Exhibit 4.4


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL)
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAWS.


 


WARRANT AGREEMENT


 


To Purchase Shares of the Series X Preferred
Stock of


 


OPENTABLE.COM, INC.


 


Dated as of April 25, 2000 (the “Effective
Date”)


 


WHEREAS,
OpenTable.com, a California corporation (the “Company”) has entered into a
Master Lease Agreement dated as of August 3, 1999, Equipment Schedule No. VL-3
and VL-4 dated as of April 25, 2000 (collectively, the “Schedules”), and
related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc.,
a Delaware corporation (the “Warrantholder”); and


 


WHEREAS,
the Company desires to grant to Warrantholder, in consideration for such
Leases, the right to purchase shares of its equity securities sold in the
Company’s next private equity financing (the “Series X Preferred Stock”);


 


NOW,
THEREFORE, in consideration of the Warrantholder
executing and delivering such Leases and in consideration of mutual covenants
and agreements contained herein, the Company and Warrantholder agree as  follows:


 


1.                                      GRANT OF THE
RIGHT TO PURCHASE PREFERRED
STOCK.


 


For the Phase
I portion of Equipment Schedules VL-3 and VL-4 the Company hereby grants to the
Warrantholder, and the Warrantholder is entitled, upon the terms and subject to
the conditions hereinafter set forth, to subscribe to and purchase, from the
Company, such number of fully paid and non-assessable shares of the Company’s Series X
Preferred Stock (“Preferred Stock”) equal to $125,000 divided by the exercise
price equal to $0.85 (“Exercise Price I”).


 


For the Phase II portion of Equipment Schedule VL-4 and if, and only if, the
Warrantholder makes the Phase II portion available thereunder, the
Warrantholder shall be entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe to and purchase, from the Company, such
number of fully paid and non-assessable shares of the Company’s preferred stock
equal to $400,000 divided by the exercise price equal to the price per share of
stock sold to investors in the Next Round “Exercise Price II”). Hereinafter the
term Exercise Price shall mean both Exercise Price I and Exercise
Price II.


 


Next Round
shall be defined as (i) preferred
stock financing of at least $15,000,000, (ii) the sale, conveyance
disposal, or encumbrance of all or substantially all of the Company’s property
or business or Company’s merger into or consolidation with any other
corporation (other than a wholly-owned subsidiary corporation) or any other
transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of Company is disposed of (“Merger Event”), provided
that a Merger Event shall not apply to a merger effected exclusively for the
purpose of changing the domicile of the company or (iii) an initial public offering of the Company’s Common
Stock which such public offering has been declared effective by the SEC.  In the event that the Next Round is an
initial public offering or Merger Event then the Exercise Price shall be the lesser of (i) the
initial public offering price or Merger Event or (ii) the price per share
equivalent to a $150 million pre-money valuation for all amounts taken down
after the date of the close of the initial public offering or Merger Event.


 


The number and
purchase price of such shares are subject to adjustment as provided in Section 8
hereof.


 


1

















 


2.                                      TERM OF THE
WARRANT AGREEMENT.


 


Except as
otherwise provided for herein, the term of this Warrant Agreement and the right
to purchase Preferred Stock as granted herein shall commence on the Effective
Date and shall be exercisable for a period of (i) ten (10) years or (ii) five (5) years from the effective date of the Company’s initial
public offering, whichever is shorter.


 


Notwithstanding
the term of this Warrant Agreement fixed pursuant to
the above paragraph, the right to
purchase Preferred Stock as granted herein shall expire, if not
previously exercised immediately upon the closing of a merger or consolidation
of the Company with or into another
corporation when the Company is not the surviving corporation, or the
sale of all or substantially all of the Company’s properties and assets to any other person (the “Merger”) provided
in which Warrantholder realizes a value for its shares equal to or greater than
a per share price of at least 3 times the Exercise Price.


 


The Company
shall notify the Warrantholder if the Merger is proposed in accordance with the terms of 8(f) hereof,
and if the Company fails to
deliver such written notice, then notwithstanding anything to the contrary in
this Warrant Agreement, the rights to purchase the Company’s Preferred Stock
shall not expire until the
Company complies with such notice
provisions.  Such notice shall also contain such details
of the proposed Merger as are reasonable
in the circumstances.  If such closing
does not take place, the Company shall promptly notify the Warrantholder that
such proposed transaction has been terminated, and the Warrantholder may
rescind any exercise of its purchase
rights promptly after such notice of termination of the proposed
transaction if the exercise of Warrants has occurred after the Company notified the Warrantholder
that the Merger was proposed.  In the
event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions contained herein.


 


3.                                      EXERCISE OF THE
PURCHASE RIGHTS.


 


The purchase
rights set forth in
this Warrant Agreement are exercisable by the Warrantholder, in whole or
in part, at any time, or from
time to time, prior to the expiration of
the term set forth in Section 2
above, by tendering to the Company at
its principal office a notice of
exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”),
duly completed and executed.  Promptly
upon receipt of the Notice of Exercise and the payment of the purchase price in
accordance with the terms set forth
below, and in no event later than twenty-one (21) days thereafter, the
Company shall issue to the Warrantholder a certificate for the number of shares
of Preferred Stock purchased and
shall execute the acknowledgment of
exercise in the form attached hereto as Exhibit II (the “Acknowledgment
of Exercise”) indicating the number of
shares which remain subject to future purchases, if any.


 


The Exercise
Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of Warrants
(“Net Issuance”) as determined below.  If
the Warrantholder elects the Net Issuance method, the Company will issue
Preferred Stock in accordance with the following formula:


 





 


	
  WHERE:

  	
   

  	
  X =

  	
   

  	
  the number of shares of Preferred Stock to
  be issued to the Warrantholder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y =

  	
   

  	
  the number of
  shares of Preferred Stock requested to be exercised under this Warrant Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A =

  	
   

  	
  the fair market
  value of one (1) share of Preferred Stock.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B =

  	
   

  	
  the Exercise
  Price.

  



 


For purposes
of the above calculation,
current fair market value of Preferred Stock shall mean with respect to each share
of Preferred Stock:


 


(i)                                     if the exercise is in connection
with an initial public offering of the Company’s Common Stock, and if the
Company’s Registration Statement relating to such public offering has been
declared effective by the SEC, then the fair market value per share shall be the
product of (x) the initial “Price to
Public” specified in the final prospectus with
respect to the offering and (y) the number of shares
of Common Stock into which each share of Preferred Stock is convertible
at the time of such exercise;


 


2

















 


(ii)                                 if this Warrant is exercised after,
and not in connection with the Company’s initial public offering,
and:


 


(a)           if
traded on a securities exchange, the fair market value shall be deemed to be
the product of (x) the average of the closing prices over a five (5) day
period ending three days before the day the current fair market value of the
securities is being determined and (y) the number of shares of Common
Stock into which each share of Preferred Stock is convertible at the time of
such exercise; or


 


(b)           if
actively traded over-the-counter, the fair market value shall be deemed to be
the product of (x) the average of the closing bid and asked prices quoted
on the NASDAQ system (or similar system) over the five (5) day period
ending three days before the day the current fair market value of the
securities is being determined and (y) the
number of shares of Common Stock into which each share of
Preferred Stock is convertible at the time of such exercise;


 


(iii)                              if at any
time the Common Stock is not listed on any securities exchange or quoted in the
NASDAQ System or the over-the-counter market, the current fair market
value of Preferred Stock shall be the product of (x) the highest
price per share which the Company could obtain from a  willing buyer (not a current employee or
director) for shares of Common Stock sold by the Company, from
authorized but unissued shares, as determined in good faith by its Board of
Directors and (y) the number of shares of Common Stock into which each
share of Preferred Stock is convertible at the time of such exercise, unless
the Company shall become subject to a merger, acquisition or other
consolidation pursuant to which the Company is not the surviving party, in
which case the fair market value of Preferred Stock shall be deemed to be the value
received by the holders of the Company’s Preferred Stock on a common
equivalent basis pursuant to such merger or acquisition.


 


Upon partial
exercise by either cash or Net Issuance, the Company shall promptly issue an
amended Warrant Agreement representing the remaining number of shares purchasable
hereunder.  All other terms and conditions
of such amended Warrant Agreement shall be identical to those contained herein,
including, but not limited to the Effective Date hereof.


 


4.                                      RESERVATION OF
SHARES.


 


(a)           Authorization
and Reservation of Shares.  The Company covenants and agrees to authorize
and reserve a sufficient number of shares of its Preferred Stock to provide for
the exercise of the rights to purchase Preferred Stock as provided for herein.


 


(b)           Registration
or Listing.  If any shares of Preferred Stock required to
be reserved hereunder require registration with or approval of any governmental
authority under any Federal or State law (other than any registration under the
Securities Act of 1933, as amended (“1933 Act”), as then in
effect, or any similar Federal statute then enforced, or any state securities
law, required by reason of any transfer involved in such conversion), or listing on any
domestic securities exchange, before such shares may be issued upon conversion,
the Company will, at its expense and as
expeditiously as possible, use its best efforts to cause such shares to be duly
registered, listed or approved for listing on such domestic securities
exchange, as the case may be.


 


5.                                      NO FRACTIONAL
SHARES OR SCRIP.


 


No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of the Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor upon the basis of the Exercise Price then in effect.


 


6.                                      NO RIGHTS AS SHAREHOLDER.


 


This Warrant
Agreement does not entitle the Warrantholder to any voting rights or other
rights as a shareholder of the Company prior to the exercise of the Warrant.


 


7.                                      WARRANTHOLDER
REGISTRY.


 


The Company shall maintain
a registry showing the name and address
of the registered holder of this Warrant Agreement.


 


8.                                      ADJUSTMENT
RIGHTS.


 


The purchase
price per share and the number of shares of Preferred Stock purchasable
hereunder are subject to adjustment, as follows:


 


3

















 


(a)           Merger
and Sale of Assets.  If at any time
there shall be a capital reorganization of the shares of the Company’s stock
(other than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or a merger or consolidation of the Company
with or into another corporation whether or not the Company is the surviving
corporation, or the sale of all or substantially all of the Company’s
properties and assets to any other person
(hereinafter referred to as a “Merger Event”), then, as a part of such Merger
Event, lawful provision shall be made so that the Warrantholder shall
thereafter be entitled to receive, upon exercise of the Warrant, the number of
shares of preferred stock or other securities of the successor corporation
resulting from such Merger Event, equivalent in value to that which would have
been issuable if Warrantholder had exercised this Warrant immediately prior to
the Merger Event.  In any such case,
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
Agreement with respect to the rights and interest of the Warrantholder after
the Merger Event to the end that the provisions of this Warrant Agreement
(including adjustments of the Exercise Price and number of shares of Preferred
Stock purchasable) shall be applicable to the greatest extent possible.


 


(b)           Reclassification
of Shares.  If the Company at any
time shall, by combination, reclassification, exchange or subdivision of securities
or otherwise, change any of the securities as to which purchase rights under
this Warrant Agreement exist into the same or a different number of securities
of any other class or classes, this Warrant Agreement 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 which
were subject to the purchase rights under this Warrant Agreement immediately
prior to such combination, reclassification, exchange, subdivision or other
change.


 


(c)           Subdivision
or Combination of Shares.  If the
Company at any time shall combine or subdivide its Preferred Stock, the
Exercise Price shall be proportionately decreased in the case of a subdivision,
or proportionately increased in the case of a combination.


 


(d)           Stock
Dividends.  If the Company
at any time shall pay a dividend payable in, or make any other distribution
(except any distribution specifically provided for in the foregoing subsections
(a) or (b)) of the Company’s stock, then the Exercise Price shall be
adjusted, from and after the record date of such dividend or distribution, to
that price determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction (i) the numerator of which shall
be the total number of all shares of the Company’s stock outstanding
immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of all shares of the Company’s
stock outstanding immediately after such dividend or distribution.  The Warrantholder shall thereafter be
entitled to purchase, at the Exercise Price resulting from such adjustment, the
number of shares of Preferred Stock (calculated to the nearest whole share)
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Preferred Stock issuable upon the
exercise hereof immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.


 


(e)           Right
to Purchase Additional Stock.  If,
the Warrantholder’s total cost of equipment leased pursuant to the Leases
exceeds $10,500,000, Warrantholder shall have the right to purchase from the
Company, at the Phase II Exercise Price (adjusted as set forth herein), an
additional number of shares, which number shall be determined by (i) multiplying
the amount by which the Warrantholder’s total equipment cost exceeds
$10,500,000 by 5%, and (ii) dividing the product thereof by the Phase II
Exercise Price per share referenced above.


 


(f)            Antidilution
Rights.  Additional antidilution
rights applicable to the Preferred Stock purchasable hereunder are as set forth
in the Company’s Certificate of Incorporation, as amended through the Effective
Date, a true and complete copy of which is attached hereto as Exhibit IV
(the “Charter”).  The Company shall
promptly provide the Warrantholder with any restatement, amendment,
modification or waiver of the Charter. 
The Company shall provide Warrantholder with prior written notice of any
issuance of its stock or other equity security to occur after the Effective
Date of this Warrant, which notice shall include (a) the price at which
such stock or security is to be sold, (b) the number of shares to be issued,
and (c) such other information as necessary for
Warrantholder to determine if a dilutive event has occurred.


 


(g)           Notice
of Adjustments.  If:  (i) the Company shall declare any
dividend or distribution upon its stock, whether in cash, property, stock or
other securities; (ii) the Company shall offer for subscription prorata to
the holders of any class of its Preferred or other convertible stock any
additional shares of stock of any class or other rights; (iii) there shall
be any Merger Event; (iv) there shall be an initial public offering; or (v) there
shall be any voluntary dissolution, liquidation or winding up of the Company;
then, in connection with each such event, the Company shall send to the
Warrantholder:  (A) at least twenty
(20) days’ prior written notice of the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution,
subscription rights 


 


4

















 


(specifying the date on which
the holders of Preferred Stock shall be entitled thereto) or for determining
rights to vote in respect of such Merger Event, dissolution, liquidation or
winding up; (B) in the case of any such Merger Event dissolution, liquidation
or winding up, at least twenty (20) days’ prior written notice of the date when
the same shall take place (and specifying the date on which the holders of
Preferred Stock shall be entitled to exchange their Preferred Stock for
securities or other property deliverable upon such Merger Event, dissolution,
liquidation or winding up); and (C) in the case of a public offering, the
Company shall give the Warrantholder at least twenty (20) days written notice
prior to the effective date thereof.


 


Each such
written notice shall set forth, in reasonable detail, (i) the event
requiring the adjustment, (ii) the amount of the adjustment, (iii) the
method by which such adjustment was calculated, (iv) the Exercise Price,
and (v) the number of shares subject to purchase hereunder after giving
effect to such adjustment, and shall be given by first class mall, postage
prepaid, addressed to the Warrantholder, at the address as shown on the books
of the Company.


 


(h)           Timely
Notice.  Failure to timely provide
such notice required by subsection (g) above shall entitle Warrantholder
to retain the benefit of the applicable notice period notwithstanding anything
to the contrary contained in any insufficient notice received by
Warrantholder.  The notice period shall
begin on the date Warrantholder actually receives a written notice containing
all the information specified above.


 


9.                                      REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY.


 


(a)           Reservation
of Preferred Stock.     The
Preferred Stock issuable upon exercise of the Warrantholder’s rights, when
issued in accordance with the provisions of this Warrant Agreement, will be
validly issued, fully paid and non-assessable, and will be free of any taxes,
liens, charges or encumbrances of any nature whatsoever; provided, however,
that the Preferred Stock issuable pursuant to this Warrant Agreement may be
subject to restrictions on transfer under state and/or Federal securities laws.
The Company has made available to the Warrantholder true, correct and complete
copies of its Charter and Bylaws, as amended. 
The issuance of certificates for shares of Preferred Stock upon exercise
of the Warrant Agreement shall be made without charge to the Warrentholder for
any issuance tax in respect thereof, or other cost incurred by the Company in
connection with such exercise and the related issuance of shares of Preferred
Stock.  The Company shall not be required
to pay any tax which may be payable in respect of any transfer involved and the
issuance and delivery of any certificate in a name other than that of the
Warrantholder.


 


(b)           Due
Authority.  The execution and
delivery by the Company of this Warrant Agreement and the performance of all
obligations of the Company hereunder, including the issuance to Warrantholder
of the right to acquire the shares of Preferred Stock, have been duly authorized
by all necessary corporate action on the part of the Company, and the Leases
and this Warrant Agreement are not inconsistent with the Company’s Charter or
Bylaws, do not contravene any law or governmental rule, regulation or order
applicable to it, do not and will not contravene any provision of, or
constitute a default under, any indenture, mortgage, contract or other
instrument to which it is a party or by which it is bound, and the Leases and
this Warrant Agreement constitute legal, valid and binding agreements of the
Company, enforceable in accordance with their respective terms.


 


(c)           Consents
and Approvals.  No consent or
approval of, giving of notice to, registration with, or taking of any other
action in respect of any state, Federal or other governmental authority or
agency is required with respect to the execution, delivery and performance by
the Company of its obligations under this Warrant Agreement, except for the
filing of notices pursuant to Regulation D under the 1933 Act and any
filing required by applicable state securities law, which filings will be
effective by the time required thereby.


 


(d)           Issued Securities. 
All issued and outstanding shares of Common Stock,
Preferred Stock or any other securities of the Company have been duly authorized
and validly issued and are fully paid and nonassessable.  All outstanding shares of Common Stock,
Preferred Stock and any other securities were issued in full compliance with
all Federal and state securities laws. 
In addition:


 


(i)           The
authorized capital of the Company consists of (A) 36,500,000 shares of
Common Stock, of which 7,263,917 shares are issued and outstanding, and (B) 2,777,777
shares of Series A preferred stock, of which 2,777,777 shares are issued
and outstanding, and (C) 3,000,000 shares of Series B preferred
stock, of which 2,892,858 shares are issued and outstanding, and (D) 12,500,000
shares of Series C preferred
stock, of which 12,414,522 shares are issued and outstanding.


 


5

















 


(ii)          The
Company has reserved 9,116,647 shares of Common Stock for issuance under its
1999 Stock Option Plan, under which 4,099,414 options are outstanding.


 


(iii)         In
accordance with the Company’s Articles of Incorporation, no shareholder
of the Company has preemptive rights to purchase new
issuances of the Company’s capital stock.


 


(e)           Insurance.  The Company has in full
force and effect insurance policies, with extended coverage, insuring
the Company and its property and business against such losses and risks,
and in such amounts, as are customary for corporations engaged in a similar
business and similarly situated and as otherwise may be
required pursuant to the terms of any other contract or agreement.


 


(f)            Other
Commitments to Register Securities. 
Except as set forth in that certain Second Amended and
Restated Investors’ Rights Agreement dated as of January 5, 2000,
the Company is not, pursuant to the terms of any other
agreement currently in existence, under any obligation to register under the 1933
Act any of its presently outstanding securities or any of its securities
which may hereafter be issued.


 


(g)           Exempt Transaction. 
Subject to the accuracy of the Warrantholder’s
representations in Section 10 hereof, the issuance of the Preferred Stock
upon exercise
of this Warrant will constitute a transaction exempt from (i)
the registration requirements of Section 5 of the 1933
Act, in reliance upon Section 4(2) thereof, and (ii) the
qualification requirements of the applicable state securities laws.


 


(h)           Compliance
with Rule 144.  At the written request of
the Warrantholder, who proposes to sell Preferred Stock issuable upon the
exercise of the Warrant in compliance with Rule 144 promulgated by
the Securities and Exchange Commission, the Company shall furnish to
the Warrantholder, within ten days after receipt of such request, a written statement
confirming the Company’s compliance with the filing requirements of the
Securities and Exchange Commission as set forth in such Rule, as such Rule may
be amended from time to time.


 


10.                                REPRESENTATIONS
AND COVENANTS OF THE WARRANTHOLDER.


 


This Warrant Agreement has been entered into
by the Company in reliance upon
the following representations and
covenants of the Warrantholder:


 


(a)           Investment
Purpose.  The right
to acquire Preferred Stock or the Preferred Stock issuable upon exercise
of the Warrantholder’s rights contained herein will be acquired for investment
and not with a view to the sale or
distribution of any part thereof, and the Warrantholder has no present intention
of selling or engaging in any public distribution of the same except
pursuant to a registration or exemption.


 


(b)           Private
Issue.  The Warrantholder understands
(i) that the Preferred Stock issuable upon
exercise of this Warrant is not registered under the 1933 Act or qualified
under applicable state securities laws on the ground that the issuance
contemplated by this Warrant Agreement will be exempt
from the registration and qualifications requirements
thereof, and (ii) that the Company’s reliance on such exemption is
predicated on the representations set forth in this Section 10.


 


(c)           Disposition
of Warrantholder’s Rights.  In no event will the Warrantholder
make a disposition of any of its rights to acquire Preferred Stock or
Preferred Stock issuable upon exercise of such rights unless and until (i) it
shall have notified the Company of the proposed disposition, and (ii) if
requested by the Company, it shall have furnished the Company with an opinion
of counsel (which counsel may either be inside or outside counsel to the Warrantholder)
satisfactory to the Company and its counsel to the effect that (A) appropriate
action necessary for compliance with the 1933 Act has
been taken, or (B) an exemption from the registration
requirements of the 1933 Act is available.  Notwithstanding the foregoing, the
restrictions imposed upon the transferability of any of its
rights to acquire Preferred Stock or Preferred Stock issuable on
the exercise
of such rights do not apply to transfers from the beneficial owner of any of the
aforementioned securities to its nominee or from such nominee to its
beneficial owner, and shall terminate as to any particular share of Preferred Stock
when (1) such security shall have been effectively registered
under the 1933 Act and sold by the holder thereof in accordance with such
registration or (2) such security shall have been sold without
registration in compliance with Rule 144 under the 1933 Act, or (3) a
letter shall have been issued to the Warrantholder at its request by the staff
of the Securities and Exchange Commission or a ruling shall have been issued to
the Warrantholder at its request by such Commission stating that no action
shall be recommended by such staff or taken by such Commission, as the case may
be, if such security is transferred without registration under the 1933 Act in
accordance with the conditions set forth in such letter or ruling and such
letter or ruling specifies that no subsequent restrictions on transfer are
required.  Whenever the restrictions
imposed 


 


6

















 


hereunder shall terminate, as hereinabove
provided, the Warrantholder or holder of a share of Preferred Stock then
outstanding as to which such restrictions have terminated shall be entitled to
receive from the Company, without expense to such holder, one or more new
certificates for the Warrant or for such shares of Preferred Stock not bearing
any restrictive legend.


 


(d)           Financial
Risk.  The Warrantholder has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment, and has the ability to bear
the economic risks of its investment.


 


(e)           Risk
of No Registration.  The
Warrantholder understands that if the Company does not register with the
Securities and Exchange Commission pursuant to Section 12 of the 1934 Act
(the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934
Act, or if a registration statement covering the securities under the 1933 Act
is not in effect when it desires to sell (i) the rights to purchase
Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred
Stock issuable upon exercise of the right to purchase, it may be required to
hold such securities for an indefinite period. 
The Warrantholder also understands that any sale of its rights of the
Warrantholder to purchase Preferred Stock or Preferred Stock which might be
made by it in reliance upon Rule 144 under the 1933 Act may be made only
in accordance with the terms and conditions of that Rule.


 


(f)            Accredited
Investor.  Warrantholder is an “accredited
investor” within the meaning of the Securities and Exchange Rule 501 of
Regulation D, as presently in effect.


 


11.                                TRANSFERS:


 


Subject to the
terms and conditions contained in Section 10 hereof, this Warrant
Agreement and all rights hereunder are transferable in whole or in part by the
Warrantholder and any successor transferee, provided, however, in no event
shall the number of transfers of the rights and interests in all of the
Warrants exceed three (3) transfers. 
The transfer shall be recorded on the books of the Company upon receipt
by the Company of a notice of transfer in the form attached hereto as Exhibit III
(the “Transfer Notice”), at its principal offices and the payment to the Company
of all transfer taxes and other governmental charges imposed on such transfer.


 


12.                                MISCELLANEOUS.


 


(a)           Effective
Date.  The provisions of this Warrant
Agreement shall be construed and shall be given effect in all respects as if it
had been executed and delivered by  the Company on the date
hereof.  This Warrant Agreement shall be
binding upon any successors or assigns of the Company.


 


(b)           Attorney’s
Fees.  In any litigation, arbitration
or court proceeding between the Company and the Warrantholder relating hereto,
the prevailing party shall be entitled to attorneys’ fees and expenses and all
costs of proceedings incurred in enforcing this Warrant Agreement.


 


(c)           Governing
Law.  This Warrant Agreement shall be
governed by and construed for all  purposes under
and in accordance with the laws of the State of Illinois.


 


(d)           Counterparts.  This Warrant Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


(e)           Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery, facsimile transmission (provided that the original is sent by
personal delivery or mail as hereinafter set forth) or seven (7) days
after deposit in the United States mail, by registered or certified mail,
addressed (i) to the Warrantholder at 6111 North River Road, Rosemont,
Illinois 60018, Attention:  Venture Lease
Administration, cc:  Legal Department, Attention.:  General Counsel, (and/or, if by facsimile,
(847) 518-5465 and (847) 518-5088) and (ii) to the Company at 2111 Mission
Street, Suite. 402, San Francisco, California 94110, Attention:  Chief Financial Officer (and/or if by
facsimile, (415) 551-1441), cc:  Perkins
Cole, 135 Commonwealth Drive, Suite 250, Menlo Park, California, 94025,
attention Ralph L. Amhelm III (and/or if by facsimile (650) 752-6050) or at
such other address as any such party may subsequently designate by written
notice to the other party.


 


(f)            Remedies.  In the event of any default hereunder,
the non-defaulting party 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 default, and/or an action for
specific performance for any default where 


 


7

















 


Warrantholder will not have an adequate
remedy at law and where damages will not be readily ascertainable.  The Company expressly agrees that it shall
not oppose an application by the Warrantholder or any other person entitled to
the benefit of this Agreement requiring specific performance of any or all
provisions hereof or enjoining the Company from continuing to commit any such
breach of this Agreement.


 


(g)           No
Impairment of Rights.  The Company will not, by amendment of
its Charter or through any other means, 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 actions as may be necessary or appropriate in order to protect the
rights of the Warrantholder against impairment.


 


(h)           Survival.  The representations, warranties, covenants
and conditions of the respective parties contained herein or made pursuant to
this Warrant Agreement shall survive the execution and delivery of this Warrant
Agreement.


 


(i)            Severability.  In the event any one or more of the
provisions of this Warrant Agreement shall for any reason be held invalid,
illegal or unenforceable, the remaining provisions of this Warrant Agreement
shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced by a mutually acceptable valid, legal and enforceable
provision, which comes closest to the intention of the parties
underlying the invalid, illegal or unenforceable provision.


 


(j)            Amendments.  Any provision of this Warrant
Agreement may be amended by a written instrument signed by the Company and by
the Warrantholder.


 


(k)           Market Stand-Off
Agreement.  Warrantholder agrees that, during the period
of duration, (up to, but not exceeding, 180
days) specified by the Company and an underwriter of Common Stock or other
securities of the Company, following the effective date of a
registration statement of the Company filed under the Securities Act, it
shall not, to the extent requested by the Company and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including,
without limitation), any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be
similarly bound) any securities of the Company held by it at any time
during such period except Common Stock included in such registration.


 


In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the registrable securities of the Warrantholder
(and shares or securities
of every other person subject to the foregoing restriction) until the end of
such period, and Warrantholder agrees, that, if so requested, Warrantholder
will execute an agreement in the form
provided by the underwriter containing terms which are essentially consistent
with the provisions of this section.


 


Notwithstanding
the foregoing, the obligations described in this section shall not apply to a
registration relating solely to employee
benefit plans on form S-1, Form S-3 or Form S-8 or similar
forms which may be promulgated in the future, or a registration statement relating solely to an SEC Rule 145
transaction on Form-4 or similar
forms which may promulgated in future.


 


(l)            Additional
Documents.  The
Company, upon execution of this Warrant Agreement, shall provide the
Warrantholder with certified resolutions with respect to the representations,
warranties and covenants set forth in subparagraphs (a) through (d), (f) and
(g) of Section 9 above. 
If the purchase price for the Leases referenced in the preamble of this
Warrant Agreement exceeds $1,000,000, the Company will also provide
Warrantholder with an opinion from the Company’s counsel with
respect to those same representations, warranties and covenants.  The Company shall also supply such other
documents as the Warrantholder may from time to time reasonably request.


 


8

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Warrant
Agreement to be executed by its officers thereunto duly authorized as of the
Effective Date.


 


	
   

  	
  Company:   OPENTABLE.COM,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sidney Gorham

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VP Business Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Warrantholder:   COMDISCO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill C. Hanses

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  JILL C. HANSES

  
	
   

  	
   

  	
  SENIOR VICE PRESIDENT

  
	
   

  	
   

  	
  April 27,
  2000

  



 


9

















 


EXHIBIT I


NOTICE OF EXERCISE


 


To:


 


(1)                                  The
undersigned Warrantholder hereby elects to purchase
          shares of the Series           Preferred
Stock of
                              ,
pursuant to the terms of the Warrant Agreement dated the
          day of                               ,
19           (the “Warrant
Agreement”) between                                                                       
and the Warrantholder, and tenders herewith payment of the purchase price for
such shares in full, together with all applicable transfer taxes, if any.


 


(2)                                  In
exercising its rights to purchase the Series       
Preferred Stock of
                                                                      ,
the undersigned hereby confirms and acknowledges the investment representation and  warranties made in Section 10 of the
Warrant Agreement


 


(3)                                  Please
issue a certificate or certificates representing
said shares of Series       
Preferred Stock in the name of the
undersigned or in such other name as is specified below.


 


	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Address)

  	
   

  
	
   

  	
   

  
	
  Warrantholder: COMDISCO, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


10

















 


EXHIBIT II


 


ACKNOWLEDGMENT OF EXERCISE


 


The
undersigned
                                        , hereby acknowledge receipt of the “Notice
of Exercise” from Comdisco, Inc.,
to purchase            shares
of the Series      Preferred Stock of
                        ,
pursuant to the terms of the Warrant Agreement, and further acknowledges
that        shares remain subject to purchase
under the terms of the Warrant Agreement.


 


	
   

  	
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


11

















 


EXHIBIT III


 


TRANSFER NOTICE


 


(To transfer or assign the foregoing Warrant Agreement execute this form and supply
required information.  Do not use this
form to purchase shares.)


 


FOR VALUE
RECEIVED, the foregoing Warrant Agreement and all
rights evidenced thereby are hereby transferred and assigned to


 


	
   

  	
   

  
	
  (Please Print)

  
	
   

  	
   

  
	
  whose address is

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
							



 


NOTE:                                  The
signature to this Transfer Notice must correspond with the name as it appears
on the face of the Warrant Agreement, without alteration or enlargement or any
change whatever.  Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant
Agreement.


 


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