WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of December __, 1999, by and between IMPROVENET, INC., a Delaware
corporation (the "Company"), and the persons and entities named on the Schedule
of Purchasers attached hereto as EXHIBIT A (individually, a "Purchaser" and
collectively, the "Purchasers").
The Company desires to sell and the Purchasers each desire to purchase,
severally and not jointly, a warrant (the "First Common Warrant") to purchase
_______ shares of the Company's Common Stock (the "First Common Warrant Shares")
at a price per share of $0.01, pursuant to a warrant substantially in the form
attached hereto as EXHIBIT B and a warrant (the "Second Common Warrant") to
purchase _________ shares of the Company's Common Stock (the "Second Common
Warrant Shares") at a price per share of $13.50 pursuant to a warrant
substantially in the form attached hereto as EXHIBIT C on the terms and
conditions set forth herein. The First Common Warrant and the Second Common
Warrant shall be referred to herein as the "Warrants" and the Common Warrant
Shares and the Second Common Warrant Shares shall be referred to herein as the
"Warrant Shares".
In consideration of the mutual promises contained herein, the parties
hereto agree as follows:
1. PURCHASE OF WARRANT.
(a) Subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase the Warrants from the Company and the Company
agrees to sell and issue the Warrant to the Purchaser for an aggregate purchase
price of $___________.
(b) The purchase and sale of the Warrants shall take place at the
offices of ImproveNet, Inc., at 000 Xxx Xxxx, Xxxxx 000, Xxxxxxx Xxxx, XX
00000, or at such other time and place as to which the Company and Purchaser
shall agree. At the Closing, the Company shall deliver the Warrants to the
Purchaser as prepayment of amounts to be owed to each Purchaser.
2. ACCESS TO INFORMATION. The Purchaser acknowledges that it has had
access to all material information concerning the Company which it has
requested. The Purchaser also acknowledges that it has had the opportunity to,
and has to its satisfaction, questioned the officers of the Company with respect
to such Purchaser's investment hereunder.
3. REPRESENTATION OF PURCHASER. The Purchaser represents that it
understands that the Warrants and the Warrant Shares are speculative
investments, that it is aware of the Company's business affairs and financial
condition, and that it has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Warrants. The
Purchaser is purchasing the Warrants and any Warrant Shares issued upon exercise
thereof for investment for its own account only and not with a view to, or for
resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), or applicable state securities laws. The
Purchaser further represents that it understands that the Warrants and
Warrant Shares have not been registered under the Securities Act or
applicable state securities laws by reason of specific exemptions therefrom,
which exemptions depend upon, among other things, the bona fide nature of
Purchaser's investment intent as expressed herein. The Purchaser represents
that the Warrants and any Warrant Shares purchased upon exercise thereof must
be held indefinitely unless such securities are subsequently registered under
the Securities Act and all applicable state securities laws and regulations
or an exemption from such registration or qualification is available, and
that the Company is under no obligation to register or qualify such
securities except as set forth in the Warrants between the Company and the
Purchaser.
4. QUALIFICATION OF SECURITIES. The sale of the securities which are
the subject of this Agreement has not been qualified with the Commissioner of
Corporations of the State of California and the issuance of such securities or
the payment or receipt of any part of the consideration thereof prior to such
qualification is unlawful, unless the sale of securities is exempt from the
qualification by Section 25100, 25102 or 25105 of the California Corporations
Code. The rights of all parties to this Agreement are expressly conditioned upon
such qualification being obtained, unless the sale is so exempt.
5. LEGENDS. The Purchaser acknowledges and understands that the
instruments evidencing the Warrants and any certificates evidencing the Warrant
Shares shall bear the legends as specified in the Warrants in the form attached
hereto as EXHIBIT B (and any other legends required under state or federal
securities laws in the opinion of legal counsel for the Company).
6. GENERAL PROVISIONS.
(a) This Agreement represents the entire agreement between the
Company and Purchaser regarding the subject matter hereof, supersedes all
prior agreements and understandings, and may only be amended in writing
signed by the Company and the Purchaser.
(b) This Agreement shall bind and benefit the successors,
assigns, heirs, executors and administrators of the parties. The rights of
the Purchaser under this Agreement may not be assigned without the written
consent of the Company.
(c) This Agreement shall be governed in all respects by the laws
of the State of California.
(d) The Agreement may be executed in counterparts, each of which
shall be an original, but all of which together shall constitute an
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.
IMPROVENET, INC. PURCHASER
a Delaware corporation
By:____________________________ By:____________________________
Name:__________________________ Name:__________________________
Title:_________________________ Title:_________________________
