1
EXHIBIT 10.16
LENDINGTREE, INC.
WARRANT PURCHASE AGREEMENT
JANUARY 14, 2000
2
TABLE OF CONTENTS
Page
----
SECTION 1
AUTHORIZATION AND SALE OF WARRANTS................................................1
1.1 AUTHORIZATION OF WARRANTS...........................................1
1.2 ISSUANCE OF WARRANTS................................................1
1.3 STOCKHOLDERS AGREEMENT..............................................2
1.4 REGISTRATION RIGHTS AGREEMENTS......................................2
SECTION 2
CLOSING DATES; DELIVERY...........................................................2
2.1 CLOSING.............................................................2
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................................2
3.1 ORGANIZATION AND STANDING; ARTICLES AND BYLAWS......................2
3.2 CORPORATE POWER.....................................................2
3.3 CAPITALIZATION......................................................3
3.4 AUTHORIZATION.......................................................3
SECTION 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER........................4
4.1 ACCREDITED INVESTOR; EXPERIENCE; RISK...............................4
4.2 INVESTMENT..........................................................4
4.3 RESTRICTED SECURITIES; RULE 144.....................................4
4.4 NO PUBLIC MARKET....................................................5
4.5 AUTHORIZATION.......................................................5
4.6 FURTHER LIMITATIONS ON DISPOSITION..................................5
4.7 LEGENDS.............................................................5
SECTION 5
COVENANTS OF THE STOCKHOLDERS.....................................................6
5.1 SHAREHOLDER APPROVAL................................................6
5.2 CONFIDENTIAL TREATMENT REQUEST......................................6
5.3 MODIFICATION OF WARRANT.............................................6
5.4 STOCK SPLIT.........................................................6
SECTION 6
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY AND THE PURCHASER..........7
6.1 REPRESENTATIONS AND WARRANTIES TRUE.................................7
3
Page
----
6.2 PERFORMANCE OF COVENANTS............................................7
6.3 WAIVER OF PREEMPTIVE RIGHTS.........................................7
6.4 CONSENT TO GRANT OF REGISTRATION RIGHTS.............................7
6.5 JOINDER TO REGISTRATION RIGHTS AGREEMENT............................7
6.6 JOINDER TO STOCKHOLDERS AGREEMENT...................................7
SECTION 7
MISCELLANEOUS.....................................................................8
7.1 GOVERNING LAW.......................................................8
7.2 TERMINATION.........................................................8
7.3 PRESS RELEASE.......................................................8
7.4 SURVIVAL............................................................8
7.5 SUCCESSORS AND ASSIGNS..............................................8
7.6 ENTIRE AGREEMENT; AMENDMENT.........................................8
7.7 NOTICES, ETC........................................................8
7.8 DELAYS OR OMISSIONS.................................................9
7.9 EXPENSES............................................................9
7.10 COUNTERPARTS.......................................................10
7.11 SEVERABILITY.......................................................10
ii
4
LENDINGTREE, INC.
WARRANT PURCHASE AGREEMENT
This Agreement is made as of January 14, 2000, between LENDINGTREE, INC.,
a Delaware corporation (the "COMPANY"), and ▇▇▇▇.▇▇▇ LLC, a Delaware limited
liability company (the "PURCHASER").
RECITALS
WHEREAS, the Company and Purchaser desire to enter into a Co-Branded Site
Agreement, dated even date hereof (the "SITE AGREEMENT"), which contemplates,
among other things, the issuance of warrants to purchase the Company's common
stock as described herein as partial consideration for the value to be provided
by the Purchaser under the Site Agreement;
WHEREAS, the Company desires to issue, and the Purchaser desires to
receive, two warrants (the "WARRANTS") to purchase an aggregate of 150,000
shares of the Company's Common Stock, par value $0.01 (the "COMMON STOCK"), at
an exercise price of $10.00 per share. The immediately exercisable Warrant
("Immediate Warrant") will be in the form attached hereto as Exhibit A. The
delayed exercise Warrant ("Delayed Warrant") will be in the form attached hereto
as Exhibit B; and
WHEREAS, the Purchaser will execute joinders to each of the Registration
Rights Agreement, dated September 20, 1999, by and among the Company and certain
stockholders (the "REGISTRATION RIGHTS AGREEMENT"), and the Stockholders
Agreement, dated September 20, 1999, by and among the Company and certain
stockholders (the "STOCKHOLDERS AGREEMENT").
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
SECTION 1
AUTHORIZATION AND SALE OF WARRANTS
1.1 AUTHORIZATION OF WARRANTS. The Company has authorized the issuance
of the Warrants and has reserved 150,000 shares of Common Stock for issuance
upon the exercise of the Warrants.
1.2 ISSUANCE OF WARRANTS. Subject to the terms and conditions hereof,
the Company will issue to the Purchaser at the Closing, and the Purchaser will
receive at the Closing, the Warrants.
5
1.3 STOCKHOLDERS AGREEMENT. At the Closing (as defined in Section 2.1)
of the transactions contemplated hereby pursuant to Section 2.1 hereof, the
parties will execute a joinder to the Stockholders Agreement (the "JOINDER TO
THE STOCKHOLDERS AGREEMENT"), in the form attached hereto as Exhibit D.
1.4 REGISTRATION RIGHTS AGREEMENTS. At the Closing of the transactions
contemplated hereby pursuant to Section 2.1 hereof, the parties will execute a
joinder to the Registration Rights Agreement (the "JOINDER TO THE REGISTRATION
RIGHTS AGREEMENT"), in the form attached hereto as Exhibit E.
SECTION 2
CLOSING DATES; DELIVERY
2.1 CLOSING. The closing of the issuance of the Warrants hereunder
(the "CLOSING") shall take place (i) at the offices of Skadden, Arps, Slate,
▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ but in any event
within three business days after the day on which the last to be fulfilled or
waived of the conditions set forth in Section 5 shall be fulfilled or waived in
accordance with this agreement or (ii) at such other time and place upon which
the Company and the Purchaser shall agree (the date of the Closing is
hereinafter referred to as the "CLOSING DATE"). At the Closing, the Company will
deliver to the Purchaser the Warrants provided the Site Agreement has been duly
executed and delivered by the Purchaser.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 ORGANIZATION AND STANDING; ARTICLES AND BYLAWS. The Company is a
corporation duly organized and existing under the laws of the State of Delaware
and is authorized to exercise all its corporate powers, rights and privileges
and is in good legal standing in the State of Delaware. The Company has
furnished the Purchaser true and complete copies of its Certificate of
Incorporation, as amended, and Bylaws, as amended.
3.2 CORPORATE POWER. The Company has all requisite legal and corporate
power to execute and deliver this Agreement, the Warrants, the Joinder to the
Stockholders Agreement, the Joinder to the Registration Rights Agreement, the
Site Agreement and to issue the Warrants hereunder, to carry out and perform its
obligations under the terms hereunder and under the Warrants, the Joinder to the
Stockholders Agreement, the Joinder to the Registration Rights Agreement and the
Site Agreement.
2
6
3.3 CAPITALIZATION. The authorized capital stock of the Company, upon
the consummation of the Closing, consists of 30,000,000 shares of Common Stock,
2,458,018 shares of which are issued and outstanding, 3,049,031 shares of Series
A Convertible Preferred Stock, par value $0.01 per share, 1,789,861 of which are
issued and outstanding, 911,450 shares of Series B Convertible Preferred Stock,
par value $0.01 per share, of which no shares are issued and outstanding,
268,074 shares of Series C Convertible Preferred Stock, par value $0.01 per
share, of which no shares are issued and outstanding, and 6,238,639 shares of
Series D Convertible Preferred Stock, par value $0.01 per share, 6,238,172 of
which are issued and outstanding. All such issued and outstanding shares have
been duly authorized and validly issued, and are fully paid and nonassessable
and have been issued in compliance with federal and state securities law. Except
as contemplated herein, as of the date hereof, there are no options, warrants,
conversion privileges or other rights presently outstanding to purchase or
otherwise acquire any authorized but unissued shares of the capital stock or
other securities of the Company, nor any agreements or understandings with
respect thereto, other than (i) options to purchase 2,903,968 shares of Common
Stock granted to eligible participants under the Company's benefit plans and
(ii) warrants to purchase 525,500 shares of Common Stock. The Common Stock
issuable upon exercise of the Warrants (i.e. 150,000 shares) constitute at least
1% of the fully-diluted capital stock of the Company.
3.4 AUTHORIZATION. All corporate action on the part of the Company,
its directors and stockholders necessary for the authorization, execution,
delivery and performance of this Agreement, the Warrants, the Joinder to the
Stockholders Agreement, the Joinder to the Registration Rights Agreement and the
Site Agreement by the Company, the authorization, sale, issuance (or reservation
for issuance) and delivery of the Warrants issued or issuable hereunder and the
Common Stock issuable upon exercise thereof and the performance of the Company's
obligations hereunder have been taken or will be taken prior to the Closing.
This Agreement, the Warrants, the Joinder to the Stockholders Agreement, the
Joinder to the Registration Rights Agreement and the Site Agreement, when
executed and delivered by the Company, shall constitute valid and binding
obligations of the Company enforceable in accordance with their respective
terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors, and rules of law governing specific performance,
injunctive relief or other equitable remedies. The Common Stock issuable upon
exercise of the Warrants will have been duly and validly reserved for issuance,
and upon issuance will be duly and validly issued, fully paid and nonassessable
and will be free of restrictions on transfer; provided, however, that the
Warrants and the Common Stock issuable upon exercise of the Warrants
(collectively, the "SECURITIES") may be subject to restrictions on transfer
under state and/or federal securities laws as set forth herein and in the
Stockholders Agreement. Except as set forth in the Stockholders Agreement, the
Securities are not subject to any preemptive rights or rights of first refusal.
3
7
SECTION 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The Purchaser hereby represents, warrants and covenants to the Company
with respect to the receipt of the Warrant, as follows:
4.1 ACCREDITED INVESTOR; EXPERIENCE; RISK. The Purchaser is an
accredited investor within the definition of Regulation D of the Securities Act
of 1933. The Purchaser and its representatives have been solely responsible for
the Purchaser's own "due diligence" investigation of the Company and its
management and business, for its own analysis of the merits and risks of the
investment, and for its own analysis of the fairness and desirability of the
terms of the investment. The Purchaser has such knowledge and experience in
financial and business matters that such Purchaser is capable of evaluating the
merits and risks associated with the receipt of the Warrant pursuant to the
Agreement and of protecting the Purchaser's interests in connection therewith.
The Purchaser is able to fend for himself in the transactions contemplated by
this Agreement and has the ability to bear the economic risk of the investment,
including complete loss of the investment. The Purchaser is experienced in
evaluating and investing in new, high-technology companies such as the Company.
4.2 INVESTMENT. The Purchaser is acquiring the Warrants for investment
for its own account, not as a nominee or agent, and not with a view to, or for
resale in connection with, any distribution thereof, and the Purchaser has no
present intention of selling, granting any participation in, or otherwise
distributing the same in violation of applicable law. The Purchaser understands
that the Warrants to be purchased, and the Common Stock issuable upon exercise
of the Warrants, have not been and will not have been registered under the
Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of such Purchaser's
representations as expressed herein.
4.3 RESTRICTED SECURITIES; RULE 144. The Purchaser understands that
the Securities are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations the Securities may be resold without registration under
the Securities Act only in certain limited circumstances. The Purchaser
acknowledges that the Securities must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available. The Purchaser is aware of the provisions of Rule 144 promulgated
under the Securities Act, which permit limited resale of shares purchased in a
private placement subject to the satisfaction of certain conditions, including,
among other things, the existence of a public market for the shares, the
availability of certain current public information about the Company, the resale
occurring not less than one (1) year after a party has purchased and paid for
the security to be sold, the sale being effected through a "broker's
transaction" or in transactions directly with a "market maker" (as provided by
Rule 144(f)) and
4
8
the number of shares being sold during any three (3) month period not exceeding
specified limitations.
4.4 NO PUBLIC MARKET. The Purchaser understands that no public market
now exists for any of the securities issued by the Company and that there is no
assurance that a public market will ever exist for the Securities.
4.5 AUTHORIZATION. The Purchaser represents that it has the full
right, power and authority to enter into and perform the Purchaser's obligations
under this Agreement, and this Agreement when executed and delivered by the
Purchaser will constitute a valid and binding obligation of the Purchaser,
enforceable in accordance with its terms, subject to the laws of general
application relating to bankruptcy, insolvency and the relief of debtors, rules
of law governing specific performance, injunctive relief or other equitable
remedies.
4.6 FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting
the representations set forth above, the Purchaser further agrees not to make
any disposition of all or any portion of the Securities unless and until the
Purchaser shall have complied with Articles III and V of the Stockholders
Agreement and either:
(a) There is then in effect a Registration Statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such Registration Statement; or
(b) (i) The Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably requested by the Company, such Purchaser shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration under the Act.
4.7 LEGENDS. It is understood that each certificate representing the
Common Stock issued upon exercise of the Warrant shall bear legends in the
following forms or substantially similar form (in addition to any legend
required under applicable state securities laws):
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."
5
9
[in the case of the Common Stock issuable upon exercise of the
Warrant]
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS
AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE COMPANY. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES
OF THESE SHARES."
SECTION 5
COVENANTS OF THE STOCKHOLDERS
The Company covenants that:
5.1 SHAREHOLDER APPROVAL. The Company shall use commercially
reasonable efforts to receive the requisite shareholder approvals, consents and
waivers, as required by the Stockholders Agreement and the Registration Rights
Agreement, by Friday, January 21, 2000.
5.2 CONFIDENTIAL TREATMENT REQUEST. The Company shall file a request
for confidential treatment by 10:15 a.m., Tuesday, January 18, 2000 with the
Securities and Exchange Commission requesting confidential treatment for all
items set forth in Item 2 of Exhibit D, Item 3 of Exhibit D and the Schedules to
the Site Agreement (the "Confidential Information"). The Company shall use
commercially reasonable efforts to receive confidential treatment for all items
set forth in the Schedules to the Site Agreement.
5.3 MODIFICATION OF WARRANT. In the event the Company fails to (i)
file a confidential treatment request as provided by Section 5.2 or (ii) receive
confidential treatment with respect to the dollar amounts set forth in Item 2 of
Exhibit D, the percentages set forth in Item 3 of Exhibit D, Schedule 9(c) and
Schedule 23(a) to the Site Agreement from the Securities and Exchange Commission
addressing the merits of the Confidentiality Request prior to filing the Site
Agreement with the Confidential Information as an exhibit to a Registration
Statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, the Company shall issue a warrant (the
"Revised Warrant") at the Closing in the form of Exhibit C attached hereto in
lieu of the Delayed Warrant. In the event the Delayed Warrant shall have been
previously executed and delivered to the Purchaser, the Company shall
immediately execute and deliver the Revised Warrant upon the surrender by the
Purchaser of the Delayed Warrant.
5.4 STOCK SPLIT. In the event that the Company shall, prior to
Closing, (i) pay a dividend or make a distribution on its Common Stock, (ii)
subdivide shares of its outstanding Common Stock into a greater number of
shares, (iii) combine its outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock by reclassification of its
Common Stock
6
10
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the Warrants
attached hereto shall be modified to entitle the Purchaser to purchase the
aggregate number and kind of shares which, if the Warrant had been exercised at
the Exercise Price in effect immediately prior to such event, the Purchaser
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, distribution, subdivision, combination or reclassification; and
the Exercise Price, as defined in the Warrants, shall automatically be adjusted
immediately, in the case of a dividend or distribution, or the effective date,
in the case of a subdivision, combination or reclassification, to allow the
purchase of such aggregate number and kind of shares. For example, in the event
that the Company implements a stock split of 1.27 for 1 prior to the Closing,
each of the Warrants shall entitle the Purchaser to purchase 95,250 shares of
Common Stock at an Exercise Price of $7.87.
SECTION 6
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY AND THE PURCHASER
The obligations of the Company and Purchaser to effect the Closing
hereunder are subject to the satisfaction, at or prior to the Closing, of all of
the following conditions:
6.1 REPRESENTATIONS AND WARRANTIES TRUE. The representations,
warranties set forth in this Agreement shall be true and accurate as of the date
when made and shall be deemed to be made again at and as of the Closing and
shall then be true and accurate (except for changes contemplated by this
Agreement and except for representations and warranties that by their terms
speak as of the date of this Agreement or some other date which shall be true
and correct only as of such date).
6.2 PERFORMANCE OF COVENANTS. The Company and the Purchaser shall have
performed and complied with each and every covenant, agreement and condition
required by this Agreement to be performed or complied with by it prior to or on
the Closing Date, provided however, the failure of the Company to receive a
definitive response from the Securities and Exchange Commission, as described in
Section 6.2, prior to the Closing does not constitute non-performance of the
covenant set forth in Section 6.2.
6.3 WAIVER OF PREEMPTIVE RIGHTS. The Company shall have received a
waiver of the preemptive rights set forth in section 3.1 of the Stockholders
Agreement as required by section 8.9 of the Stockholders Agreement.
6.4 CONSENT TO GRANT OF REGISTRATION RIGHTS. The Company shall have
received the written consent as required by the Registration Rights Agreement,
dated September 20, 1999, by the holders of a requisite approval pursuant to
Section 2.5 of the Registration Rights Agreement the Company shall have received
the consent of at least 50% of all Holders of Preferred Stock of the Company.
7
11
6.5 JOINDER TO REGISTRATION RIGHTS AGREEMENT. The Company shall have
received a Joinder to the Registration Rights Agreement executed by the
Purchaser.
6.6 JOINDER TO STOCKHOLDERS AGREEMENT. The Company shall have received
a Joinder to the Stockholders Agreement executed by the Purchaser.
SECTION 7
MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of New York.
7.2 TERMINATION. This Agreement may be terminated upon written notice
by the Purchaser if the requisite shareholder approvals, as described in
Sections 6.3 and 6.4, have not been received by 7:00 p.m. EST, Friday, January
21, 2000.
7.3 PRESS RELEASE. Neither the Purchaser nor the Company shall issue
any press release prior to the Closing which relates to this Agreement or any
other arrangements in connection with the transactions contemplated hereby.
7.4 SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by the Purchaser and
the closing of the transactions contemplated hereby.
7.5 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
7.6 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
thereof. Neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
Company and by persons holding a majority of the Shares.
7.7 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed as follows:
If to the Purchaser:
▇▇▇▇.▇▇▇ LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
12
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: VP Business Development
with a copy to:
National Broadcasting Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: VP, Law, Corporate Transactions
If to the Company and prior to -, 2000:
LendingTree
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: CEO
If to the Company and after -, 2000:
LendingTree
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (704) -
Attention: CEO
with a copy to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
7.8 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any holder of any Warrants, upon any breach or
default of the Company under this Agreement, shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions
9
13
or conditions of this Agreement, must be in writing and shall be effective only
to the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
7.9 EXPENSES. The Company and the Purchaser shall bear its own
expenses and legal fees incurred on their behalf with respect to this Agreement
and the transactions contemplated hereby.
7.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
7.11 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided, however, that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any
party.
The foregoing Warrant Purchase Agreement is hereby executed as of the
date first above written.
"COMPANY" LENDINGTREE, INC.,
By:
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
"PURCHASER" ▇▇▇▇.▇▇▇ LLC
By:
----------------------------------
Name:
Title:
10
14
EXHIBIT A
Form of Immediate Warrant
15
EXHIBIT B
Form of Delayed Warrant
16
EXHIBIT C
Form of Revised Warrant
17
EXHIBIT D
Joinder to the Stockholders Agreement
18
EXHIBIT E
Joinder to the Registration Rights Agreement
