exv10w9



 






Exhibit 10.9





THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THIS
WARRANT AND RESTRICTING ITS TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THE COMPANY.



LOOPNET, INC.

STOCK PURCHASE WARRANT




     This
certifies that _________ or assigns (the “Holder”), for value received, is
entitled to purchase from LoopNet, Inc., a California corporation, located at 2650 18th Street,
Suite 100, San Francisco, California 94110 (the
“Company”), ___ fully paid and nonassessable
shares of the Company’s Series C Convertible Preferred Stock (the “Warrant Shares”) at the purchase
price of $.615 per share (as adjusted pursuant to Section 2 hereof).



     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 the Holder of record hereof, at any time or from time to time, up to
the Expiration Date for all and any part of the Warrant Shares (but not for a fraction of a share).
The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to
be issued to the Holder hereof as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been surrendered and payment made for such shares.
Certificates for the Warrant Shares so purchased, together with any other securities or property to
which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof 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 Warrant Shares, the
Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor
for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase
to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after the date of
such surrender. Each stock certificate so delivered shall be in such denominations as may be
requested by the Holder hereof and shall be registered in the name of such Holder or such other
name as shall be designated by such Holder.



     2. Conversion of Warrant.



          a. Right to Convert. In addition to, and without limiting, the other rights of the
Holder hereunder, the Holder shall have the right (the “Conversion Right”) to convert this Warrant
or any part hereof into Warrant Shares at any time and from time to time during the term hereof.
Upon exercise of the Conversion Right, the Company shall deliver to the Holder, without payment by
the Holder of any Stock Purchase Price or any cash or other consideration, that number of Warrant
Shares computed using the following formula:




 









 








	 	 	 	 	 
	 	 	X= Y (A-B)
	 	 	          A
	 
	 	 	 	 
	Where:

	 	X=
	 	The number of Warrant Shares to be issued to the Holder
	 
	 	 	 	 
	 

	 	Y=
	 	The number of Warrant Shares purchasable pursuant to this Warrant
	 
	 	 	 	 
	 

	 	A=
	 	The Fair Market Value of one Warrant Share as of the Conversion Date
	 
	 	 	 	 
	 

	 	B=
	 	The Stock Purchase Price






          b. Method of Exercise. The Conversion Right may be exercised by the Holder by the
surrender of this Warrant to the Company at its principal office at the address indicated on the
first paragraph of this Warrant, together with a written notice specifying that the Holder intends
to exercise the Conversion Right and indicating the number of Warrant Shares to be acquired upon
exercise of the Conversion Right. Such conversion shall be effective upon the Company’s receipt of
this Warrant, together with the conversion notice, or on such later date as is specified in the
conversion notice (the “Conversion Date”) and, at the Holder’s election, may be made contingent
upon the closing of the Company’s initial public offering of any securities pursuant to a
registration statement under the Securities Act of 1933, as amended (the “Securities Act”).
Certificates for the Warrant Shares so acquired shall be delivered to the Holder within a
reasonable time, not exceeding fifteen (15) days after the Conversion Date. If applicable, the
Company shall, upon surrender of this Warrant for cancellation, deliver a new Warrant evidencing
the rights of the Holder to purchase the balance of the Warrant Shares which Holder is entitled to
purchase hereunder.




          c. Fair Market Value. “Fair Market Value” of a share of Warrant Shares or Common
Stock (issued upon conversion thereof) as of a particular date means: (a) if traded on an exchange
or quoted on The NASDAQ National Market, then the average closing prices of the Common Stock for
the ten trading days ending with the second prior trading day, (b) if conversion is effective as of
the closing of the Company’s initial public offering of any securities pursuant to a registration
statement under the Securities Act, the “price to public” specified for such shares in the final
prospectus for such public offering, (c) if listed by the National Daily Quotation Service “Pink
Sheets,” then the average of the closing bid and ask prices of the Common Stock for the ten trading
days ending with the second prior trading day, and (d) otherwise, the price as determined in good
faith by the Board of Directors of the Company.




     3. Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees
that all Warrant Shares which may be issued upon the exercise or conversion of the rights
represented by this Warrant (and shares of its Common Stock which may be issued upon conversion of
such Warrant Shares) will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens
and charges with respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be exercised or
converted, the Company will use its best efforts to cause a sufficient number of shares of
authorized but unissued capital stock (and shares of its Common Stock for issuance on conversion of
such capital stock, if any) to be authorized when and as required to provide for the



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exercise or conversion of the rights represented by this Warrant (and conversion of the
Warrant Shares). The Company will take all such action as may be necessary to assure that such
shares of capital stock (and shares of Common Stock for issuance on conversion of such capital
stock, if any) 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 stock may be
listed. The Company will not take any action which would result in any adjustment of the Stock
Purchase Price (as described in Section 4 hereof) if the total number of shares of capital stock
issuable after such action upon exercise or conversion of all outstanding warrants, together with
all shares of capital stock of the same class and series as such capital stock then outstanding and
all shares of capital stock of the same class and series as such capital stock then issuable upon
exercise of all options and upon the conversion of all convertible securities then outstanding,
would exceed the total number of shares of Series C Convertible Preferred Stock then authorized by
the Company’s Articles of Incorporation.



     4. Adjustment of Stock Purchase Price and Number of Shares. The Stock Purchase Price
and the number of shares purchasable upon the exercise or conversion of this Warrant shall be
subject to adjustment from time to time upon the occurrence of certain events described in this
Section 4. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the
number of shares obtained by multiplying the Stock Purchase 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 Stock Purchase Price resulting from such
adjustment.



          a. Subdivision or Combination of Stock. In case the Company shall at any time
subdivide any of its outstanding shares of Series C Convertible Preferred Stock into a greater
number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case any outstanding shares of Series C Convertible
Preferred Stock shall be combined into a smaller number of shares, the Stock Purchase Price in
effect immediately prior to such combination shall be proportionately increased.




          b. Dividends, Reclassification. If at any time or from time to time any holders of
Series C Convertible Preferred Stock shall have received or become entitled to receive, without
payment thereof,




               (i) any shares of the Company’s Preferred Stock, Common Stock or any shares of stock or other
securities which are at any time directly or indirectly convertible into or exchangeable for Common
Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing by way of dividend or other distribution;



               (ii) any cash paid or payable otherwise than as a regular periodic cash dividend at a rate
which is substantially consistent with past practice (or, in the case of an initial dividend, at a
rate which is substantially consistent with industry practice); or



               (iii) any shares of the Company’s Preferred Stock, Common Stock or other or additional stock
or other securities or property (including cash) by way of spinoff, split-



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up, reclassification, combination of shares or similar corporate rearrangement (other than
shares of the same class and series as the Warrant Shares issued as a stock split, adjustments in
respect of which shall be covered by the terms of Section 4(a) above),



               then and in each such case, the Holder hereof shall, upon the exercise or conversion of this
Warrant, be entitled to receive, in addition to the number of shares of such capital stock
receivable thereupon, and without payment of any additional consideration therefor, the amount of
stock and other securities and property (including cash in the cases referred to in clauses (i) and
(ii) above) which such Holder would hold on the date of such exercise or conversion had he or it
been the Holder of record of such capital stock as of the date on which holders of such capital
stock received or became entitled to receive such shares and/or all other additional stock and
other securities and property.



          c. Conversion or Redemption. Should all of the Company’s Series C Convertible
Preferred Stock be, or if outstanding would be, at any time prior to the expiration of this Warrant
or any portion thereof, redeemed or converted into shares of the Company’s Common Stock, then this
Warrant shall immediately become exercisable or convertible 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 Series C Convertible Preferred Stock
received thereupon had been simultaneously converted immediately prior to such event, and the Stock
Purchase Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the
aggregate Stock Purchase Price of the maximum number of shares of Series C Convertible Preferred
Stock for which this Warrant was exercisable or convertible immediately prior to such conversion or
redemption, by (y) the number of shares of Common Stock for which this Warrant is exercisable or
convertible immediately after such conversion or redemption.




          d. Other Notices. If at any time:




               (i) the Company shall declare any cash dividend upon its shares of Series C Convertible
Preferred Stock;



               (ii) the Company shall declare any dividend upon its shares of Series C Convertible Preferred
Stock payable in stock or make any special dividend or other distribution to the holders of its
shares of Series C Convertible Preferred Stock;



               (iii) there shall be any (A) merger in which shareholders of the Company prior to such merger
hold less than 50% of the voting power of the capital stock of the surviving corporation after such
merger, or the sale of all or substantially all of the Company’s assets, or a transaction, whether
effected in a single transaction or a series of related transactions, in which 50% or more of the
voting power of the capital stock of the Company is transferred (an “Acquisition”) or (B) capital
reorganization or reclassification of the capital stock of the Company; or



               (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the
Company; or



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               (v) the Company shall take or propose to take any other action, notice of which is actually
provided to or is required to be provided, pursuant to any written agreement, to holders of its
shares of Series C Convertible Preferred Stock,


then, in any one or more of said cases, the Company shall give, by first class mail, postage
prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown of the
books of the Company, (a) at least 10 days prior written notice of the date on which the books of
the Company shall close or a record shall be taken for such dividends or distribution rights or for
determining rights to vote in respect of any such reorganization, reclassification, Acquisition,
dissolution, liquidation or winding-up, and (b) in the case of any such reorganization,
reclassification, Acquisition, dissolution, liquidation or winding-up, at least 10 days prior
written notice of the date when the same is reasonably expected to take place. Any notice given in
accordance with the foregoing clause (a) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of shares of Series C
Convertible Preferred Stock shall be entitled thereto. Any notice given in accordance with the
foregoing clause (b) shall also specify the date on which the holders of shares of Series C
Convertible Preferred Stock are reasonably expected to be entitled to exchange their stock for
securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, Acquisition, dissolution, liquidation or winding-up, as the case may be.




     5. Issue Tax. The issuance of certificates for shares of the Warrant Shares shall be
made without charge to the Holder of the Warrant for any issue tax 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
the then Holder of the Warrant being transferred.



     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 Warrant Shares 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 the Holder hereof the right to vote or to consent or
to receive notice as a shareholder in respect of meetings of shareholders for the election of
directors of the Company or any other matters or any rights whatsoever as a shareholder 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 or converted. No provisions hereof, in the absence of
affirmative action by the Holder to purchase shares of capital stock, and no mere enumeration
herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such
Holder for the Stock Purchase Price or as a shareholder of the Company, whether such liability is
asserted by the Company or by its creditors.



     8. Expiration. This Warrant shall expire at 5:00 PM Pacific Time on November 29,
2006.



     9. Warrants Transferable. Subject to the provisions of the Series C Convertible
Preferred Stock and Warrant Purchase Agreement dated as of even date herewith covering the



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issuance of this Warrant (the “Purchase Agreement”), and subject to the provisions of the
Investor Rights Agreement (as defined in the Purchase Agreement), this Warrant and all rights
hereunder are transferable, in whole or in part, without charge to the Holder hereof (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 the Holder hereof, when this Warrant shall have been so endorsed, may
be treated by the Company and all other persons dealing with this Warrant as the absolute owner
hereof for any purpose and as transferee 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.



     10. Modification and Waiver. This Warrant and any provision hereof may be amended,
waived or modified upon written consent of the Company and holders of in excess of 50% in interest
of the Warrants issued pursuant to the Agreement, provided that all such Warrants are amended,
waived or modified in a like manner.



     11. Notices. Any notice, request or other document required or permitted to be given
or delivered to the Holder hereof or the Company shall be delivered or shall be sent by certified
or registered mail, postage prepaid, to each such Holder at its address as shown on the books of
the Company or to the Company at the address indicated on the first paragraph of this Warrant.



     12. Descriptive Headings and Governing Law. The descriptive 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, without giving
effect to the conflict of laws principles thereof.



     13. Lost Warrants of Stock Certificates. The Company agrees with the Holder hereof
that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant or stock certificate 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 or stock
certificate, the Company at its expense will make and deliver a new Warrant or stock certificate,
of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.



     14. 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 equal to such fraction multiplied by the then effective Stock Purchase
Price.



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     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its duly
authorized officers, effective as of                     , 2001.



	 	 	 	 	 
	 	 	LOOPNET, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Brent Stumme
	 

	 	 	 	Vice President and Chief Financial Officer






SIGNATURE PAGE TO WARRANT




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FORM OF SUBSCRIPTION—CASH EXERCISE

(To be signed only upon cash exercise of Warrant)




To:                                                            




     The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise the
purchase right represented by such Warrant for, and to purchase thereunder,
                                                                           
      (                    ) shares of Series C Convertible Preferred Stock of
LoopNet, Inc. (“Series C Stock”) and herewith makes payment of                                                              Dollars
($                    ) thereof, and requests that the certificates for such shares by issued in the name of,
and delivered to                                                            , whose address is





	 	 	 
	        
        
        
        
        
        
        
        
        
        
        
        	       
        
        
        
        
        
        
        
        
        
        
        
        
      	       
        
        
        
        
        
        
        
        
        
        
        
      




     The undersigned represents that it is acquiring such Series C Stock for its own account for
investment and not with a view to or for sale in connection with any distribution thereof (subject,
however, to any requirement of law that the disposition thereof shall at all times by within its
control).



     DATED:                                                            



	 	 	 
	 

	 	                                                                                                    

	 

	 	(Signature must conform in all respects to name of Holder as
	 

	 	specified on the face of the Warrant)
	 

	 	                                                                                                    

	 

	 	                                                                                                    

	 

	 	(Address)







 









 








FORM OF SUBSCRIPTION—NET EXERCISE

(To be signed only upon net exercise of Warrant)




To:                                                             




     The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise the
purchase right represented by such Warrant for, and to purchase thereunder,
               
             
            
(                    )
shares of Series C Convertible Preferred Stock of LoopNet,
Inc. (“Series C Stock”) on a net issuance basis, and herewith surrenders
                                        
                     (                    ) shares of Series C Stock therefor, and requests that
the certificates for such shares by issued in the name of, and delivered to
                    
                                                            
whose address is                                                                                                                                            




     The undersigned represents that it is acquiring such Series C Stock for its own account for
investment and not with a view to or for sale in connection with any distribution thereof (subject,
however, to any requirement of law that the disposition thereof shall at all times by within its
control).



     DATED:                                                             



	 	 	 
	 

	 	                                                                                                    

	 

	 	(Signature must conform in all respects to name of Holder as
	 

	 	specified on the face of the Warrant)
	 

	 	                                                                                                    

	 

	 	                                                                                                    

	 

	 	(Address)







 









 








ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned, the Holder of the within Warrant, hereby sells, assigns
and transfers all of the rights of the undersigned under the within Warrant, with respect to the
number of shares of                      Stock covered thereby set forth herein below, unto:



	 	 	 	 	 
	Name of Assignee

	 	Address
	 	No. of Shares






	 	 	 
	 

	 	DATED:                                                            
	 
	 	 
	 

	 	                                                                                                    

	 

	 	(Signature must conform in all respects to name of Holder as
	 

	 	specified on the face of the Warrant)