
necessary to assure that the Warrant Shares issued upon a valid exercise hereof
may be issued by the Company without violation of any law or regulation, or of
any requirement of any domestic securities exchange upon which any capital stock
of the Company may be listed.
8. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
-----------------------
the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
9. Mailing of Notices, etc. All notices and other communications from the
-----------------------
Company to the Registered Holder shall be mailed by first-class certified or
registered mail, postage prepaid, to the address last furnished to the Company
in writing by the Registered Holder. All notices and other communications from
the Registered Holder or in connection herewith to the Company shall be mailed
by first-class certified or registered mail, postage prepaid, to the Company at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Chief Executive Officer, with
copies to the Company at the foregoing address, Attn: General Counsel, and to
▇▇▇▇ and ▇▇▇▇ LLP, Bay Colony, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. If the Company should at any time change the
location of its principal office to a place other than as set forth below, it
shall give prompt written notice to the Registered Holder and thereafter all
references in this Warrant to the location of its principal office at the
particular time shall be as so specified in such notice.
10. No Rights as Stockholder. Until the exercise of this Warrant, the
-------------------------
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.
11. Change or Waiver. Any term of this Warrant may be changed or waived only
----------------
by an instrument in writing signed by the party against which enforcement of
the change or waiver is sought.
12. Remedies. In case any one or more of the covenants and agreements contained
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in this Warrant shall have been breached, the Registered Holder (in the case of
a breach by the Company), or the Company (in the case of a breach by the
Registered Holder), may proceed to protect and enforce its rights either by suit
in equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained in this Warrant.
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13. Headings. The headings in this Warrant are for purposes of reference only
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and shall not limit or otherwise affect the meaning of any provision of this
Warrant.
14. Governing Law. This Warrant will be governed by and construed in accordance
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with the laws of the State of Delaware (without reference to the conflicts of
law provisions thereof).
15. Waiver of Jury Trial. THE COMPANY AND THE REGISTERED HOLDER WAIVE THE RIGHT
--------------------
TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON.
[signatures on following page]
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SWITCHBOARD INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
ATTEST:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
(signature page to Switchboard warrant)
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EXHIBIT I
PURCHASE FORM
To: Switchboard Incorporated Dated:____________
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ___), hereby irrevocably elects to purchase _____ shares of the Common
Stock covered by such Warrant. The undersigned herewith makes payment of
$____________, representing the full purchase price for such shares at the price
per share provided for in such Warrant. Such payment takes the form of $______
in lawful money of the United States.
Alternatively, the undersigned, pursuant to the cashless exercise provisions set
forth in Section 1(d) of the attached Warrant (No. __), hereby irrevocably
elects to purchase __________ shares of Common Stock covered by such Warrant,
less __________ such shares, in lieu of tendering the Purchase Price referred to
therein.
Signature:________________________
Address: ________________________
________________________
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